<PAGE>
SCHEDULE 14C
(Rule 14c-101)
--------------
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 /X/
Confidential, for Use of the Commission Only(as permitted by Rule 14c-5(d)(2))
Definitive Information Statement / /
Amendment to definitive information statement correcting typographical error in
number of shares to be reserved for issuance under Stock Option Plan. / /
SecurFone America, Inc. (Commission File No.33-83526)
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
SecurFone America, Inc. (Commission File No.33-83526)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing the Information Statement)
Payment of filing fee (check the appropriate box):
No fee required. /X/
Fee computed on table below per Exchange Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
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:
(2) Form, schedule or registration statement no.: Preliminary Information
Statement on Schedule 14C
(3) Filing party: SecurFone America, Inc.
(4) Date filed: December 23, 1999
<PAGE>
[SECURFONE LOGO]
SAN DIEGO MIAMI NEW YORK LONDON DETROIT
NOTICE OF CORPORATE NAME CHANGE
TO BE EFFECTED JANUARY 31, 2000
To SecurFone America, Inc. Stockholders:
On December 15, 1999 our Board of Directors adopted an amendment to
SecurFone's Certificate of Incorporation to change the name of the
Corporation from "SecurFone America, Inc." to "The IXATA Group Inc."
As of December 15, 1999, the holders of a majority of SecurFone's
outstanding shares of stock approved the corporate name change by a written
consent signed by each of these stockholders in accordance with Delaware law.
The name change will become effective at the close of business on
January 31, 2000.
This letter and the accompanying information statement are being
distributed to you, our stockholders, in accordance with the requirements of
Section 228(d) of the Delaware general corporation law and Section 14(c) of
the Securities Exchange Act of 1934.
By Order of the Board of Directors, January 10, 2000
PAUL B. SILVERMAN
CHIEF EXECUTIVE OFFICER
8080 DAGGET - SUITE 220 - SAN DIEGO, CA 92111 - (619) 677-5580 -
FAX (619) 677-5579 - WWW.SECURFONE.COM
<PAGE>
SECURFONE AMERICA, INC.
INFORMATION STATEMENT
GENERAL INFORMATION FOR STOCKHOLDERS
SecurFone America, Inc. was organized in 1996 to develop and market
prepaid wireless products and services in various markets throughout the
United States. In late 1998, we established a new strategic objective of
refocusing our mission to pursue new complimentary Internet-related and
e-commerce opportunities to enhance stockholder value.
On May 7, 1999, we executed an agreement to acquire all of the
outstanding common stock of IXATA, Inc., a privately-held provider of
Internet-based information and e-commerce services for the travel industry.
"IXATA" is an acronym for "Internet eXpress Advanced Technologies and
Automation." IXATA's principal product is RFP Express-TM- an Internet-based
software solution that automates the preferred lodging programs request for
proposal (or "RFP") process in the hospitality services market. The
acquisition was finalized on July 1, 1999 and we are now operating IXATA as a
wholly-owned subsidiary. By closing the IXATA acquisition, SecurFone has
established itself as a provider of Internet-based, e-commerce services in
the rapidly growing market for travel information solutions, serving an
expanding base of more than 30 Global 2000 companies and other organizations.
We plan to significantly expand IXATA's operations to offer new enhanced
information services in the travel market, targeting new and existing clients.
The Board of Directors believes it is in the best interest of SecurFone
to change its corporate name to "The IXATA Group, Inc." to capitalize upon
the success of our IXATA subsidiary and to establish an image that is
consistent with our focus on Internet-related and e-commerce solutions. We
believe that the name change will act as a critical facilitator in the
expansion of our business objective to pursue new opportunities in
Internet-based business offerings and e-commerce markets. SecurFone's common
stock is traded on the Nasdaq Over-the-Counter Bulletin Board under the
symbol "SFAI." To reflect the name change, we intend to change the symbol to
"IXTA," if it is available.
This information statement is being furnished to you in connection with
an amendment to our Certificate of Incorporation to effect the name change.
Section 242(b) of the Delaware general corporation law provides that every
amendment to the Certificate of Incorporation of a Delaware corporation must
first be adopted by a resolution of the Board of Directors and then be
subject to the approval of stockholders owning a majority of the stock
entitled to vote on the amendment. Accordingly, our Board of Directors
adopted the amendment by unanimous written consent pursuant to Section 141 of
Delaware law. The holders of a majority of our outstanding stock adopted and
approved the amendment by a written consent pursuant to Section 228.
Pursuant to Section 228 of Delaware law, we are required to provide
prompt notice of the taking of the corporate action without a meeting to the
stockholders of record who have not consented in writing to the action. This
information statement is intended to provide that notice. The amendment is
the only matter covered by this information statement. We are mailing this
information statement on or about January 10, 2000 to our stockholders of
record as of the close of business on December 15, 1999. SecurFone's
stockholders are not entitled to any dissenters' or appraisal rights under
Delaware law as a result of the approval of the amendment.
WE ARE NOT ASKING YOU FOR A PROXY AND REQUEST THAT YOU NOT SEND US A PROXY.
<PAGE>
VOTE REQUIRED
The stockholder vote required to approve the amendment to SecurFone's
Certificate of Incorporation is the affirmative vote of the holders of a
majority of SecurFone's outstanding common stock, par value $0.001 per share.
Each stockholder is entitled to one vote for each share held. The record
date for purposes of determining the number of outstanding shares of stock,
and for determining stockholders entitled to vote, is the close of business
on December 15, 1999, the day on which the Board of Directors adopted the
amendment. As of December 15, 1999, SecurFone had outstanding 11,838,142
shares of stock. Therefore, the affirmative vote of the holders of 5,919,072
shares is required to approve the amendment.
VOTE OBTAINED
Section 228 of the Delaware general corporation law provides that the
written consent of the holders of outstanding shares of voting stock, having
not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to
vote on the matter were present and voted, may be substituted for a special
meeting. In order to eliminate the cost and delay involved in holding a
special meeting and in order to effect the name change as soon as possible,
the Board of Directors decided to obtain the written consent of the holders
of a majority of SecurFone's outstanding stock.
The directors, executive officers and other stockholders who adopted the
resolutions to amend the Certificate of Incorporation to change the name of
SecurFone collectively own 8,340,000 shares, or 70.5%, of SecurFone's
outstanding stock. The amendment and name change will be effective at the
close of business on January 31, 2000. At that time Article I of SecurFone's
Certificate of Incorporation will be amended to read: "The name of the
corporation is The IXATA Group, Inc."
SECURITY OWNERSHIP OF PRINCIPLE HOLDERS AND MANAGEMENT
The following table includes, as of December 15, 1999, information
regarding the beneficial ownership of SecurFone's common stock, by each
stockholder known by us to be the beneficial owner of more than 5% of the
outstanding shares of common stock, each director and executive officer of
SecurFone, William P. Stueber, II, SecurFone's former President, and all
directors and executive officers as a group.
<TABLE>
<CAPTION>
Beneficial Ownership (2)
-------------------------
Names and Address (1) Shares Percentage
- ----------------------------------- --------- ----------
<S> <C> <C>
Andreoli Family Trust (3)(4) 1,761,875 14.9%
Fred Gluckman (4)(5) 1,761,875 14.9%
William P. Stueber, II (6) -- --
Andrew H. Kent (7) 40,000 0.2%
Paul B. Silverman (8) 150,000 1.3%
Michael M. Grand (4)(9) 4,350,000 36.6%
Robert A. Steiner (4)(10) 516,250 4.4%
Paul D. Hatch (11) -- --
All directors and executive officers as
a group (seven individuals) (12) 6,798,125 56.4%
</TABLE>
- ----------------
Footnotes appear on the next page.
2
<PAGE>
(1) Unless otherwise indicated, the address of each of the beneficial owners is
c/o SecurFone America, Inc., 8080 Dagget, Suite 220, San Diego, California
92111.
(2) Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares
beneficially owned by them. A person is considered to be the beneficial
owner of securities that can be acquired by that person within 60 days from
December 15, 1999 upon the exercise of warrants or options. Each
beneficial owner's percentage ownership is determined by assuming that
options or warrants that are held by that person (but not those held by any
other person) and which are exercisable within 60 days from December 15,
1999 have been exercised.
(3) The Andreoli Family Trust's address is 3131 Liberty Circle South, Las
Vegas, Nevada 89121.
(4) In connection with the IXATA acquisition, SecurFone entered into a voting
agreement effective July 1, 1999 with Montpilier Holdings, Inc., which is
owned indirectly by Michael M. Grand and the former stockholders of IXATA,
including the Gluckman Family Trust, of which Fred Gluckman is the Trustee,
the Andreoli Family Trust and Robert A. Steiner. The voting agreement
provides that to the extent that any of the parties to the voting agreement
are the legal or beneficial owners of any shares of voting stock of
SecurFone, they will vote those shares: (1) in favor of electing to the
Board of Directors of SecurFone, Michael M. Grand, Paul B. Silverman and
Andrew H. Kent (so long as each is willing to serve) or their respective
replacement appointed by Mr. Grand; and (2) in favor of electing to the
Board of Directors, Fred Gluckman, Robert A. Steiner and Paul D. Hatch (so
long as each is willing to serve) or their respective replacement appointed
by the vote or consent of a majority of the holders of the shares held by
the former IXATA stockholders. The voting agreement will terminate on the
first to occur of: (1) the mutual written agreement of all the parties to
terminate the agreement; (2) the death or dissolution of the last of
certain parties to the agreement; (3) the sale of 80% or more of the
outstanding capital stock of SecurFone; (4) certain parties to the
agreement cease to collectively own at least 25% of the outstanding voting
stock of SecurFone; or (5) the fifth anniversary of the agreement. The
parties to the voting agreement own 8,850,000 shares of SecurFone's common
stock as a group, representing 74.8% of the outstanding shares.
(5) These shares are held by the Gluckman Family Trust of which Mr. Gluckman is
the trustee. Does not include an option to purchase 50,000 shares granted
to Mr. Gluckman under the Directors' Option Plan, which is not presently
exercisable.
(6) Mr. Stueber's address is c/o Direct Mobile Vortex Cellular, 14 E. Main
Street, Somerville, New Jersey 08876. Mr. Stueber left SecurFone to pursue
other interests effective October 31, 1998.
(7) Includes options to purchase 20,000 shares. Does not include an option to
purchase 50,000 shares granted under the Director's Option Plan or an
option purchase 20,000 shares granted upon execution of Mr. Kent's
employment agreement, which are not presently exercisable, or options to
acquire up to an additional 25,000 shares contingent upon SecurFone's
ability to meet specified market capitalization and financial milestones
which have not yet been reached.
(8) Includes an option to purchase 100,000 shares granted upon execution of Mr.
Silverman's employment agreement and an option to purchase 50,000 shares
granted under the Directors' Option Plan. Does not include options to
acquire up to an additional 300,000 shares contingent upon SecurFone's
ability to meet specified market capitalization and financial milestones
which have not yet been reached.
(9) Includes an option to purchase 50,000 shares granted under the Directors'
Option Plan and 4,300,000 shares held by Montpilier Holdings, Inc.
Montpilier is wholly owned by Parthenon Holdings, L.L.C., of which Mr.
Grand is the sole shareholder.
(10) Does not include an option to purchase 50,000 shares granted under the
Directors' Option Plan, which is not presently exercisable.
(11) Does not include an option to purchase 50,000 shares granted under the
Directors' Option Plan, which is not presently exercisable.
(12) Includes options to purchase a total of 220,000 shares.
3
