t67961_def14a.htm
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of
1934
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Filed
by the Registrant þ
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Filed
by a Party other than the Registrant o
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Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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ROOMLINX,
INC.
(Name of
Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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þ
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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of each class of securities to which transaction
applies:
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Aggregate
number of securities to which transaction applies:
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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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Proposed
maximum aggregate value of transaction:
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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.
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Amount
Previously Paid:
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Schedule or Registration Statement No.:
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ROOMLINX,
INC.
2150
W. 6th Ave., Unit H
Broomfield,
CO 80020
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
to
be held May 28, 2010
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders of Roomlinx, Inc., a
Nevada corporation (the “Company” or “Roomlinx”), will be held on May 28, 2010,
at 10:00 am local time, at the offices of the Company, 2150 W. 6th
Ave., Unit H, Broomfield, Colorado 80020, for the following
purposes:
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1.
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to
elect each of Michael S. Wasik, Judson Just
and Jay Coppoletta to our Board of Directors to serve until the
next Annual Meeting until his successor is elected and qualified
(“Proposal 1”);
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2.
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to
approve an amendment to the Company’s Articles of Incorporation effecting
a 1-for-100 reverse stock split of the Company’s Common Stock and a
simultaneous decrease in the number of authorized shares of the Company’s
Common Stock to 200,000,000 (“Proposal 2”);
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3.
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to
ratify the appointment of Stark Winter Schenkein & Co LLP as our
independent registered public auditors for the fiscal year ending December
31, 2010 (“Proposal 3”); and
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4.
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to
transact such other business as may properly come before the meeting or
any adjournment thereof.
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Stockholders
of record at the close of business on May 5, 2010 are entitled to notice of and
to vote at the meeting and any adjournments. All stockholders are
cordially invited to attend the meeting.
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Important
Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Stockholders to be held on May 28, 2010: The
proxy materials enclosed with this Notice are also available over the
internet at www.shareholdermaterial.com/roomlinx.com.
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All
stockholders are cordially invited to attend the meeting in person. Whether or
not you expect to attend the meeting, please complete, date, sign and return the
enclosed proxy card as promptly as possible in order to ensure your
representation at the meeting. A return envelope (which is postage prepaid if
mailed in the United States) is enclosed for that purpose. If your
shares are held in an account at a brokerage firm, bank or other nominee, you
may be able to vote on the Internet or by telephone by following the
instructions provided with your voting form. Even if you have already voted your
proxy, you may still vote in person if you attend the meeting. Please note,
however, that if your shares are held in an account at a brokerage firm by a
broker, bank or other nominee, and you wish to vote at the meeting, you must
obtain a proxy card issued in your name from the record holder.
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/s/ Michael S. Wasik
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Dated: May
10, 2010
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Michael
S. Wasik
Chairman
of the Board and Chief Executive
Officer
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2150
W. 6th Ave., Unit H
Broomfield,
CO 80020
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
May
28, 2010
GENERAL
INFORMATION
General
This
proxy statement contains information about the 2010 Annual Meeting of
Stockholders of Roomlinx, Inc. (the “Annual Meeting”), including any
postponements or adjournments of the meeting. The Annual Meeting will
be held at Roomlinx, Inc., 2150 W. 6th Ave., Broomfield, CO 80020, on May 28,
2010, at 10:00am local time.
In this
proxy statement, we refer to Roomlinx, Inc. as “Roomlinx,” “us” or the
“Company.”
We are first sending by mail these
proxy materials (consisting of this proxy statement, our Annual Report on Form
10-K for the year ended December 31, 2009 and a form of proxy) to each
stockholder entitled to vote at the Annual Meeting and making them available over the internet at www.shareholdermaterial.com/roomlinx.com on or about May 10,
2010.
Our
Annual Report on Form 10-K for the year ended December 31, 2009 is also
available through the Securities and Exchange Commission’s EDGAR system at http://www.sec.gov. To
request a printed copy of our Annual Report on Form 10-K, which we will provide
to you without charge, write to Roomlinx, Inc., 2150 W. 6th Ave., Unit H,
Broomfield, CO 8002, Attention: CEO. No material on our website is part of this
proxy statement.
Your
proxy is being solicited by and on behalf of the Board of Directors of Roomlinx
to be voted at the Annual Meeting, and at any and all adjournments
thereof. The Annual Meeting is being held for the purposes set forth
in the accompanying Notice of Annual Meeting to Stockholders.
Costs
of Solicitation
Our
Board is soliciting your proxy for use at the Annual Meeting of Stockholders and
at any adjournment of the Annual Meeting of Stockholders. We will bear the costs
of the proxy solicitation, including expenses in connection with the preparation
of this Proxy Statement. In addition to solicitation by mail, our
officers, directors and employees may solicit proxies in person, by telephone,
by facsimile and by e-mail.
Stockholders
Entitled to Vote
Pursuant
to the By-Laws of the Company, the Board of Directors has fixed the time and
date for the determination of stockholders entitled to notice of and to vote at
the meeting as the close of business on May 5, 2010. Accordingly,
only stockholders of record at the close of business on such date will be
entitled to vote at the meeting, notwithstanding any transfer of any stock on
the books of the Company thereafter.
At the
close of business on May 5, 2010, (i) the Company had
outstanding 423,790,259 shares of Common Stock, $.001 par value per share
(the "Common Stock"), each of which entitled the holder to one vote and which
are entitled to vote at the Annual Meeting. There were no issued
shares held by the Company in its treasury.
Required
Vote, Broker Non-Votes and Abstentions
The
presence of the holders of a majority of the outstanding shares of Common Stock
entitled to vote at the Annual Meeting, present in person or represented by
proxy, is necessary to constitute a quorum. The election of directors nominated
will require the vote, in person or by proxy, of a plurality of all shares
entitled to vote at the Annual Meeting. Proposal 2 approving the
amendment to the Company’s Articles of Incorporation effecting a 1-for-100
reverse stock split of the Company’s Common Stock and simultaneously decreasing
the number of authorized shares of Common Stock to 200,000,000 will require the
approval of the holders of a majority of the outstanding shares of Common
Stock. All other matters will require the affirmative vote of a
majority of the votes cast.
Proxies
marked as abstaining (including proxies containing "broker non-votes") on any
matter to be acted upon by stockholders will be treated as present at the
meeting for purposes of determining a quorum but will not be counted as votes
cast on such matters. A "broker non-vote" occurs when a broker holds
shares of Common Stock for a beneficial owner and does not vote on a particular
proposal because the broker does not have discretionary voting power for that
particular item and has not received instructions from the beneficial
owner. If a quorum is present, abstentions will have no effect on the
election of directors or on any of the other proposals to be voted upon, except
for Proposal 2 where an abstention will have the same effect as a vote “against”
such proposal.
If
your shares are held for you in an account by a broker, bank or other nominee,
you are considered the beneficial owner of shares held in “street name.” As the
beneficial owner, you have the right to direct your broker, bank, or nominee how
to vote your shares by following their instructions for voting. If do
not vote your shares that are held in “street name”, your brokerage firm, under
certain circumstances, may vote your shares for you if you do not return your
proxy. Brokerage firms have authority to vote customers’ unvoted shares on some
routine matters. If you do not give a proxy to your brokerage firm to vote your
shares, your brokerage firm may either vote your shares on routine matters, or
leave your shares unvoted. Proposal 3, to ratify the appointment of
Stark Winter Schenkein & Co LLP as our independent registered public
accounting firm, is considered a routine matter. Proposal 1, to elect
directors, and Proposal 2, to approve a reverse stock split, are considered
non-routine matters. Your brokerage firm cannot vote your shares with respect to
Proposal 1 or Proposal 2 unless they receive your voting
instructions. We encourage you to provide voting instructions to your
brokerage firm by giving your proxy. This ensures your shares will be voted at
the Annual Meeting according to your instructions. You should receive directions
from your brokerage firm about how to submit your proxy to them at the time you
receive this proxy statement.
A proxy
may be revoked by the stockholder at any time prior to its being voted. Any
proxy given pursuant to this solicitation may be revoked by the person giving it
at any time before its use by delivery to the Company, Attn: Chief Executive
Officer, of a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person.
If a
proxy is properly signed and is not revoked by the stockholder, the shares it
represents will be voted at the meeting in accordance with the instructions of
the stockholder. If the proxy is signed and returned without specifying choices,
the shares will be voted in favor of the election as director of the nominees
listed on the following pages, in favor of Proposals 2 and 3, and as recommended
by the Board of Directors with regard to all other matters, or if no such
recommendation is given, in the proxy holder’s own discretion. Votes are
tabulated at the Annual Meeting by inspectors of election.
Dissenters’ Right of Appraisal
There is
no proposal to be voted upon at the Annual Meeting for which Nevada law, our
articles of incorporation or bylaws provide a right of a stockholder to dissent
and obtain appraisal of or payment for such stockholder’s
shares. Therefore, our stockholders do not have dissenters’ rights
with respect to the proposals to be voted upon by the stockholders as described
in this proxy statement.
Interest
of Certain Persons in Matters to Be Acted Upon
Michael
S. Wasik, Chairman of the Board of Directors and our Chief Executive Officer,
owns 25,233,566 shares of Common Stock and his vote of such shares will count
with respect to each Proposal.
Christopher
T. Blisard, a current member of our Board of Directors, owns 2,292,084 shares of
Common Stock and his vote will count with respect to each Proposal.
Judson
Just, a member of our Board of Directors and a current nominee for Director,
owns 1,699,000 shares of our Common Stock and his vote will count with respect
to each Proposal. Mr. Just is the brother and brother-in-law of
Jennifer Just and Matthew Hulsizer, respectively. Jay Coppoletta, a
nominee for Director, is employed by an entity owned or controlled by Mr.
Hulsizer and Ms. Just. Mr. Hulsizer and Ms. Just jointly own
97,613,979 shares of our Common Stock and certain trusts of which they are
trustees own, in the aggregate, 8,488,172 shares of our Common
Stock. Cenfin LLC, an affiliate of Mr. Hulsizer and Ms. Just, owns
11,600,000 shares of our Common Stock. All such shares will count
respect to each Proposal.
Security
Ownership of Certain Beneficial Owners and Management
The
following tables set forth certain information regarding the beneficial
ownership of our common stock and preferred stock, as of May 5, 2010, by (i)
each person who is known by us to be the beneficial owner of more than 5% of our
outstanding common stock or any class or series of voting preferred stock; (ii)
each of our named executive officers, current directors, and nominees for
directors; and (iii) all of our named executive officers and current directors
as a group. In determining the number and percentage of shares
beneficially owned by each person, shares that may be acquired by such person by
conversion of convertible debt convertible and under options or warrants
exercisable within 60 days of May 5, 2010 are deemed beneficially owned by such
person and are deemed outstanding for purposes of determining the total number
of outstanding shares for such person and are not deemed outstanding for such
purpose for all other stockholders. The percentage ownership is
based upon 423,790,259 shares of Common Stock and 720,000 shares of Class A
Preferred Stock issued and outstanding as of May 5, 2010. Shares of
Class A Preferred Stock are non-voting and are not convertible into shares of
Common Stock.
COMMON
AND CLASS A PREFERRED STOCK
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Name
and Address
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Number
of Shares
of
Common
Stock
Beneficially
Owned
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Percent
of
Common
Stock
Beneficially
Owned
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Number
of
Shares
of Class A
Preferred
Stock
Beneficially
Owned
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Percent
of
Class
A
Preferred
Stock
Beneficially
Owned
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Michael
S. Wasik(1)
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41,233,566
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9.4%
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0
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*
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Judson
Just
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1,699,000
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*
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0
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*
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Christopher
Blisard(2)
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2,792,084
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*
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0
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*
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Jay
Coppoletta
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0
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*
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0
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*
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Jennifer
Just(3)
c/o
Roomlinx, Inc.
2150
W. 6th Ave., Unit H
Broomfield,
CO 80020
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151,858,065
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32.9%
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0
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*
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Matthew
Hulsizer(4)
c/o
Roomlinx, Inc.
2150
W. 6th Ave., Unit H
Broomfield,
CO 80020
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151,858,065
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32.9%
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0
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*
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Lewis
Opportunity Fund, L.P.
45
Rockefeller Plaza, Suite 2570
New
York, NY 10111
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69,632,136
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16.4%
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0
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*
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Verition
Multi-Strategy Master Fund Ltd.
c/o
Maples Corporate Services Limited
PO
Box 309, Ugland House
Grand
Cayman, KY1-1104
Cayman
Islands
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22,500,000
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5.3%
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0
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*
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All
executive officers and directors (3 persons)
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45,724,650
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10.4%
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0
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*
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______________________
* less
than 1%
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(1)
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Includes
(i) 25,233,566 outstanding shares owned by Mr. Wasik, (ii) options to
purchase 1,000,000 shares at $0.026 per share which expire on August 10,
2012, (iii) options to purchase 10,000,000 shares at $0.02 per share which
expire on November 20, 2013 and (iv) options to purchase 5,000,000 shares
at $0.033 per share which expire on June 5, 2016. Does not
include options to purchase 5,000,000 shares at $0.033 per share which
vest on June 5, 2011 and expire on June 5, 2016.
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(2)
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Includes
(i) 2,292,084 outstanding shares owned by Mr. Blisard and (ii) options to
purchase 500,000 shares at $0.012 per share which expire on December 31,
2015.
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(3)
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Includes
(i) 97,613,979 shares of Common Stock jointly owned with Matthew Hulsizer
(ii) 4,244,086 shares of Common Stock owned by the Just Descendant Trust
(of which Jennifer Just is Trustee), (iii) warrants jointly owned with
Matthew Hulsizer expiring July 31, 2011 to purchase 18,400,000 shares of
Common Stock at $.04 per share, (iv) warrants jointly owned with Matthew
Hulsizer expiring July 31, 2011 to purchase 18,400,000 shares of Common
Stock at $.06 per share, (v) warrants owned by the Just Descendant Trust
expiring July 31, 2011 to purchase 800,000 shares of Common Stock at $.04
per share, (vi) warrants owned by the Just Descendant Trust expiring July
31, 2011 to purchase 800,000 shares of Common Stock at $.06 per share and
(vii) 11,600,000 shares of Common Stock owned by Cenfin LLC, an affiliate
of Jennifer Just.
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(4)
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Includes
(i) 97,613,979 shares of Common Stock jointly owned with Jennifer Just,
(ii) 4,244,086 shares of Common Stock owned by the Hulsizer Descendant
Trust (of which Matthew Hulsizer is Trustee), (iii) warrants jointly owned
with Jennifer Just expiring July 31, 2011 to purchase 18,400,000 shares of
Common Stock at $.04 per share, (iv) warrants jointly owned with Jennifer
Just expiring July 31, 2011 to purchase 18,400,000 shares of Common Stock
at $.06 per share, (v) warrants owned by the Hulsizer Descendant Trust
expiring July 31, 2011 to purchase 800,000 shares of Common Stock at $.04
per share and (vi) warrants owned by the Hulsizer Descendant Trust
expiring July 31, 2011 to purchase 800,000 shares of Common Stock at $.06
per share and (vii) 11,600,000 shares of Common Stock owned by Cenfin LLC,
an affiliate of Matthew Hulsizer.
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ELECTION
OF DIRECTORS
Pursuant
to our By-laws, our Board of Directors shall consist of one (1) or more members,
the exact number of which shall be fixed from time to time by the Board of
Directors. The Board of Directors has fixed the number of Directors
constituting the entire Board at three (3) effective as of the date of the
Annual Meeting. Each Director elected by the stockholders’ actions
will serve until the Company's next Annual Meeting and until his successor is
duly elected and qualified. Christopher T. Blisard, a current
Director, will be departing as a Director when his term expires at the Annual
Meeting. Mr. Blisard has served as a member of the Board of Directors
since July 31, 2008. Our Board of Directors thanks him for his
service to the Company.
Directors
are elected by a plurality of the votes cast by the shares entitled to vote.
“Plurality” means that the individuals who receive the largest number of votes
are elected as directors up to the maximum number of directors to be chosen.
Therefore, shares not voted, whether by withheld authority or otherwise, have no
effect on the election of directors.
Set
forth below is biographical information for the nominees for election to the
Board of Directors including information furnished by them as to their principal
occupations at present and for the past five years, certain directorships held
by each, their ages as of May 5, 2010 and the year in which each Director became
a Director of the Company.
There are
no family relationships between any nominee and/or any executive officers of the
Company. Jay Coppoletta, a nominee for Director, is employed by an
entity owned or controlled by Matthew Hulsizer and Jennifer Just, beneficial
owners of in excess of 25% of the outstanding shares of Common Stock of the
Company.
Unless instructed otherwise, the enclosed
proxy will be voted FOR the election of the nominees named below. Voting is not
cumulative. While management has no reason to believe that the nominees will not
be available as candidates, should such a situation arise, proxies may be voted
for the election of such other persons as a Director as the holders of the
proxies may, in their discretion, determine. Proxies cannot be voted for a
greater number of persons than the number of nominees named.
Recommendation
of Our Board of Directors
The Board
of Directors unanimously recommends a vote FOR the election of each of the
nominees named below.
Executive Officers, Director Nominees and
Qualifications
The
biographies of each of our current executive officers, significant employees and
nominees for director below contains information regarding the person’s
positions with the Company, business experience, director positions held
currently or at any time during the last five years, information regarding
involvement in certain legal or administrative proceedings, if applicable, and,
for director nominees, the experiences, qualifications, attributes or skills
that the Board used to determine that the person should serve as a director for
the Company beginning at the Annual Meeting.
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Name
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Age
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Position
and Offices with the Company
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Michael
S. Wasik
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40
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Chief
Executive Officer, Chief Financial Officer, and Chairman of the Board of
Directors (nominee)
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Judson
Just
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39
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Director
(nominee)
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Jay
Coppoletta
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31
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None
(nominee)
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Michael S. Wasik has served
as the Company's chief executive officer, chief financial officer and Chairman
of the Board of Directors since November 2, 2005. Mr. Wasik founded
SuiteSpeed, Inc., a wired and wireless high speed internet service provider, in
2002 and served as its Chairman and Chief Executive Officer from its inception
in 2002 until August 2005, when SuiteSpeed was merged into
Roomlinx. Prior to forming SuiteSpeed Inc, from November 1997 to
January 2002, Mr. Wasik founded TRG Inc, and served as President and Chairman of
TRG Inc. a technical consulting company. Mr. Wasik’s day-to-day
strategic leadership provides the Roomlinx Board of Directors with extensive
knowledge of the Company’s operations.
Judson P. Just, CFA has been
a member of the Board of Directors since July 31, 2008 and serves on its Audit
Committee. Mr. Just has been employed with PEAK6
Investments, LP since 1999 as a Portfolio Manager, Analyst, Trader and Manager
of the founding family’s Family Office. Established in 1997, PEAK6
Investments, LP is a leading financial institution in Chicago with an
established track record of success in proprietary trading. Recently recognized
as one of Chicago's Best and Brightest Employers to Work For,' the company is
also rapidly expanding its commercial focus to include innovative initiatives in
the online media, retail options brokerage and asset management. Judson is
also a Board member for Solution BioSciences, an animal health technology
company. Prior to PEAK6, Judson spent six years as a Trader for Heartland
Funds, a specialist in small cap equities. Mr. Just provides the
Roomlinx Board of Directors with public company experience and analytical and
financial expertise.
Jay Coppoletta, is the Chief
Legal Officer of PEAK6 Investments, L.P., a position he has held since February
2010. PEAK6 Investments, L.P. is a Chicago based financial institution
engaged in proprietary trading, asset management and retail brokerage
services. Prior to joining PEAK6, Mr. Coppoletta was an associate in the
Chicago office of Sidley Austin LLP for over six years. Sidley Austin LLP
is an international law firm with over fifteen offices and 1,600
attorneys. Mr. Coppoletta’s practice while at Sidley Austin LLP focused on
mergers and acquisitions and counseling boards of directors of public
companies. Mr. Coppoletta is a member of the state bar of Illinois and
graduated magna cum laude from the University of Michigan Law School, where he
was a member of the Law Review, in 2003. Mr. Coppoletta received a
Bachelor of Arts summa cum laude from Loyola University Chicago in 2000. Mr. Coppoletta provides the Roomlinx
Board of Directors with experience in corporate governance matters and strategic
transactions.
Related
Party Transactions
On July
31, 2008, the Company sold and issued an aggregate of 1,000 shares of Series C
Preferred Stock (“Series C Stock”) at a purchase price of $2,500 per share (or
an aggregate of $2,500,000) to Matthew Hulsizer, Jennifer Just and
certain affiliated trusts (the “Series C
Investors”). Jennifer Just is the sister of Judson Just, a Director
of the Company since July 31, 2008. The Series C Stock accrued
dividends at an annual rate of 6% per year, payable quarterly, either in cash
or, at the Company’s election, shares of the Common Stock. Pursuant
to the Series C Preferred Stock Purchase Agreement, the Investors also received
(i) Series C-1 Warrants to purchase an aggregate of 200 shares of Series C
Stock, at an initial exercise price of $4,000 per share of Series C Stock, and
(ii) Series C-2 Warrants to purchase an aggregate of 200 shares of Series C
Stock, at an initial exercise price of $6,000 per share of Series C Stock, each
expiring on the third anniversary of their date of
issuance.
On March
10, 2009, upon the filing of a Certificate of Amendment to the Company’s
Articles of Incorporation increasing the number of authorized shares of the
Company’s Common Stock from 245,000,000 to 1,500,000,000 and pursuant to the
terms of the Series C Stock Purchase Agreement, (i) all 1,000 shares of Series C
Stock were converted into an aggregate of 100,000,000 shares of Common Stock,
(ii) the Series C-1 Warrants were no longer exercisable for Series C Stock but
instead became exercisable for an aggregate of 20,000,000 shares of Common Stock
at an initial exercise price of $.04 per share and (iii) the Series C-2 Warrants
were no longer exercisable for Series C Stock but instead became exercisable for
an aggregate of 20,000,000 shares of Common Stock at an initial exercise price
of $.06 per share.
On March
31, 2009, the Company’s Board of Directors approved the issuance of 6,102,151
shares of common stock with a fair value of $91,532 for the payment of
previously accrued dividends on Series C Preferred Stock. The shares
were issued on April 2, 2009.
On June
5, 2009, the Company entered into a Revolving Credit, Security and Warrant
Purchase Agreement (the “Credit Agreement") with Cenfin LLC, a Delaware limited
liability company (“Cenfin”). Cenfin is an affiliate of Jennifer Just
and Matthew Hulsizer, joint owners of in excess of 20% of our Common
Stock. Jennifer Just is the sister of Judson Just, a Director of the
Company. Pursuant to the Credit Agreement, Cenfin agreed to make
revolving loans to Roomlinx from time to time in a maximum outstanding amount of
$5,000,000 and pursuant to which, upon the making of each such Revolving Loan,
Roomlinx agreed to issue to Cenfin a Revolving Credit Note evidencing such
Revolving Loan and a Warrant to purchase a number of shares of Roomlinx Common
Stock equal to 50% of the principal amount funded in respect of such Revolving
Loan divided by $.02 per share. Each Revolving Credit Note bears
interest at a rate of 9% per annum and matures on the fifth anniversary of its
issuance. Each Warrant is exercisable for a three year period from its issuance
at an initial exercise price of $.02 per share. On June 14, 2009, 8,500,000
warrants were granted to Cenfin pursuant to the Credit Agreement. The
Credit Agreement was approved by a majority of the members of the Company’s
Board of directors, excluding Judson Just.
As of
September 30, 2009, the Company was in default under the Credit
Agreement as a result of the Company's failure to obtain duly executed
account control agreements with respect to its primary depositary and
disbursement accounts as required by the Credit Agreement. On November 10,
2009, Cenfin waived such default and the Company and Cenfin amended the Credit
Agreement to delete that requirement from the Credit Agreement on a
going-forward basis. At December 31, 2009, $464,000 of borrowings
were outstanding under the Credit Agreement.
On
December 17, 2009, 3,100,000 warrants were granted pursuant to Credit
Agreement. Such warrants were issued at an exercise price of $0.02
per share, vested immediately and expire three years from the date of
issuance.
On March
10, 2010, the Company and Cenfin executed an amendment (the “Amendment”) to the
Credit Agreement. Pursuant to the Amendment, the Revolving Credit
Commitment under the Credit Agreement was increased from $5,000,000 to
$25,000,000 and the permitted Use of Proceeds was expanded to include certain
capital expenditures. The remaining terms of the Credit Agreement
were not amended. The Amendment was approved by a majority of the
Company’s Board of directors, excluding Judson Just. At April 12,
2010, $464,000 of borrowings were outstanding under the amended Credit
Agreement.
On April
27, 2010, Cenfin exercised the 11,600,000 warrants previously granted to it,
purchasing 11,600,000 shares of the Company’s Common Stock at a price of $0.02
per share.
There
have been no transactions, or series of similar transactions, during 2009, or
any currently proposed transaction, or series of similar transactions, to which
the Company was or is to be a party, in which the amount involved exceeded or is
expected to exceed $120,000 and in which any director of our company, any
executive officer of our company, any stockholder owning of record or
beneficially 5% or more of our common stock, or any member of the immediate
family of any of the foregoing persons, had, or will have, a direct or indirect
material interest, except as otherwise disclosed above (a “Related Person
Transaction”).
The
Company’s policy with regards to Related Person Transactions requires that where
a transaction has been identified as a Related Person Transaction, the
noninterested members of the Board of Directors of the Company must approve or
ratify it. Management must present to such noninterested members of the Board of
Directors a description of, among other things, the material facts, the
interests, direct and indirect, of the related persons, the benefits to the
Company of the transaction and whether any alternative transactions were
available. To identify Related Person Transactions, the Company relies on
information supplied by its executive officers and Directors. In considering
Related Person Transactions, the noninterested members of the Board of Directors
take into account the relevant available facts and circumstances including, but
not limited to (a) the risks, costs and benefits to the Company,
(b) the impact on a Director’s independence in the event the related person
is a director, immediate family member of a Director or an entity with which a
Director is affiliated, (c) the terms of the transaction, (d) the
availability of other sources for comparable services or products and
(e) the terms available to or from, as the case may be, unrelated third
parties or to or from employees generally. In the event a Director has an
interest in the proposed transaction, the Director must recuse himself or
herself from the deliberations and approval. In determining whether to approve,
ratify or reject a Related Person Transaction, the noninterested members of the
Board of Directors look at, in light of known circumstances, whether the
transaction is in, or is not inconsistent with, the best interests of the
Company and its stockholders, as determined by them in the good faith exercise
of their discretion.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires our officers and directors
and persons who own more than 10 percent of a registered class of our equity
securities to file reports of ownership and changes in ownership with the
SEC. During the fiscal year ended December 31, 2009, (i) Mr. Michael S. Wasik, our Chief Executive Officer
and Chairman of the Board of Directors, filed a Form 4 reporting one
transaction on a non-timely basis, (ii) Mr. Judson Just, a Director of the
Company, filed ten Forms 4 reporting a total of 35 open market purchases on a
non-timely basis and (iii) Lewis Opportunity Fund, L.P., the owner of more than
10% of our Common Stock, did not timely file a Form 3. Other than as
disclosed in the previous sentence, to the Company’s knowledge, no director,
officer or beneficial owner of more than ten percent of any class of registered
equity securities of the Company failed to file on a timely basis reports
required by Section 16(a) of the Exchange Act during the fiscal year ended
December 31, 2009.
Information
Regarding the Board of Directors and Its Committees
ROLE OF
OUR BOARD OF DIRECTORS
Our Board
of Directors monitors and oversees overall corporate performance, our short-term
and long-term strategic and business planning, the integrity of our financial
controls, risk management, and legal compliance procedures. It elects senior
management and oversees succession planning and senior management’s performance
and compensation. The Board also oversees and reviews with management its
business plan, financing plans, budget, and other key financial and business
objectives.
BOARD
LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
The
Company does not currently separate the Chief Executive Officer and Chairman of
the Board positions. The Board of Directors does not currently have a
lead independent director. The Board of Directors believes that this
structure is appropriate for the current characteristics and circumstances of
the Company due to the Company’s current size and the resulting efficiency of a
Board of Directors that is also limited in size and in which the Chief Executive
Officer also serves as the Chairman of the Board.
Independent
members of the Board keep informed about our business through discussions with
the Chief Executive Officer, by reviewing materials provided to them by the
Company on a regular basis and in preparation for Board and committee meetings,
and by participating in meetings of the Board and its
committees. These practices afford the Board members the opportunity
to oversee risk management, raise questions and engage in discussions with
management regarding areas of potential risk and administer the Board’s
oversight function.
AUDIT
COMMITTEE
The
Company has an Audit Committee of the Board of Directors, the current members of
which are Judson Just and Christopher Blisard. The Audit Committee does not have
a charter. The Board of Directors has delegated to the Audit
Committee the following principal duties: (i) reviewing with the independent
outside auditors the plans and results of the audit engagement; (ii) reviewing
the adequacy of the internal accounting controls and procedures; (iii)
monitoring and evaluating the financial statements and financial reporting
process; (iv) reviewing the independence of the auditors; and (v) reviewing the
auditors' fees. As contemplated by the Sarbanes-Oxley Act of 2002 and the rules
and regulations promulgated by the Securities and Exchange Commission there
under, the Audit Committee has assumed direct responsibility for the
appointment, compensation, retention and oversight of our independent auditors
in accordance with the timetable established with the Securities and Exchange
Commission. The Audit Committee has been established in accordance with the
provisions of the Sarbanes-Oxley Act.
AUDIT
COMMITTEE FINANCIAL EXPERT
The Board
of Directors has determined that it has an “audit committee financial expert”
serving on the Audit Committee, Judson Just. Mr. Just is
“independent” as defined in NASDAQ Marketplace Rule 4200.
REPORT OF
THE AUDIT COMMITTEE
The following report of the Audit
Committee does not constitute soliciting material and should not be deemed filed
or incorporated by reference into any other Company filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the extent the
Company specifically incorporates this Report by reference
therein.
Management
of the Company is responsible for the preparation, integrity and objectivity of
the consolidated financial statements. Stark Winter Schenkein &
Co LLP, our independent auditor, is responsible for expressing an opinion on the
fairness of the financial statement presentation. The Audit Committee serves in
an oversight role over the financial reporting process. As part of its
obligations over the financial reporting process, and with respect to the fiscal
year ended December 31, 2009, the Audit Committee has:
|
|
●
|
|
Reviewed
and discussed the audited consolidated financial statements with
management;
|
|
|
|
|
|
|
|
●
|
|
Discussed
with Stark Winter Schenkein & Co LLP the matters required to be
discussed by Statement on Auditing Standards No. 61, as has been or may be
modified, superseded or supplemented;
|
|
|
|
|
|
|
|
●
|
|
Received
the written disclosures and the letter from Stark Winter Schenkein &
Co regarding auditor independence required by the applicable requirements
of the Public Company Accounting Oversight Board regarding the independent
accountant’s communications with the audit committee concerning
independence, and discussed with Stark Winter Schenkein & Co LLP the
accounting firm’s independence;
|
|
|
|
|
|
|
|
●
|
|
Based
on the review and discussions referred to above, recommended to the Board
that the audited financial statements be included in the Company’s annual
report on Form 10-K for the last fiscal year for filing with the
Securities and Exchange Commission.
|
| |
Audit
Committee |
| |
Mr. Judson
Just |
| |
Mr. Christopher T.
Blisard |
COMPENSATION
COMMITTEE
The Board
of Directors does not yet have a Compensation Committee. Due to the
size of the Company and the resulting efficiency of a Board of Directors that is
also limited in size, the Board of Directors has determined that it is not
necessary or appropriate at this time to establish a separate Compensation
Committee. In accordance with NASDAQ Marketplace Rule 4200, a
majority of “independent” directors is required to recommend and approve the
compensation of executive officers.
NOMINATING
COMMITTEE
The Board
of Directors does not have a standing Nominating Committee. Due to the size of
the Company and the resulting efficiency of a Board of Directors that is also
limited in size, the Board of Directors has determined that it is not necessary
or appropriate at this time to establish a separate Nominating Committee.
Potential candidates are discussed by the entire Board of Directors, and
director nominees are selected by Board of Director resolution subject to the
recommendation of a majority of the independent directors. Two of the
nominees recommended for election to the Board of Directors at the Annual
Meeting, Mr. Michael S. Wasik and Mr. Judson Just, are Directors standing for
re-election. The other nominee, Mr. Jay Coppoletta, is not presently
a Director. Although the Board of Directors has not established any minimum
qualifications for director candidates, when considering potential Director
candidates, the Board considers the candidate's character, judgment, diversity,
skills, including financial literacy, and experience in the context of the needs
of the Company and the Board of Directors. In 2009, the Company did
not pay any fees to any third party to assist in identifying or evaluating
potential nominees.
The Board of Directors will consider
director candidates recommended by the Company’s stockholders in a similar
manner as those recommended by members of management or other directors,
provided the stockholder submitting such nomination has provided such
recommendation on a timely basis as described in “Stockholders’ Proposals”
below.
BOARD
DIVERSITY
The Board
of Directors has not established a formal policy with respect to
diversity.
DIRECTORS'
ATTENDANCE AT MEETINGS OF THE BOARD OF DIRECTORS
Due to
the Company's limited operations and financing and the limited size of the
Board, the Board of Directors did not meet in the fiscal year ended December 31,
2009 and took all actions by unanimous written consent.
DIRECTORS'
ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS
Members
of the Board of Directors will not be required to attend the Company's Annual
Meeting of Stockholders.
STOCKHOLDER
COMMUNICATIONS WITH DIRECTORS
Stockholder
communications to the Board of Directors may be sent by mail addressed to the
Board of Directors generally, or to a member of the Board of Directors
individually, c/o Michael S. Wasik, Roomlinx, Inc., 2150 W. 6th Ave,
Unit H, Broomfield, CO 80020. All communications so addressed will be
immediately forwarded to the Board of Directors or the individual member of the
Board of Directors, as applicable.
CODE OF
ETHICS
The
Company has adopted a code of ethics that applies to the Company's chief
executive officer, chief financial officer, principal accounting officer or
controller and persons performing similar functions. The Company shall provide
to any person, without charge, upon request, a copy of such request. Any such
request may be made by sending a written request for such code of ethics to:
Roomlinx, Inc., 2150 W. 6th Ave,
Unit H, Broomfield, CO 80020, Attn.: Michael S. Wasik, Chief Executive
Officer.
Executive
and Director Compensation
SUMMARY COMPENSATION
TABLE
The
following table sets forth the cash and non-cash compensation for awarded to or
earned by (i) each individual serving as our chief executive officer during the
fiscal year ended December 31, 2009 and (ii) each other individual that served
as an executive officer at the conclusion of the fiscal year ended December 31,
2009 and who received in excess of $100,000 in the form of salary and bonus
during such fiscal year (collectively, the “named executive
officers”).
|
Name
and Principle
Position
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
(1)
|
|
|
Non-Equity
Incentive
Plan
Compensation
|
|
|
Nonqualified
Deferred
Compensation
Earnings
|
|
|
All
Other
Compen-
sation
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
S. Wasik
|
2009
|
|
$ |
150,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
78,068 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
228,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Executive Officer
|
2008
|
|
$ |
150,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
150,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) In
2009 the following assumptions were used to determine the fair value of stock
option awards granted: historical volatility of 142%, expected option life of
7.0 years and a risk-free interest rate of 3.25%.
Executive Employment
Arrangements
On
June 5, 2009, the Company entered into an Employment Agreement (the
“Employment Agreement”) with Mr. Michael S. Wasik, our Chief Executive
Officer and Chairman of the Board of Directors, replacing a prior employment
agreement that had expired. Pursuant to the Employment Agreement,
Mr. Wasik continues to serve as our Chief Executive Officer for a starting
base salary of $150,000 per year. In addition, Mr. Wasik is eligible for
payment of a bonus based on his performance, as, when and in an amount
determined by the Compensation Committee and/or the Board of
Directors. Assuming the achievement of all relevant performance
criteria and established milestones, Mr. Wasik will have a target annual
bonus of at least 100% of his base salary plus an incentive stock option to
purchase 5,000,000 shares of our Common Stock.
The
Employment Agreement may be terminated at any time by either the Company or
Mr. Wasik; provided, however, that in the event Mr. Wasik terminates
for “Good Reason” or the Company terminates without “Cause”, each as defined in
the Employment Agreement, then Mr. Wasik shall, on the fulfillment of
certain conditions, be entitled to severance compensation equal to twelve (12)
months’ salary.
Further to the Employment Agreement and in consideration
of services already performed, on June 5, 2009, Mr. Wasik was granted
a stock option under our Long-Term Incentive Plan to purchase 10,000,000 shares of our Common Stock at an
exercise price equal to $.033 per share, vesting fifty percent (50%) on each of
June 5, 2010 and June 5, 2011.
Outstanding Equity Awards At
Fiscal Year-End (Fiscal Year-End December 31, 2009)
|
|
|
Option
Awards
|
|
Stock
Awards
|
|
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
|
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
($)
|
|
|
Michael
S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wasik
|
|
|
1,000,000 |
|
|
|
0 |
|
|
|
0 |
|
|
$ |
0.026 |
|
8/10/2012
|
|
|
0 |
|
|
$ |
- |
|
|
|
0 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wasik
|
|
|
10,000,000 |
|
|
|
0 |
|
|
|
0 |
|
|
$ |
0.020 |
|
11/20/2013
|
|
|
0 |
|
|
$ |
- |
|
|
|
0 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wasik
|
|
|
0 |
|
|
|
10,000,000 |
|
|
|
0 |
|
|
$ |
0.033 |
|
6/5/2016
|
|
|
0 |
|
|
$ |
- |
|
|
|
0 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director Compensation Table
– Fiscal Year-End December 31, 2009
|
Name
|
|
Fees
Earned
or
Paid
in
Cash
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
|
Michael
S. Wasik
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Judson
Just
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
Blisard
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPOSAL
2
AMENDMENT
OF ARTICLES OF INCORPORATION
TO
EFFECT REVERSE COMMON STOCK SPLIT AND
SIMULTANEOUSLY DECREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK
The Board
of Directors of the Company unanimously adopted resolutions approving, subject
to stockholder approval, the amendment of the Company’s Articles of
Incorporation (the “Reverse Split Amendment”) in order to effect a 1-for-100
reverse stock split with respect to the shares of Common Stock of the Company
(the “Reverse Split”) and an additional simultaneous decrease in the number of
authorized shares of common stock from 1,500,000,000 to
200,000,000.
If so
approved by the stockholders, the Reverse Split Amendment will be implemented by
filing an Amendment to the Amended and Restated Articles of Incorporation of the
Company, the form of which is included as Annex A to this Proxy Statement, with
the Secretary of State of the State of Nevada as soon as practicable after the
date of the granting of approval by the stockholders under this
Proposal.
Reason
for the Proposal and Effects of the Reverse Split
In the
opinion of our Board of Directors, the Reverse Split Amendment is advisable and
in the best interests of our stockholders.
The
purpose of the proposed Reverse Split is to increase the market price of our
Common Stock as reflected in the markets in which our Common Stock is traded or
quoted. The board of directors believes that an increase in the
market price of our Common Stock will facilitate trading and liquidity in the
Common Stock and enhance the prestige of our Common Stock in the
marketplace.
If
approved by the stockholders, the Board of Directors will cause the filing of
the Reverse Split Amendment as soon as practicable after the granting of
approval by the stockholders under this Proposal which will (i) effect a
1-for-100 reverse stock split with respect to the shares of Common Stock of the
Company pursuant to which every one hundred shares of our outstanding Common
Stock will be combined into one share of our Common Stock and (ii)
simultaneously decrease the number of shares of Common Stock authorized for
issuance to 200,000,000. Thus, holders of the Company’s Common Stock
immediately prior to the effectiveness of the Reverse Split Amendment will
automatically be considered to own one percent (1%) of the number of shares
owned prior to the effectiveness and the aggregate number of shares of Common
Stock outstanding prior to the effectiveness of the Reverse Split Amendment will
initially be reduced by 99%. However, giving effect to the
simultaneous decrease in the number of shares of Common Stock authorized for
issuance from 1,500,000,000 to 200,000,000, the Reverse Split Amendment will
also effect an 86.7% decrease in the number of shares of Common Stock authorized
for issuance.
As of the
effective date of the proposed Reverse Split, each holder of our Common Stock
will own a reduced number of shares of our Common Stock. Every one
hundred shares of our Common Stock that a stockholder owns will be combined and
converted into a single share of Common Stock. We estimate that,
following the Reverse Split, we will have approximately the same number of
stockholders as prior thereto. Except for any changes as a result of
the treatment of fractional shares as discussed below, the completion of the
Reverse Split alone would not affect any stockholder’s proportionate interest in
the Common Stock of the Company. The Reverse Split may increase the
number of stockholders of the Company who own ‘‘odd lots’’ of less than 100
shares of our Common Stock. Brokerage commission and other costs of
transactions in odd lots are sometimes higher than the costs of transactions of
more than 100 shares of Common Stock.
After
giving effect to the Reverse Split Amendment, the Company would have 193,941,722
shares of Common Stock authorized that are not issued or outstanding or reserved
for issuance. The table below sets forth (i) the approximate number
of shares of Common Stock that would remain outstanding immediately following
the effectiveness of the Reverse Split Amendment, (ii) the approximate number of
shares of Common Stock that would remain authorized and reserved for issuance
following the effectiveness of the Reverse Split Amendment, and (iii) the
approximate number of shares of Common Stock that would remain authorized but
unissued and not reserved for issuance upon the effectiveness of the Reverse
Split Amendment (including giving effect to the simultaneous decrease in the
number of shares of Common Stock authorized to be issued to
200,000,000). The information in the following table is based on (i)
the 200,000,000 shares of Common Stock authorized to be issued following the
effectiveness of the Reverse Split Amendment and 423,790,259 shares of
pre-Reverse Split Common Stock outstanding as of May 5, 2010, (ii) warrants
outstanding as of May 5, 2010 exercisable into 54,237,500 shares of pre-Reverse
Split Common Stock, (iii) options outstanding as of May 5, 2010 exercisable into
30,550,000 shares of pre-Reverse Split Common Stock and (iv) an additional
97,250,000 shares of pre-Reverse Split Common Stock authorized and reserved for
issuance as Awards under the Company’s Long-Term Incentive Plan.
|
Common Stock
Issued and
Outstanding after the
Reverse
Split
|
Common Stock
authorized and
reserved for issuance
after the
Reverse
Split
|
Common Stock
authorized but unissued
and not reserved for
issuance after the
Reverse Split and
giving effect to the
simultaneous decrease
in the number of
authorized shares of
Common Stock
pursuant to the Reverse
Split
Amendment
|
|
4,237,903
|
1,820,375
|
193,941,722
|
Treatment of Fractional
Shares
No
fractional shares will be issued in connection with the Reverse Split. Any
fractional share will be rounded up to the next whole share.
Exchange of Share
Certificates
If the
Reverse Split Amendment is approved at the Annual Meeting, the Reverse Split
will occur at the effective time set forth in the Reverse Split Amendment as
filed by the Company and without any further action on your part and without
regard to the date on which you physically surrender your stock certificates for
new certificates.
As soon
as practicable after the effective date of the Reverse Split, our transfer agent
will mail each record holder of Common Stock a transmittal form to be used in
forwarding such holder’s stock certificates for surrender and exchange for
certificates evidencing the number of shares of common stock such stockholder is
entitled to receive as a consequence of the Reverse Split. The transmittal forms
will be accompanied by instructions specifying other details of the exchange.
Upon receipt of such transmittal form, you should surrender the certificates
evidencing shares of Common Stock prior to the Reverse Split in accordance with
applicable instructions. Upon surrender, you will receive new certificates
evidencing the whole number of shares of Common Stock that you hold as a result
of the Reverse Split. You will not be required to pay any transfer fee or other
fee in connection with the exchange of certificates. Stockholders should not submit their
stock certificates for exchange until they receive a transmittal
form.
As of the
effective date of the Reverse Split, each certificate representing shares of
Common Stock outstanding prior to the effective date will be deemed canceled
and, for all corporate purposes, will be deemed only to evidence the right to
receive the number of shares of Common Stock into which the shares of Common
Stock evidenced by such certificate have been converted as a result of the
Reverse Split.
Effect
of the Reverse Stock Split on Warrants and Options
Upon the effectiveness of the Reverse
Split, the number of shares of Common Stock subject to outstanding warrants and
options will be reduced in the same ratio as the reduction in the outstanding
shares of Common Stock, rounded to the nearest whole share (with no cash payment
for a partial share). The per share exercise price of those warrants and options
also will be increased in direct proportion to the Reverse Split ratio, so that
the aggregate dollar amount payable for the purchase of the shares subject to
the warrants and options will remain unchanged (subject to the rounding of
shares).
Potential
Issuance of Additional Shares
As noted
above, the proposed Reverse Split will increase the number of authorized but
unissued shares of Common Stock of the Company available for
issuance. However, there are no current plans, proposals or
arrangements to issue any additional shares of Common Stock of the Company,
including in connection with the acquisition of any business or engagement in
any investment opportunity.
Potential
Anti-Takeover Effect; Possible Dilution
The
increase in the number of unissued authorized shares available to be issued as a
result of the proposed Reverse Split could, under certain circumstances, have an
anti-takeover effect. For example, shares could be issued that would dilute the
stock ownership of a person seeking to effect a change in the composition of our
Board of Directors or contemplating a tender offer or other transaction for the
combination of the Company with another company. The Reverse Split Proposal is
not being proposed in response to any effort of which we are aware to accumulate
shares of our common stock or obtain control of us, nor is it part of a plan by
management to recommend a series of similar amendments to our Board of Directors
and stockholders.
The
holders of our Common Stock do not have preemptive rights to subscribe for
additional securities that may be issued by the Company, which means that
current stockholders do not have a prior right to purchase any additional shares
from time to time issued by the Company. Accordingly, if our Board of Directors
elects to issue additional shares of common stock, such issuance could have a
dilutive effect on the earnings per share, voting power and equity ownership of
current stockholders.
No
Appraisal Rights
Under
Nevada law, our stockholders are not entitled to appraisal rights with respect
to the Reverse Split, and we will not independently provide stockholders with
any such right.
Recommendation
of Our Board of Directors
Our Board
of Directors recommends a vote FOR the approval of the Reverse Split Amendment
effecting a 1-for-100 reverse stock split of the Company’s Common Stock and
simultaneous decrease in the number of shares of Common Stock authorized to be
issued to 200,000,000.
PROPOSAL
3
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of Directors has appointed the firm of Stark Winter Schenkein & Co LLP
as the Company's independent registered public accounting firm to audit the
financial statements of the Company for the fiscal year ending December 31, 2010
and recommends that stockholders vote for ratification of this
appointment. Stark Winter Schenkein & Co LLP has audited the
Company's financial statements since it was retained by the Company on June 13,
2006.
Audit Fees, Audit Related Fees, Tax Fees and
All Other Fees
The following is a summary
of the fees billed to Roomlinx, Inc. by Stark Winter Schenkein & Co LLP for
professional services rendered for the fiscal years ended December 31, 2009 and
2008:
|
Fee
Category
|
|
Fiscal
2009
Fees
|
|
|
Fiscal
2008
Fees
|
|
|
Audit
Fees
|
|
$ |
45,500 |
|
|
$ |
38,000 |
|
|
Audit-Related
Fees
|
|
|
— |
|
|
|
— |
|
|
Tax
Fees
|
|
|
— |
|
|
|
— |
|
|
All
Other Fees
|
|
|
— |
|
|
|
— |
|
|
Total
Fees
|
|
$ |
45,500 |
|
|
$ |
38,000 |
|
AUDIT
FEES. Consists of fees billed for professional services rendered for the audit
of Roomlinx’s consolidated financial statements and review of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided by Stark Winter Schenkein & Co LLP in connection
with statutory and regulatory filings or engagements.
AUDIT-RELATED
FEES. Consists of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of Roomlinx, Inc.’s
consolidated financial statements and are not reported under "Audit Fees." There
were no Audit-Related services provided in fiscal 2009 or 2008.
TAX FEES.
Consists of fees billed for professional services for tax compliance, tax advice
and tax planning. There were no tax services provided in fiscal 2009 or
2008.
ALL OTHER
FEES. Consists of fees for products and services other than the services
reported above. There were no management consulting services provided in fiscal
2009 or 2008.
Audit
Committee Pre-Approval Policies and Procedures
The
policy of the Company’s Audit Committee is to pre-approve all audit and
permissible non-audit services provided by the independent auditors. These
services may include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent auditors and
management are required to periodically report to the Audit Committee regarding
the extent of services provided by the independent auditors in accordance with
this pre-approval, and the fees for the services performed to date. The Audit
Committee may also pre-approve particular services on a case-by-case
basis.
Recommendation
of Our Board of Directors
Our Board
of Directors recommends a vote FOR ratification of the appointment of Stark
Winter Schenkein & Co LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2010.
OTHER
MATTERS
As of the
date of this Proxy Statement, the Company knows of no other matter to be
submitted at the meeting. If any other matters properly come before
the meeting, it is the intention of the persons named in the enclosed form of
Proxy to vote the proxy on such matters as recommended by the Board of
Directors, or if no such recommendation is given, in their own
discretion.
STOCKHOLDERS’
PROPOSALS AND NOMINATIONS
Stockholder
proposals to be presented at the 2011 Annual Meeting and stockholder nominations
for persons to be considered for candidates for director must be received by the
Company on or before September 30, 2010 for inclusion in the proxy statement and
proxy card relating to the 2011 Annual Meeting pursuant to SEC Rule 14a-8. Any
such proposals should be sent via registered, certified or express mail to:
Roomlinx, Inc., 2150 W. 6th Ave,
Unit H, Broomfield, CO 80020, Attn: CEO.
OTHER
INFORMATION
Incorporated
by reference herein is a copy of our Annual Report on Form 10-K for the Fiscal
Year Ended December 31, 2009, filed on March 25, 2010.
We
are subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and in accordance therewith, file reports, information
statements and other information with the SEC. This Proxy Statement,
our Annual Report on Form 10-K and all other reports filed by us can be
inspected and copied at the Public Reference Room maintained by the SEC at 100 F
Street, N.E., Washington, D.C. 20549. You may receive information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site at http://www.sec.gov that contains reports,
proxy and information statements, and other information regarding companies
that, like us, file information electronically with the SEC. Such material may
also be accessed electronically via the Internet, by accessing the Securities
and Exchange Commission’s EDGAR website at http://www.sec.gov.
ANNEX A
CERTIFICATE OF AMENDMENT
EFFECTING REVERSE STOCK SPLIT
CERTIFICATE OF
AMENDMENT
TO ARTICLES OF INCORPORATION
OF
ROOMLINX,
INC.
(Pursuant
to NRS 78.385 and 78.390 of the State of Nevada)
ROOMLINX, INC., a corporation
organized and existing under the laws of the State of Nevada (the
"Corporation"), in accordance with the provisions of Sections 78.385 and 78.390
of the Nevada Revised Statutes,
DOES
HEREBY CERTIFY:
| |
FIRST: |
The name of the
Corporation is Roomlinx, Inc. |
| |
|
|
| |
SECOND: |
This Certificate of
Amendment shall become effective on ___________, 2010. |
| |
|
|
| |
THIRD: |
Article THIRD of the
Articles of Incorporation of the Corporation is hereby amended by
replacing the introductory paragraph thereof in its entirety with the
following: |
“THIRD:
The aggregate number of shares which the Corporation shall have authority to
issue is 205,000,000 shares. These shares are divided into 200,000,000 shares of
Common Stock with $.001 par value and 5,000,000 shares of Preferred Stock with
$.20 par value. Each of the Corporation’s outstanding shares of Common Stock
outstanding as of the close of business on ___________, 2010 is hereby
subdivided and converted into 0.01 shares of Common Stock (the “Reverse
Split”). No fractional shares shall be issued in the Reverse Split;
instead any fractional share will be rounded up to the next whole
share.”
| |
FOURTH: |
At a meeting of the
stockholders held on May 28, 2010, notice of which was duly given, the
amendments herein certified were adopted and approved by the holders of
___% of the shares entitled to vote thereon and having at least a majority
of the voting power. |
IN WITNESS WHEREOF, this
Certificate has been signed as of the ___ day of ________, 2010, and the
signature of the undersigned shall constitute the affirmation and
acknowledgement of the undersigned, under penalties of perjury, that this
Certificate is the act of the undersigned and that the facts stated in this
Certificate are true.
| |
ROOMLINX,
INC.
|
|
| |
|
|
|
| |
|
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|
| |
|
|
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|
|
By:
|
|
|
| |
|
Name: Michael
S. Wasik, President |
|
PROXY
FOR ROOMLINX, INC.
ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON
MAY
28, 2010 OR ANY ADJOURNMENT THEREOF
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ROOMLINX,
INC. AND IS VALID ONLY WHEN SIGNED AND DATED.
The
undersigned acknowledges receipt of the Proxy Statement and Notice, dated May
10, 2010, of the Annual Meeting of Stockholders and hereby appoints Michael S.
Wasik, with full power of substitution, the attorney, agent and proxy of the
undersigned, to act for and in the name of the undersigned and to vote all the
shares of Common Stock of the undersigned which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of Roomlinx, Inc. (the “Company”) to
be held May 28, 2010, and at any adjournment or adjournments thereof, for the
following matters:
(1)
o FOR all
the following nominees (except as indicated to the contrary below):
Michael
S. Wasik, Judson Just and Jay
Coppoletta
to serve
as directors of the Company (to serve until the next annual
meeting)
To
withhold authority to vote for an individual Nominee, write that Nominee's name
on this line.______________________________________
(2)
To approve the amendment of the Company’s Articles of Incorporation
effecting a 1-for-100 reverse stock split of the Company’s Common Stock and a
simultaneous decrease in the number of authorized shares of the Company’s Common
Stock to 200,000,000:
|
o
FOR
|
o
AGAINST
|
o WITHHOLD
AUTHORITY (ABSTAIN)
|
(3)
To ratify the appointment of Stark Winter Schenkein & Co LLP as
independent auditors of the Company for the fiscal year ending December 31,
2010:
|
o
FOR
|
o
AGAINST
|
o WITHHOLD
AUTHORITY (ABSTAIN)
|
(4)
In his discretion, to transact business that properly comes before the
meeting or any adjournment thereof:
|
o
FOR
|
o
AGAINST
|
o WITHHOLD
AUTHORITY (ABSTAIN)
|
Your
shares will be voted in accordance with your instructions. If no choice is
specified, shares will be voted FOR the nominees in the election of directors,
FOR the amendment of the Company’s Articles of Incorporation effecting a
1-for-100 reverse common stock split and simultaneous decrease in the number of
authorized shares of the Common Stock to 200,000,000, FOR ratification of the
appointment of Stark Winter Schenkein & Co LLP as independent auditors of
the Company and FOR the granting of discretion to the proxy holders to transact
business that properly comes before the meeting or any adjournment
thereof.
|
Individual:
|
|
|
|
|
Entity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
or
|
|
By:
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
|
Title:
|
|
Date:
___________
Please
sign, date and promptly return this proxy in the enclosed envelope. No postage
is required if mailed in the United States. Please sign exactly as your name
appears. If stock is registered in more than one name, each holder should sign.
When signing as an attorney, administrator, guardian or trustee, please add your
title as such. If executed by a corporation the proxy must be signed by a duly
authorized officer, and his name and title should appear where indicated below
his signature.
Name of
Record Holder: ______________________________
Number of
shares entitled to vote at the Annual Meeting: _______________