0001177497-05-000009.txt : 20120703
0001177497-05-000009.hdr.sgml : 20120703
20050118111757
ACCESSION NUMBER: 0001177497-05-000009
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050118
DATE AS OF CHANGE: 20050118
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: REZCONNECT TECHNOLOGIES INC
CENTRAL INDEX KEY: 0000852766
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
IRS NUMBER: 112602120
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-55259
FILM NUMBER: 05532590
BUSINESS ADDRESS:
STREET 1: 560 SYLVAN AVENUE
CITY: ENGLEWOOD CLIFFS
STATE: NJ
ZIP: 07632
BUSINESS PHONE: 2015678500
MAIL ADDRESS:
STREET 1: 560 SYLVAN AVENUE
CITY: ENGLEWOOD CLIFFS
STATE: NJ
ZIP: 07632
FORMER COMPANY:
FORMER CONFORMED NAME: ETRAVNET COM INC
DATE OF NAME CHANGE: 19991005
FORMER COMPANY:
FORMER CONFORMED NAME: PLAYORENA INC
DATE OF NAME CHANGE: 19940311
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: REZCONNECT TECHNOLOGIES INC
CENTRAL INDEX KEY: 0000852766
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
IRS NUMBER: 112602120
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 560 SYLVAN AVENUE
CITY: ENGLEWOOD CLIFFS
STATE: NJ
ZIP: 07632
BUSINESS PHONE: 2015678500
MAIL ADDRESS:
STREET 1: 560 SYLVAN AVENUE
CITY: ENGLEWOOD CLIFFS
STATE: NJ
ZIP: 07632
FORMER COMPANY:
FORMER CONFORMED NAME: ETRAVNET COM INC
DATE OF NAME CHANGE: 19991005
FORMER COMPANY:
FORMER CONFORMED NAME: PLAYORENA INC
DATE OF NAME CHANGE: 19940311
SC 13D
1
sch13d_rez-12082004.txt
REZCONNECT TECHNOLOGIES INC SCH 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
REZconnect Technologies, Inc.
-----------------------------
(Name of Issuer)
Common Stock, par value of $.001 per share
------------------------------------------
(Title of Class of Securities)
297868101
---------
(CUSIP Number)
Gerard S. DiFiore, Esq.
Reed Smith LLP
One Riverfront Plaza
Newark, New Jersey 07102
(p) 973.621.3179
(f) 973.621.3199
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
-
December 8, 2004
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
CUSIP Number: 297868101
---------
1) Name of Reporting Person and S.S. or I.R.S. Identification Nos. of
Above Person:
Name: Great River Enterprises, LP#1 ("Great River") (1)
T.I.N.: 37-1391763
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Illinois
Number of (7) Sole Voting Power: 179,700 (2)
Shares Beneficially (8) Shared Voting Power 16,665,996 (3)
Owned by Each (9) Sole Dispositive Power: 179,700 (2)
Reporting Person With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
16,845,696(3)(4).
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 72.8%(3)(4)
-- --- ----
14) Type of Reporting Person (See Instructions): PN
(1) J. Lloyd Tomer is the sole stockholder of a corporation that is the
general partner of Great River, a partnership that owns the shares
being reported.
(2) This number includes: (i) 79,700 shares of Issuer's common stock, $.001
par value per share (the "Common Stock") r/n/o J. Lloyd Tomer and (ii)
non-qualified stock options to purchase up to 100,000 shares of Common
Stock at a per share exercise price of $1.00.
(3) This number includes the following shares of stock held by Great River:
(i) 3,947,559 shares of Common Stock and (ii) 2,174,279 shares of the
Issuer's Series B Convertible Preferred Stock ("Series B Stock") that
are convertible on a one for one basis for Common Stock. This number
also includes 10,544,158 shares of Common Stock and Series B Stock of
which Great River may be deemed to be the beneficial owner pursuant to
the Stockholders' Agreement dated as of December 8, 2004 (the
"Stockholders' Agreement") by and among Michael Brent, Derek Brent,
Great River, J. Scott Tomer and J. Kim Sorensen. See Items 4 and 6 for
a full explanation of the Stockholders' Agreement. Great River
disclaims beneficial ownership of 10,544,158 shares of Common Stock and
Series B Stock that are subject to the Stockholders' Agreement.
(4) This number includes 79,700 shares of Common Stock held directly by J.
Lloyd Tomer and non-qualified stock options to purchase up to 100,000
shares of Common Stock; all of which are not subject to the terms and
conditions of the Stockholders' Agreement.
2
CUSIP Number: 297868101
---------
1) Name of Reporting Person and S.S. or I.R.S. Identification Nos. of
Above Person:
Name: J. Kim Sorensen
Social Security No.: ###-##-####
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: U.S. Citizen
Number of (7) Sole Voting Power: 158,799(1)
Shares Beneficially (8) Shared Voting Power 16,665,996(2)
Owned by Each (9) Sole Dispositive Power: 158,799(1)
Reporting Person With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
16,824,795(2)(3)
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 72.6%(2)(3)
----
14) Type of Reporting Person (See Instructions): IN
(1) This number includes: (i) 23,799 shares of common stock, $.001 par
value per share ("Common Stock") which are held jointly by J. Kim
Sorensen and his spouse and (ii) non-qualified stock options issued to
Mr. Sorensen to purchase up to 100,000 shares of Common Stock at a per
share exercise price of $1.00 and non-qualified stock options to
purchase up to 35,000 shares of Common Stock at a per share exercise
price of $2.00 (collectively referred to as the "Sorensen Options").
(2) This number includes the following number of shares of stock held by
Mr. Sorensen: (i) 1,393,125 shares of common stock and (ii) 767,321
shares of Series B Convertible Preferred Stock ("Series B Stock") that
are convertible on a one for one basis for Common Stock. This number
also includes 14,505,550 shares of Common Stock and Series B Stock of
which Mr. Sorensen may be deemed to be the beneficial owner pursuant to
the Stockholders' Agreement dated December 8, 2004 (the "Stockholders'
Agreement") by and among Michael Brent, Derek Brent, Great River
Enterprises, LP #1, J. Scott Tomer and Mr. Sorensen. See Items 4 and 6
for a full explanation of the Stockholders' Agreement. Mr. Sorensen
disclaims beneficial ownership of 14,505,550 shares of Common Stock and
Series B Stock that are subject to the Stockholders' Agreement.
(3) This number includes 23,799 shares of Common Stock held jointly by J.
Kim Sorensen and his spouse and the 135,000 shares of Common Stock
underlying Sorensen Options; all of which are not subject to the terms
and conditions of the Stockholders' Agreement.
3
CUSIP Number: 297868101
---------
1) Name of Reporting Person and S.S. or I.R.S. Identification Nos. of
Above Person:
Name: J. Scott Tomer
Social Security No.: ###-##-####
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: U.S. Citizen
Number of (7) Sole Voting Power: 135,000(1)
Shares Beneficially (8) Shared Voting Power 16,665,996(2)
Owned by Each (9) Sole Dispositive Power: 135,000(1)
Reporting Person With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
16,800,996(2)(3).
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 72.5%(2)(3)
----
14) Type of Reporting Person (See Instructions): IN
(1) This number includes non-qualified stock options to purchase up to
100,000 shares of Common Stock at a per share exercise price of $1.00
and non-qualified stock options to purchase up to 35,000 shares of
Common Stock at a per share exercise price of $2.00 (collectively
referred to herein as the "Tomer Options").
(2) This number includes the following shares of stock held by J. Scott
Tomer: (i) 1,393,125 shares of common stock, $.001 par value per share
("Common Stock") and (ii) 767,321 shares of Series B Convertible
Preferred Stock ("Series B Stock") that are convertible on a one for
one basis for Common Stock. This number also includes 14,505,550 shares
of Issuer Common Stock and Series B Stock of which J. Scott Tomer may
be deemed to be the beneficial owner pursuant to the Stockholders'
Agreement dated December 8, 2004 (the "Stockholders' Agreement") by and
among Michael Brent, Derek Brent, Great River Enterprises, LP #1, J.
Kim Sorensen and Mr. Tomer. See Items 4 and 6 for a full explanation of
the Stockholders' Agreement. J. Scott Tomer disclaims beneficial
ownership of 14,505,550 shares of Common Stock and Series B Stock that
are subject to the Stockholders' Agreement.
(3) This number includes 135,000 shares of Common Stock underlying the
Tomer Options which are not subject to the terms and conditions of the
Stockholders Agreement.
4
Item 1. Security and Issuer
-------------------
This Statement of Beneficial Ownership (the "Original Statement"),
relates to the common stock, par value of $.001 per share ("Common Stock") and
Series B Convertible Preferred Stock, $.001 par value per share ("Series B
Stock") of REZconnect Technologies, Inc., a New York corporation (the "Issuer"),
whose principal executive offices are 560 Sylvan Avenue, Englewood Cliffs, New
Jersey 07632. This Original Statement is being filed by Great River Enterprises,
LP #1 ("Great River"), J. Kim Sorensen ("Sorensen") and J. Scott Tomer ("Tomer")
(collectively Great River, Sorensen and Tomer shall be referred to herein as the
"Reporting Parties" and each a "Reporting Party") in connection with the receipt
by the Reporting Parties of Common Stock and Series B Stock of the Issuer as
consideration for the merger transaction set forth below.
Item 2. Identity and Background
-----------------------
(a) Name Great River Enterprises, LP#1
J. Kim Sorensen
J. Scott Tomer
(b) Address for all Reporting Parties 200 West Third Street- Suite 600
Alton, Illinois 62002
(c) Title Great River - None(5)
Sorensen - Treasurer
Tomer - President
(d) Conviction No
(e) Civil Proceedings No
(f) Great River - formed in Illinois
Sorensen - U.S. Citizen
Tomer - U.S. Citizen
(5) Great River holds no title, but J. Lloyd Tomer is Chairman of the Board of
Directors of the Issuer.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Pursuant to a stock for stock merger, the Reporting Parties received
Common Stock and Series B Stock in exchange for all of their shares of common
stock, no par value ("YTB Common Stock"), of Yourtravelbiz.com, Inc. ("YTB").
The terms of the Merger are described in more detail in Item 4 below.
Item 4. Purpose of Transaction
----------------------
Pursuant to the Merger and Stock Exchange Agreement dated September 17,
2004, as amended November 19, 2004 (the "Merger Agreement") by and among the
Issuer, YTB and the stockholders of YTB, the stockholders of YTB (including the
Reporting Parties) acquired both Common Stock and Series B Stock in exchange for
5
all of the outstanding YTB Common Stock. As a result of the merger (the
"Merger"), the stockholders of YTB acquired slightly more than 50% of the
outstanding Common Stock of the Company (assuming the conversion of the Series B
Stock into Common Stock). Each share of Series B Stock is convertible into one
share of Common Stock, subject to adjustment, and has voting rights on an as
converted basis. The number of people sitting on the board of directors of the
Issuer (the "Board") has now changed to include the Reporting Parties and/or
their designee, all as described in Item 5 below.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) Aggregate Number and %: See description contained in rows 7-11 of
the respective Cover Page for each Reporting Party which is hereby incorporated
by reference.
(b) Power to Vote or Dispose of Shares: See description contained in
rows 7-11 of the respective Cover Page for each Reporting Party which is hereby
incorporated by reference.
(c) Transactions within Prior 60 days: No transactions have been
effected between the Issuer and Reporting Parties beyond those described in
Items 3 and 4. The information contained in Items 3 and 4 are hereby
incorporated by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, arrangements, understandings or relationships with respect
---------------------------------------------------------------------
to securities of the Issuer.
---------------------------
Pursuant to the Merger Agreement, the Reporting Parties, along with
certain principal stockholders of the Issuer, entered into a stockholders'
agreement (the "Stockholders' Agreement") which addressed corporate governance
of the Issuer and related issues following the closing of the Merger. The
Stockholders' Agreement consisted of the following two groups: (i) Michael Brent
and Derek Brent (constituting on the one hand the "Brent Group") and (ii) the
principal stockholders of YTB consisting of Reporting Parties (constituting on
the other hand the "Tomer Group"). The substantive terms of the Stockholders'
Agreement are as follows and all capitalized terms not otherwise defined herein
have the meanings given them in the Stockholders' Agreement:
Number of Directors: The Issuer will be governed by a Board of Directors
initially consisting of six (6) members. Within ninety (90) days after the
Closing of the Merger (unless such date is mutually extended by the parties to
this Agreement), the Board of Directors shall be increased to nine (9) members
in order to add the Tomer Group Independent Director, the Brent Group
Independent Director and the Outside Independent Director, as each term is
defined below. The number of Board members may not be increased or decreased
except as provided for in the Stockholders' Agreement.
6
Nomination and Election of Directors: For so long as the Tomer Group
beneficially owns at least 20% of the shares of Common Stock held by them on the
date the Stockholders' Agreement was executed, they shall be entitled to
nominate and have elected three (3) directors acceptable to them in their sole
discretion (the "Tomer Group Directors"); and one (1) director (the "Tomer Group
Independent Director") who must satisfy the standards of independence
established by the American Stock Exchange or such other national securities
exchange or interdealer quotation system on which the Issuer's common stock is
listed or traded (the "Exchange"). For so long as the Brent Group beneficially
owns at least 20% of the shares of Common Stock held by them on the date the
Stockholders' Agreement was executed, they shall be entitled to nominate and
have elected three (3) directors acceptable to them in their sole discretion
(the "Brent Group Directors"); and one (1) director (the "Brent Group
Independent Director") who shall satisfy the standards of independence
established by the Exchange. The Tomer Group Independent Director and the Brent
Group Independent Director shall select one (1) additional director (the
"Outside Independent Director") who must satisfy the standards of independence
established by the Exchange.
Certain Actions Requiring Majority Stockholder Approval: For so long as the
Brent Group and the Tomer Group shall collectively own shares constituting at
least 20% of the Common Stock then outstanding, without either: (A) the prior
unanimous vote of the Brent Group Directors and the Tomer Group Directors; or
(B) the prior affirmative vote of at least 75% of the shares of Common Stock
then beneficially owned by the Tomer Group and the Brent Group taken
collectively (either of (A) or (B) being referred to as a "Majority Vote"), the
Issuer shall not, and the Brent Group Directors and the Tomer Group Directors
shall use their respective best efforts to preclude the Issuer and each
subsidiary of the Issuer, whether directly or indirectly, from taking certain
enumerated actions, including but not limited to:
(i) any form of stock issuance; purchase or otherwise acquire any
significant business or assets;
(ii) sell, lease assign or otherwise transfer all or substantially
all of the Issuer's assets; enter into any agreement or cause
or permit the Issuer or a subsidiary to enter into any
agreement for a merger, consolidation, sale or dissolution of
the Issuer and/or any subsidiary;
(iii) amend, modify, alter or repeal the Issuer's or any
subsidiary's Articles of Incorporation or Bylaws;
(iv) effect any public offering of the Issuer's or a subsidiary's
securities;
(v) amend or modify the terms of the Stockholders' Agreement;
alter the size or composition of the Board of Directors of the
Issuer;
(vi) or incur debt or guarantee any third party obligations in an
amount above $50,000.
7
Removal of Directors: Except as otherwise provided in the Stockholders'
Agreement, each party to the Stockholders' Agreement agrees not to take any
action or to cause the Issuer to take any action to remove, with or without
cause, any director of the Issuer. Notwithstanding the foregoing, the Brent
Group and/or the Brent Group Directors at all times have the right to recommend
the removal, with or without cause, of the Brent Group Directors and the Brent
Group Independent Director; and the Tomer Group and the Tomer Group Directors
have the right to recommend the removal, with or without cause, of any Tomer
Group Director and the Tomer Group Independent Director. If the removal of any
director is recommended as provided in the Stockholders' Agreement, then a
special meeting of stockholders is required to be held (or action by written
consent without a meeting), for the purpose of removing such director, and each
of the parties to Stockholders' Agreement agree to vote all of their respective
shares (or to execute a written consent in respect of all such shares) for the
removal of such director.
Vacancies: At any time a vacancy exists on the Board of Directors, the remaining
directors (if any) representing the Brent Group or Tomer Group whose Board seat
is vacant shall have the right to designate and elect the person to fill such
vacancy. If no directors representing such respective group remain as a result
of such vacancy, the Brent Group or Tomer Group, as applicable, shall have the
right to designate and elect the person to fill such vacancy. The Stockholders'
Agreement also provides that to the extent required by law, (i) all directors on
the Board and (ii) all holders of shares who are parties to the Stockholders'
Agreement, are required to vote in favor of electing such designated director to
fill the vacancy.
Covenant to Vote: Each of the parties to the Stockholders' Agreement agrees to
vote, in person or by proxy, all of the shares beneficially owned by such
stockholder, at any annual or special meeting of stockholders of the Issuer
called for the purpose of voting on the election of directors or by consensual
action of stockholders without a meeting with respect to the election of
directors, in favor of the election of the director(s) nominated by the Brent
Group and the Tomer Group, respectively, as the case may be, in accordance with
the Stockholders' Agreement. Each party to the Stockholders' Agreement is
required to vote the shares owned by such party and shall take all other actions
necessary to ensure that the Issuer's Articles of Incorporation and By-Laws do
not at any time conflict with the provisions of the Stockholders' Agreement.
Quorum: No action shall be taken at any meeting of the Board of Directors of the
Issuer, except for the adjournment of such meeting, unless at least two Tomer
Group Directors; two Brent Group Directors (and once of the Independent
Directors have been identified and elected) at least one (1) Independent
Director shall be present. For purposes of a quorum, any director may be present
at any meeting in person, by means of telephone or similar communications
equipment by means of which each person participating in the meeting can hear
and speak to each other or, to the extent permitted under applicable law, by
proxy or by nominee director. No action shall be taken at any meeting of
stockholders of the Issuer unless a majority of the shares of Common Stock
beneficially owned by the Tomer Group and the Brent Group are represented at the
meeting, in person or by proxy.
Committees of the Board: The Board shall appoint such committees, including an
audit committee and a compensation committee, as shall be permissible under
Section 712 of the Business Corporation Law of the State of New York (or such
8
successor provisions of the Delaware General Corporation Law following the
Issuer's planned reincorporation into Delaware) and the rules of the Exchange
and as the Board shall deem reasonable and necessary and as shall be required by
the Exchange. Unless Exchange rules shall otherwise require and subject to the
formation and composition of the Subsidiary Committees (as defined in the
Stockholders' Agreement), at least half of the members of any such committee
shall be comprised of Tomer Group Directors, provided, that if the Board creates
an executive committee, one member of such committee must be a Brent Group
Director.
Amendment of the By-Laws: As one of the closing conditions for the Merger, the
Board of Directors amended the By-Laws of the Issuer to create committees of the
Board ("Subsidiary Committees") which will have the authority to vote all of the
shares of common stock of the respective subsidiaries held by the Issuer.
Specifically, the member of each Subsidiary Committee will have the following
make-up: YourTravelBiz.com, Inc (two Tomer Group and two Brent Group Directors);
REZconnect Technologies, Inc. (three Brent Group and two Tomer Group Directors);
and Your Travel Network, Inc. (two Brent Group and two Tomer group Directors as
well as one Outside Independent Director). Upon the Issuer's Board of Directors
being increased to nine (9) members including the appointment of the Outside
Independent Director, the Board of Directors of the YTB Travel Network, Inc.
subsidiary will be increased to five (5) members and the Outside Independent
Director will be appointed to serve on such Board.
Item 7. Material to be filed as Exhibits
--------------------------------
Number Description
------ -----------
99.1 Amended Merger and Stock Exchange Agreement dated November 19, 2004
99.2 Stockholders' Agreement dated December 8, 2004
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
Great River Enterprises, LP #1
By:
---------------------------------
J. Lloyd Tomer, Authorized Person
------------------------------------
J. Scott Tomer, Individually
------------------------------------
J. Kim Sorensen, Individually
Dated: January 18, 2005
9
EXHIBIT INDEX
Number Description
------ -----------
99.1 Amended Merger and Stock Exchange Agreement dated November 19, 2004*
99.2 Stockholders' Agreement dated December 8, 2004*
*Previously filed by the Issuer as an Exhibit on Form 8-K, on December 14, 2005.
10