WE MAY HAVE LIABILITY TO BOTH MEMBERS AND BUSINESSES
We are essentially a sales and marketing company. We provide a pre-selected
group of consumers to a pre-selected group of service and retail businesses.
Should a dispute arise between one or more of our members and one or more of the
businesses that provide goods and services to our members, it is possible that
we might become enmeshed in that dispute if either side decides that we
sponsored the other or that we are the agent of the other. We endeavor to
address this issue by providing in our contracts with business providers and the
terms of service with our members that we have no liability in these
circumstances; however, it is always possible that a court or jury could
conclude that, despite our efforts and disclaimers, we have liability to one or
the other of the parties in such a dispute.
WE MAY FACE COMPETITION FROM SIGNIFICANTLY LARGER BUSINESSES, WHICH MAY LIMIT
OUR ABILITY TO IMPLEMENT OUR BUSINESS PLAN
Our primary target market, union members, is a highly desirable consumer
segment. The competition for this market is intense. There are several companies
that currently work with unions to provide benefits, products or services, or
some combination, to both unions and their members, although, to our knowledge,
none of these companies works with unions to create or promote discount
networks. Many of these companies that work with unions in other ways and other
potential competitors that do not actively target unions and their members at
present have substantially greater resources than we do. Many of these
competitors and potential competitors may also have greater brand recognition
and better connections within the unions than we do. Direct competition from
these competitors and potential competitors could have a substantial adverse
effect on our business.
Our business model is not legally protectible. The barriers to entry into
our market are relatively low. Our success will depend, in large part, on our
ability to achieve brand recognition in a very short period of time and to
provide continuous real value to our members. Our members will be recruited on
the basis of their affiliation with a union or other affinity group and will
8
have no investment in their membership. We cannot assume that they will have any
loyalty to us or the businesses that become part of their discount network
unless we and those businesses continue to provide value to them.
Our marketing efforts will be directed at the union members themselves as
well as at various union officials who will make decisions about associating
their union with UMDN and promoting that association. It will be extremely
important to retain the goodwill of the unions and their officials.
If we are unable to sustain our marketing efforts, we can expect either
that our members will no longer patronize the businesses that become part of our
network or attrition in our membership base. Either of these conditions can be
expected to impact adversely our ability to attract new businesses to our
networks.
IF OUR KEY PERSONNEL WERE NO LONGER AVAILABLE, OUR BUSINESS WOULD BE ADVERSELY
AFFECTED
We depend heavily on the management and vision of our principals, Kent and
Starla Keith, who are husband and wife, for both daily operations and strategic
planning. The loss of the services of either Kent or Starla Keith would severely
and adversely impact our business. Among the factors that might cause us to lose
the services of either Kent or Starla Keith, the business relationship between
them, from which we believe we derive a significant benefit, might be adversely
affected by any deterioration in their personal relationship. In addition, if we
are unable to provide sufficient compensation to Mr. and Mrs. Keith, they may be
forced to seek other employment, which would reduce their ability to provide
their services to us. Our relationship with Mr. Larry Hagman is also critical to
our marketing efforts. The loss of his services would require that we re-tool
the marketing campaign that we are creating. His contract with us only requires
that he perform his services on our behalf at times and under circumstances with
which he is comfortable. This contract is terminable by either party without
cause at any time and does not restrict Mr. Hagman from performing similar
services for a competitor.
In order for us to manage the growth that we anticipate, we shall require
the services of additional senior management level personnel as well as other
employees to perform critical administrative, financial, marketing, sales and
customer service functions. We have no assurance that we shall be able to
attract and retain the management and other personnel that will be necessary for
our success.
MANAGEMENT HAS BROAD DISCRETION IN IMPLEMENTING OUR BUSINESS PLAN.
The scalability and portability of our business model remain untested. If,
in our judgment, our business model requires modification, we intend to effect
that modification and to implement the modified business model, which might
differ materially from the business plan outlined in this Prospectus. Investors
in our Common Stock will therefore entrust their investments to our management's
judgment.
BECAUSE OUR OFFICERS AND DIRECTORS ARE PROTECTED BY LIMITATIONS ON THEIR
LIABILITY TO US AND TO YOU AND BY THEIR INDEMNIFICATION, UNDER OUR CERTIFICATE
OF INCORPORATION AND BYLAWS, THEY ARE NOT LIABLE TO YOU FOR LOSSES AND
LIABILITIES RESULTING FROM THEIR MANAGERIAL ACTS.
9
Our officers and directors are required to exercise good faith and high
integrity in the management of our affairs. Our certificate of incorporation and
bylaws provide, however, that the officers and directors have no liability to
the shareholders for losses sustained or liabilities incurred arising from any
transactions entered into in their managerial capacities, unless they violate
their duty of loyalty, do not act in good faith, engage in intentional
misconduct, engage in a knowing violation of the law, approve an improper
dividend or stock repurchase or derive an improper benefit from the transaction.
As a result, we and you have a more limited right to action than would have been
available if such provisions were not present. Our certificate of incorporation
and bylaws also require us to indemnify our officers and directors against any
losses or liabilities they may incur as a result of the manner in which they
operated our business or conducted our internal affairs, provided that in
connection with these activities they acted in good faith and in a manner which
they reasonably believed to be consistent with (or, at least, not against) our
best interest, and their conduct did not constitute gross negligence, misconduct
or a breach of their fiduciary obligations to us and you.
RISKS ASSOCIATED WITH OUR SECURITIES
OUR COMMON STOCK HAS NEVER BEEN TRADED; THEREFORE, PRICES FOR OUR COMMON STOCK
MAY DECLINE FROM THE PRICES PAID BY INITIAL INVESTORS.
At present there is no public market for the shares of our common stock
offered hereby and there can be no assurance that a public market for these
shares will develop or that any shareholder will be able to liquidate his
investment without considerable delay, if at all. There is no underwriter
engaged to coordinate sales by our selling shareholders. There can be no
assurance that any brokerage firm will act as a market maker of our securities.
If a market should develop, the price of our common stock may be highly volatile
because of the lack of any coordination among the selling shareholders. In
addition, an active trading market for our common stock may not develop or be
sustained. The sale of an aggregate of 2,650,000 shares for cash may depress the
market price of our common stock. Factors such as those discussed in this RISKS
OF INVESTING IN OUR COMMON STOCK section may have a significant impact on the
market price of our common stock. Due to the anticipated low price of our common
stock, many brokerage firms may not be willing to effect transactions in our
common stock. Even if a purchaser finds a broker willing to effect a transaction
in our common stock, the combination of brokerage commissions, state transfer
taxes, if any, and other selling costs may exceed the selling price.
WE DO NOT INTEND TO PAY DIVIDENDS TO OUR STOCKHOLDERS.
We have never paid any dividends to our stockholders. We currently intend
to retain any future earnings for funding growth and, therefore, do not expect
to pay any dividends in the foreseeable future. Even if we determine to pay
dividends to the holders of our common stock, we can provide no assurance or
guaranty that such dividends will be paid on a regular basis.
WE SHALL INCUR SIGNIFICANT EXPENSES IN EFFECTING THIS OFFERING.
We estimate that we shall incur significant expenses of approximately
$100,000 in connection with this Offering. These expenses will decrease the
amount of funds which would otherwise be available for use in our operations.
WE MAY SELL ADDITIONAL SHARES OF OUR COMMON STOCK WITHOUT SHAREHOLDER CONSENT,
WHICH WILL DILUTE THE INVESTORS' PERCENTAGE INTEREST IN UMDN.
10
We intend to seek to raise additional capital after completion of this
Offering and may do so by issuing additional shares of our common stock. Our
management will have the right to determine the number of shares that we shall
offer and the purchase price per share without the consent or approval of the
investors. In addition, the investors in this Offering will have no right to
purchase shares in any subsequent offering in order to maintain their percentage
ownership interest in UMDN.
NO MARKET CURRENTLY EXISTS FOR THE SHARES OF OUR COMMON STOCK, AND NONE MAY
DEVELOP FOLLOWING THIS OFFERING. NO PRIOR MARKET EXISTS FOR THESE SHARES. THESE
SHARES WILL NOT QUALIFY FOR LISTING ON NASDAQ. OUR COMMON STOCK MAY ONLY TRADE
OVER-THE-COUNTER OR ON THE BULLETIN BOARD.
Under the current rules relating to the listing of shares on NASDAQ we
must have:
* three registered and active market makers;
* stockholders' equity of at least $5 million, market capitalization of
at least $50 million, or net income of at least $750,000 in the most
recently completed fiscal year or in two of the last three most
recently completed fiscal years;
* operating history of at least one year or market capitalization of $50
million;
* public float of at least 1,000,000 shares;
* market value of public float of at least $5 million;
* a minimum bid price of $4.00 per share; and
* at least 300 stockholders who own at least 100 shares each among other
requirements.
For a continued listing, a company must maintain:
* two registered and active market makers, one of which can be a market
maker entering a stabilizing bid;
* stockholders' equity of at least $2.5 million, market capitalization
of at least $35 million, or net income of at least $500,000 in the
most recently completed fiscal year or in two of the last three most
recently completed fiscal years;
* a public float of at least 500,000 shares;
* market value of public float of at least $1 million; and
* a minimum bid price of $1.00 per share, among other requirements.
Our common stock will not initially be eligible for listing on NASDAQ.
Accordingly, trading, if any, in the shares will be conducted in the
over-the-counter market on an electronic bulletin board established for shares
that do not meet the listing requirements of the Nasdaq Stock Market, Inc. or in
what are commonly referred to as the "pink sheets." As a result, an investor may
find it more difficult to dispose of, or to obtain accurate quotations as to the
price of, our shares.
SHOULD THE COMMON STOCK REMAIN TRADING ONLY IN THE OVER-THE-COUNTER MARKET OR
BULLETIN BOARD, LIQUIDITY IN THE COMMON STOCK MAY BE SEVERELY LIMITED.
Stocks in the over-the-counter, bulletin board or "pink sheet" market
ordinarily have much lower trading volume than on NASDAQ. Very few market makers
take interest in shares traded over-the-counter; and, accordingly, the markets
11
for such shares are less orderly than is usual for NASDAQ stocks. As a result of
the low trading volumes ordinarily obtained in over-the-counter markets, sales
of common stock in any significant amount can generally not be absorbed without
a dramatic reduction in price. Moreover, thinly traded shares in the
over-the-counter markets are more susceptible to trading manipulations than is
ordinarily the case for more actively traded shares.
PENNY STOCK REGULATIONS MAY IMPOSE ADDITIONAL RESTRICTIONS ON MARKETABILITY OF
OUR SECURITIES.
The Securities and Exchange Commission (the "Commission") has adopted
regulations which generally define a "penny stock" to be any equity security
that has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions. As a result,
our common stock is subject to rules that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the transaction
prior to the purchase. Additionally, for any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to the transaction,
of a risk disclosure document mandated by the Commission relating to the penny
stock market. The broker-dealer must also disclose the commission payable to
both the broker-dealer and the registered representative, current quotations for
the securities and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, monthly statements must be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to trade our securities and may affect
the ability of investors to sell our securities in the secondary market and the
price at which such investors can sell any such securities.
Stockholders should be aware that, according to the Commission, the market
for penny stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include:
- control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer;
- manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases;
- "boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;
- excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
- the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level,
along with the inevitable collapse of those prices with consequent
investor losses.
Our management is aware of the abuses that have occurred historically in
the penny stock market. Although we do not expect to be in a position to dictate
12
the behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our common stock.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under PROSPECTUS SUMMARY, RISKS OF INVESTING IN OUR
SHARES OF OUR COMMON STOCK, MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS, BUSINESS and elsewhere in this Prospectus constitute forward-looking
statements. These statements involve risks known to us, significant
uncertainties and other factors which may cause our actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, those
listed under RISKS OF INVESTING IN OUR COMMON STOCK and elsewhere in this
Prospectus.
In some cases, you can identify forward-looking statements by terminology,
such as "may," "will," "should," "could," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "intends," "potential" or "continue" or the
negative of such terms of other comparable terminology. These statements are
only predictions. In evaluating these statements, you should specifically
consider various factors, including the risks outlined above. These factors may
cause our actual results to differ materially from any forward-looking
statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future events, levels of
activity, performance or achievements. We are under no duty to update any of the
forward-looking statements after the date of this Prospectus.
USE OF PROCEEDS
We shall receive no proceeds from this Offering other than up to $4,000
upon the exercise of an option to purchase 200,000 shares of our common stock at
$.02 per share. To the extent that Mr. and Mrs. Keith receive proceeds from the
sale of their shares, they have advised us that they will use those proceeds for
their living expenses, thus increasing our available cash resources. See
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.DETERMINATION OF OFFERING PRICE
There is no public market for the shares of our common stock. The selling
shareholders will determine the price or prices at which they will offer their
shares. Among the factors we anticipate that they may consider in doing so are;
the history of, and the prospects for, our business; past sales prices of our
common stock; an assessment of our management; our past and present operations;
our development and the general conditions of the securities markets at the time
of this Offering. The prices for the shares cannot necessarily be expected to
bear any relationship to our assets, earnings, book value or any other
recognized criteria of value.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read together with the
financial statements and related notes of UMDN, Inc. included in this
Prospectus, beginning on page 36.
13
We began operations in 1998 as a sole proprietorship. Prior to
incorporation, our principals, Kent and Starla Keith, invested approximately
$150,000 in testing and refining the core concepts of our business model. This
process has continued through the date of this Prospectus, with additional loans
of approximately $250,000 and investments of approximately $325,000 provided by
our principals, their relatives and a small group of other stockholders. We
believe that we have demonstrated the feasibility and viability of our business
notwithstanding the losses that we have sustained in the years ended August 31,
2000, and 2001.
Our business model requires that we simultaneously build both a network of
fee-paying businesses and a membership base to patronize those businesses. We
derive our revenues solely from the business providers with which we contract to
provide goods and services to our members. We do not levy a membership or
subscriber charge on our members. Since inception, we have not had the financial
resources to market to either of these groups in a robust manner, much less to
both simultaneously. We have, therefore, switched the focus of our limited
personnel and financial resources from sales, to website and database
development, to union and member recruitment as our needs and growth in each
area have dictated. We believe that we simply need the means to allow us to
market effectively to both groups simultaneously to achieve profitability.
During the past three years, we have demonstrated our ability to sell our
program to business providers and the willingness of local unions to market our
program to their members. The growth necessary to create a viable business from
this opportunity with positive cash flow will require an ongoing, sophisticated
and expensive marketing program. We believe that a properly designed and
executed marketing campaign will bring new active members and increase usage as
well as create recognition among various local and national businesses. The goal
of this campaign is a large, active membership patronizing our business
providers and enabling those business providers to justify continuing to make
the monthly payments to us on which our success depends.
During the fiscal year ended August 31, 2001, our revenues decreased to
approximately 69% of their levels for the prior fiscal year. This decrease was
due primarily to a shift in the focus of our activities and limited resources
from creating a large, viable network of business providers to increasing union
support and recognition of the UMDN program. We anticipated the short-term
negative impact on our revenues but believe that the long-term health of the
UMDN program will be positively affected by our efforts to increase membership
and usage of our discount network. Our revenues in the fiscal year ended August
31, 2000, included revenues from a number of business providers that
discontinued their monthly payments in the fiscal year ended August 31, 2001,
because they did not receive sufficient patronage from our members. We have
continued to include these business providers in our program in order to
maintain a robust network for our membership so long as they undertake to
reinstate their payment program once we have increased our membership. See OUR
BUSINESS - Present Operations.
In May, 2001, we realized that we could not sustain our operations from
either additional investments from our previous financing sources or from
internally generated funds. In an effort to obtain access to capital markets and
raise the funds necessary to implement our business plan fully, our shareholders
exchanged all of their shares for shares of the capital stock of Delta Capital
Technologies, Inc., a small public company. Due to the difficult capital markets
at the time, however, Delta was unable to provide us with sufficient financing;
and our shareholders exercised an option in their agreement with Delta to
rescind this transaction on November 1, 2001, by exchanging the shares they had
received in Delta for the shares they had assigned to Delta. During the period
that Delta was the holder of a majority of the shares of our outstanding common
stock, we were able to raise approximately $170,000 through a private placement
of units consisting of shares of common stock and warrants to purchase
14
additional shares of our common stock and we received an investment of an
additional $30,000 in our common stock directly from Delta and its affiliates.
The investors who purchased shares of our common stock in that private placement
retained those shares. Thus the percentage ownership of our shares by our former
shareholders immediately after the rescission of the Delta transaction was
slightly smaller than their 100% ownership immediately prior to the original
Delta transaction.
This distraction of our resources to financing activities also contributed
to lower revenues in the year ended August 31, 2001, compared to the prior
period. In addition, our expenses increased dramatically, from $250,202 in the
fiscal year ended August 31, 2000, to $444,617 in the fiscal year ended August
31, 2001. This increase is due primarily to legal and consulting fees incurred
in connection with our financing activities and the Delta transactions, the
accrual of interest on our outstanding indebtedness and an increase in the rate
of officers' salaries. Thus the ratio of our expenses to revenues suffered as a
result of both reduced revenues and increased expenses, both of which are
largely attributable to the diversion of our efforts from operations to
financing activities.
Since the time that we rescinded the Delta transaction and became, once
again, a private company owned by a small group of shareholders, we have
simultaneously been actively seeking additional capital, redesigning and
implementing improved database capabilities and increasing our sales and union
marketing efforts. Our revenues in the six months ended February 28, 2002,
increased to approximately 106% of their levels in the same period in the prior
fiscal year. Our revenues have also increased from quarter to quarter over the
three quarters ended February 28, 2002, from $13,600 in the quarter ended August
31, 2001, to $17,640 in the quarter ended November 30, 2001, to $23,004 in the
quarter ended February 28, 2002. We attribute these increases, in large part, to
a shift back in the allocation of our resources to a focus on the expansion of
our network of business providers. Our operating results for the six month
period ended February 28, 2002, continued to be adversely impacted by the same
expenses that increased dramatically in the fiscal year ended August 31, 2001.
Our independent public accountants have included an explanatory paragraph
in their report on our financial statements indicating there is substantial
doubt about our ability to continue as a going concern. We estimate that we need
to raise financing for our operations of approximately $750,000. We would devote
most of these funds to marketing to our members and potential members and
toexpect to concentrate these marketing efforts on direct mail campaigns
initially in the greater Los Angeles metropolitan area and then, if additional
funding were available, in the New York City metropolitan area. We believe,
based on our experience to date, that we should be able to achieve monthly
operating profitability within nine months, and a cash flow break even within
approximately fifteen months, following our receipt of $750,000 in financing. We
believe that our general, selling and administrative expenses as a percent of
revenues will decrease as we add to our membership base and those members
patronize our business providers at levels sufficient to justify their monthly
payments to us. We anticipate some turnover among our providers and that we
shall continually be seeking new providers within each network. We expect,
however, that, as the networks mature and become more stable, the existence of a
steady and expanding membership base will encourage retention of existing
business providers and make the acquisition of new business providers easier and
less expensive.
We do not believe that our business should be affected by seasonal factors.
Most of the services and products supplied by our network providers are utilized
throughout the year. We would anticipate spending only a relatively small
portion of any financing we receive on capital equipment, such as office
furniture and computer workstations. See USE OF PROCEEDS.
15
Our principal shareholders have committed to advance to us up to $350,000
from time to time. The amount available to be advanced, however, reduces each
month by the sum of (i) the amount advanced in the prior month plus (ii)
$14,000, which is retained by Mr. and Mrs. Keith. This loan is repayable at the
demand of Mr. and Mrs. Keith but only after November, 2003. The terms of the
promissory note evidencing this loan provide for interest on the amount that we
have borrowed to accrue at an annual rate of eight percent but do not require
the payment of any portion of the principal or interest until the maturity date.
If and to the extent that Mr. and Mrs. Keith receive proceeds from the sale of
their shares in this Offering, they have advised us that the $14,000 retained by
them each month will decrease, which will increase the portion of these funds
that will be available for our operations.
We believe that the remaining $100,000 unborrowed under this loan should be
sufficient to fund our operating expenses through the end of 2002, at which time
either we must have obtained a minimum of $750,000 of financing to implement our
business plan in Los Angeles or we must substantially curtail our operations by
reducing the number of our employees and relying on only part time services of
Kent and Starla Keith. If we are successful in our efforts in Los Angeles,
however, we plan to expand our business on a national scale. See OUR BUSINESS -
Marketing. This may require that we seek even more funding. We estimate the cost
of expanding into each new metropolitan area at approximately $1,000,000, some
of which may be derived from internally generated funds and some of which may
require outside financing. At this point, we have no assurance thatany funding
will be available or, if it is available, that it will be on terms that will be
acceptable to us and our shareholders, including the investors in this Offering.
In addition to the loan from Kent and Starla Keith, we have borrowed
$120,000 from certain of their relatives. These loans are due on January 3,
2004. We believe that we should be able to repay all of these loans as well as
the loan from Kent and Starla Keith when they are due out of our future cash
flow if we obtain the $750,000 in financing we need by November of this year.
As noted elsewhere in this Prospectus (see CERTAIN TRANSACTIONS and
EXECUTIVE COMPENSATION), our principal shareholders are providing to us the use
of their office facilities for an all-inclusive monthly rental of $1,000, which
they are contributing to capital. The accommodations that we have received from
Mr. and Mrs. Keith have significantly reduced our operating cash flow
requirements. Should these accommodations no longer be made available to us, our
operating cash flow needs would increase commensurately. If we are successful,
we anticipate outgrowing our present office facilities in the near future and
have taken into account the need to move to other office facilities in
determining our cash requirements.
OUR BUSINESS
SUMMARY
UMDN is a marketing company which has created a benefits program
specifically for union and association members. Our goal is to extend the
collective bargaining power of the unions to purchasing power with local and
national businesses. We enroll members of unions and other large groups of
affiliated consumers to use their collective buying power to elicit discounts
from businesses wanting to access these groups of consumers. We provide the
16
means, through live operators, an online interface and printed materials, for
our members to find and patronize these businesses. We have engaged the services
of Mr. Larry Hagman to act as our spokesperson for our marketing campaign.
Unlike other affinity group marketing organizations, we derive our revenue
solely from the businesses that provide these discounts. We do not derive any
revenue, whether as subscriptions or dues or otherwise, directly from our
members. We commenced operations in the Los Angeles metropolitan area in late
1998. Upon receipt of sufficient financing (see MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS), we seek to expand
these operations both in Los Angeles and in other metropolitan areas where we
believe there are concentrations of union members.
BUSINESS STRATEGY
We market to members of unions and other affinity groups who do not pay any
fee or increased dues for membership with us. We rely for our revenue on fees
from the businesses providing goods and services to our members. Our
relationship with the unions and other affinity groups is symbiotic: we increase
the benefits that they make available to their members, making them more
attractive to new and existing members, while they provide a significant,
discrete and somewhat homogeneous group of consumers to the businesses with
which we have contracts.
Our business model differs from traditional affinity group marketing or
discount programs. Traditional programs, such as the American Automobile
Association, the American Association of Retired Persons and Costco, charge a
fee to their members and solicit national providers to supply their members
limited, well-known, discounted products and services. These national providers
either pay no fee at all or they pay a small percentage of sales.
We call the businesses that cater to our membership "Providers." There are
three classes of Providers that offer goods and services to our members: Local
Providers, National Providers and Strategic Alliance Providers.
Local Providers are generally small business establishments within each
neighborhood of a major metropolitan area where we establish a Local Discount
Network. We divide each metropolitan area into a number of smaller
neighborhoods, each consisting of two to five zip codes. Within these smaller
neighborhoods, we solicit Local Providers that provide goods and services to our
members. As a general rule we seek to contract with two Local Providers of the
same types of goods or services within each smaller neighborhood. Each Local
Provider pays a modest monthly fee to us and agrees to provide to our members
discounts that are larger than it provides to any other customer on any basis.
We believe that businesses are willing both to pay a modest fee and to provide
discounts if we can deliver to them a loyal customer base that ensures a
significant return on their investment.
National Providers are regional or national chains that provide popular
consumer outlets for all members, whether they live inside or outside the areas
where Local Discount Networks are established. National Providers offer our
members discounts on goods or services purchased from them and generally pay to
us a percentage of the revenues they derive from our members, although they may
be contracted for a flat fee on a yearly basis. Discounts may or may not be the
largest discounts available to consumers.
Strategic Alliance Providers are regional or national service providers
that provide services to our members in much the same way and for similar fee
structures as National Providers, but on a private-label or co-branded basis.
17
Examples of potential Strategic Alliance Providers include telephone services,
internet service providers, insurance, credit cards, online financial services
and travel services.
UNION RELATIONSHIPS
In identifying affinity groups that would be appropriate candidates for our
business, we have focused on union locals. The members of union locals are
generally concentrated geographically and, often, demographically. This
coincides naturally with our concept of Local Discount Networks catering to a
relatively homogeneous clientele. Our experience to date indicates that unions
are eager to assist us in enrolling their members because we help strengthen
union loyalty by increasing benefits with no increase in dues or other costs to
the unions or the members. This assistance takes a variety of forms such as
including our articles in their newsletters, providing us access to their
mailing lists for direct mailings, permitting us to insert our promotional
pieces in their mailings, inviting us to speak to their members and referring us
to other unions and other locals of the same union. This access affords us
credibility, provides low-cost advertising and creates a barrier to competition.
It requires, however, that we continuously work to maintain and enhance our
relationships with each local.
We actively support union activities in a variety of ways, including
lending the services of our employees and our office space, speaking at union
meetings and rallies and supporting union actions. In addition, we are planning
the creation of two free information services directed at union members and
union leaders: UnionBoycott.com and Strike411.com. These are planned as
destination websites which the union community will use to identify those
businesses that are being targeted by various unions due to problems organizing
or negotiating contracts. We intend to brand these websites as "Operated By
UMDN," with heavy cross-promotion between them and the UMDN.com website. Beyond
helping to drive traffic and increasing goodwill, we believe that these websites
will enable us more easily to identify businesses that may have poor relations
with their unions and should, therefore, not be considered appropriate
Providers. We are also considering a plan to create a charitable fund to which
we would contribute one percent of our gross profits and which would support
union organized charities and causes. We believe that these and similar efforts
should create considerable goodwill and evidence of our activism and commitment
to the union community, helping to solidify our position with the unions.
PRESENT OPERATIONS
At present we operate two Local Discount Networks, one in Los Angeles and
one in New York.
The Los Angeles network is currently comprised of approximately 350 Local
Providers located in 53 neighborhoods offering a variety of products and
services in various categories, including health care, automotive, retail,
restaurants, legal, financial, entertainment and others. New Local Providers are
currently being added to the Los Angeles network at a rate of approximately one
to two per week. The Local Providers contract for listings on the network on
either a month-to-month, six month or one year basis. The contract provides a
degree of exclusivity to the Local Providers; generally we agree that there will
be no more than two Local Providers offering similar goods or services within
each neighborhood. The fee is determined by the length of contract, coverage
area and type of business. The initial fee collected with a new contract ranges
between $200 and $5,000 but typically averages approximately $800. We receive
the greatest benefit when the Local Providers continue to pay the fee on a
monthly basis because there are no sales costs associated with the revenue at
that time. Of the over 385 Local Providers in the Los Angeles network,
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approximately 66 are in the initial terms of their contracts with us. Recurring
revenue from existing Local Providers whose initial contracts have expired is
negligible. Only one to two percent of the Local Providers formally renew their
contracts after their initial contracts expire. We attribute this low rate of
contract renewal to both a low number of members and a low rate of usage by
members, which we perceive to be due to a lack of marketing. If a Local Provider
has not experienced enough usage but is willing to extend the discount, we often
keep the business on the network at no charge in order to maintain a robust
network for our membership. We can terminate this extension at any time and make
no promises regarding exclusivity for any Local Provider continuing to provide
discounts under these circumstances. Our current rate of sales in Los Angeles is
being sustained by one fully commissioned outside salesperson and one
telemarketer, paid hourly plus commission, who work together as a Sales Team.
The New York network was begun ahead of the scheduled roll-out at the
request of several entertainment union locals with significant bi-coastal
memberships. It is comprised of 17 Local Providers that were put under contract
on a promotional basis over a year ago after being solicited by telephone and an
additional five whose paying contracts have expired but who continue to provide
discounts to our members. Further activity in the New York network was suspended
in order to focus our limited resources on the Los Angeles market. We intend to
re-focus on the New York network as part of our first expansion efforts once we
obtain the necessary capital.
We currently have National Provider contracts with Avis Rent A Car, FTD,
RDAY Nutritional Products, Ripley's Believe It or Not Museum and ICR Credit
Repair. Avis and RDAY are contracted on a percentage of sales basis. The other
accounts each paid $4,000 to $18,000 for a one-year contract. We are currently
pursuing contracts with other potential National Providers.
We are also pursuing Strategic Alliance Providers to provide discounts for
members and attain revenue for UMDN in large market segments. One such market is
the insurance industry where we have aggressively pursued alliances. We have
contracted with Mainstay Financial, Inc. to act as an insurance broker to our
members. This contract provides us revenues of $2.00 per month for each UMDN
member who becomes a policyholder, with provisions for greater revenue triggered
by increased volume. Additionally, through our association with Mainstay, we
expect to contract with Allied Insurance Company to offer discounted home and
auto insurance to our members and to advertise to our members in a co-operative,
co-branded direct-mail campaign ongoing throughout 2002 and into 2003. Under the
terms of this contract Allied will pay for both the mailing and materials, which
will be co-developed by Allied and UMDN. Allied will provide phone quoting
services as well as a co-branded web page linked to the "Insurance Services"
section of our website, which will provide members with real-time quotes online.
We have also contracted with Millenium Health Care Association, a company
that facilitates health insurance for low-income families by utilizing federal
and state tax incentive programs. UMDN will receive a fee of $1 per month for
each UMDN member who becomes a Millenium Health Care policyholder. Additionally,
all other Millenium policyholders will automatically be enrolled in UMDN as part
of their benefits package, thus increasing our membership base.
19
We are currently testing the use of NetCBC to ascertain the response of our
members and our Providers to internet access, website hosting and development
and e-commerce services provided by NetCBC. We would receive a flat fee for
service on all product offerings ranging from $3 - $5 per month per user and $5
- $20 initial set up fee. We are currently evaluating new agreements and
products, with both NetCBC and other internet service providers, and expect to
have a nationwide Strategic Alliance in the internet service provider market
within the next several months.
EXPANSION PLAN
We have identified an initial twenty metropolitan areas in the United
States, in addition to Los Angeles and New York City, in which we believe that
the number and concentration of union members will enable us to create viable
Local Discount Networks.
As soon as we have the financial and management resources available, we
intend to send into each of these metropolitan areas an enrollment team and
account managers. We believe that the cost of creating markets in these
metropolitan areas should be approximately $1,000,000 per metropolitan area,
some of which we anticipate would be provided by internally generated funds and
some of which would require financing from external sources. The enrollment
teams and account managers will be employed by independent sales organizations
with which we shall contract for particular markets. Enrollment teams establish
and maintain relationships with the local unions and their members. They also
design and implement promotional activities targeted to member registration and
usage. Account managers are the customer service team. They call on local
businesses to solicit them to become Local Providers in our Local Discount
Network, and they provide customer service to existing Local Providers. They
also call on National Provider locations that are within their territory to
provide additional customer service. We also have telemarketers in our Santa
Monica offices to identify, contact and pre-qualify local businesses that are
candidates to become Local Providers in the Local Discount Network and to
schedule appointments with them for our account managers.
Our telemarketers are also responsible for contacting potential National
Providers; however we have a separate national accounts team that is responsible
for the negotiation and consummation of agreements with both National Providers
and Strategic Partner Providers.
MARKETING
To supplement the activities of our enrollment teams and account managers,
we advertise in targeted publications, by direct mail, at trade shows and in
other local media outlets. Additionally, we have contracted with Larry Hagman to
be our celebrity spokesperson. Mr. Hagman, who is probably best known for
playing J. R. Ewing on the Dallas television series, has been a union member for
forty years and is also a member of our advisory board. We intend to feature Mr.
Hagman in most of our advertising campaigns in television, radio and print in
each of our targeted metropolitan areas. Under the terms of our agreement with
Mr. Hagman, he retains approval rights with respect to all marketing materials
using his name or likeness and is only required to provide his services at times
and under circumstances with which he is comfortable. This agreement with Mr.
Hagman renews each March 1 on an annual basis and is terminable by either party
without cause at any time.
Historically, our primary means of marketing to members has been through
developing relationships with Los Angeles union locals and relying on them to
reach their membership with our materials, as well as through word of mouth from
the union members themselves. These efforts are directed by our benefits
20
coordinator. As we continue to market to the union community in this manner, we
find ourselves with a substantial and growing database of members and an
increasing willingness in the union community to trust us with their membership
databases. Therefore, we are expanding our marketing efforts to direct-mail and
email campaigns in order to build usage with new union members as well as with
our existing members. The 25,000 members currently in our database represent
only 2.5% of the approximately 1,000,000 union members in Los Angeles and
represent members in only 45 of approximately 2000 union locals in Los Angeles.
We expect to devote most of our direct mail efforts to marketing to current
and potential members and to utilize for this purpose membership lists that we
have already received from a number of union locals in Los Angeles as well as
lists we intend to attempt to acquire from new union affiliates and from list
vendors. One goal of the direct marketing campaign is to encourage new member
registration. We expect to be able to sign up large numbers of our target users,
the union and association members. This is a free program, coming to them
ostensibly from their own union or association as part of their benefits
package.
We recognize, however, that simply enrolling members is not the key to our
success. Based on our own historical data we believe that usage is the key to
our success, and our marketing resources are allocated accordingly. When we
designed our network structure, it was with the idea that we must have an
abundance of members available to patronize our Providers. Our business model
contemplates that our neighborhood Local Discount Networks will have relatively
small numbers of Providers and high numbers of members per Provider. We believe
that we can accomplish this because there are so many different types of
potential businesses with which we can contract. We do not need a large number
of them in any one neighborhood in order to generate considerable revenue. We
have estimated that our total market of union and association members and their
family members in Los Angeles is approximately 3,500,000. We believe that we
need only capture less than 10% of our total potential user market as members
within the next two years to be successful. There are 500,000 small businesses
in Los Angeles County, and we believe that we need to contract with less than 1%
of this market as Providers to be successful.
An important benefit to creating our Local Discount Networks in distinct
neighborhoods is that, when we add unions with membership bases that primarily
live in certain areas, we can focus our sales efforts on those neighborhoods
where we know the union members live or work. Our initial target is to have
approximately 105 members for every individual Provider in each Local Discount
Network. Our best estimates, based on anecdotal evidence from the cross-section
of Providers that we currently have, is that the average Provider needs, on
average, five purchases per month from our members in order to make its
association with us profitable enough that it will continue paying our monthly
fees for referrals. This means that we would need fewer than 5% of our members
to be active in any given month to achieve our targets.
We have developed and refined our database and information collection
techniques to provide information concerning Provider usage by our members. We
believe that this data should enable us to fine-tune our marketing activities
and to select the types and locations of potential Providers that will benefit
our membership the most, and that will therefore benefit the most from our
membership, within each neighborhood. We anticipate that these data collection
and data management capabilities will be vitally important.
21
While we recognize that union members, as a whole, may be somewhat
homogeneous, we also recognize the significant demographic and geographic
diversity of our present and prospective membership base and that different
types of local Providers may be more or less appealing to different segments of
this membership base. We have the ability to adapt our selection of Providers
and potential Providers to each neighborhood within our Local Discount Networks
and to provide some rational, predictive data to support our marketing efforts
to particular prospective Providers. This same data will also enable us to
provide a basis for the fees that we charge to particular local Providers and to
justify different fees for different local Providers.
We have created newsletters for both members and Providers, which are
delivered through both email and conventional mail. Member targeted newsletters
promote the various benefits of membership in UMDN as well as highlight
individual Providers in our network. We promote activism with feature articles
on the history and current state of the nation's unions. The purpose of these
newsletters is to build usage of the Provider network as well as build awareness
of UMDN's activism and commitment to the union community. Provider targeted
newsletters feature UMDN activities which are designed to increase member
traffic to the Provider businesses. This may include the activities of our
spokesperson, Larry Hagman, our activities with associated unions, new unions
associating with us, as well as ways the Providers can increase the value of
their contract with us. These newsletters are designed as positive reinforcement
of the Providers' involvement with us.
COMPETITION
As noted earlier (see OUR BUSINESS-Business Strategy), traditional affinity
group marketing or discount programs are generally based on a fee for membership
structure, with the programs earning their revenues primarily from subscription
or membership fees charged to the members and only secondarily, if at all, from
the providers of goods and services to the members. To the best of our
knowledge, no existing affinity group marketing or discount program utilizes
small local businesses to form local discount networks. Additionally, we know of
no other company that markets local businesses specifically to the union
community. We believe that these components, which are the core of our business
model, distinguish us from all other affinity group marketing or discount
programs. Nonetheless, in the past few years there have been several companies
that have tried to market their services specifically to or for unions or their
members; and we expect that there will be others. There are many companies with
stronger ties in the union community and more resources than we currently
possess that could become competitors. We believe that our most formidable
competition is yet to surface and will be in the form of a potential
competitor's substantial increase of its resources devoted to the development
and marketing of products and services that compete with our Providers' products
and services.
The American Federation of Labor-Congress of Industrial Organizations (more
commonly known by its acronym as the AFL-CIO) created a program in 1986 called
"Union Privilege" (now also called "Union Plus by Union Privilege"). The purpose
was to provide members consumer benefits and strengthen member recruitment. The
program is built on a "Unions Choose" philosophy, that necessitates that each
international AFL-CIO union decide independently which Privilege programs they
will endorse and how they will promote those programs to their members.
Additionally, the program is not funded by union dues; and, after more than
fifteen years of operation, still only includes six national providers offering
services at a discount, and a limited self-employment or supplemental insurance
program. This suggests to us that this program is not robustly managed or
promoted. The six national providers in the Union Privilege program complete
with some of our National Providers. The Union Privilege program does not
22
preclude efforts by individual unions to offer other benefits to their members,
such as participation in our program, even if they have chosen actively to
promote Union Privilege programs. If we are successful, we anticipate that Union
Privilege or others may attempt to emulate our business model.
In order to remain successful when confronted by that challenge or the
challenge of other potential competition, we shall need to maintain vigorous
marketing to existing members and to adjust continually our business model to
remain innovative.
OFFICE SPACE
Our offices are currently located in a building owned by the founders. We
rent our office space on a month-to-month basis, with utilities, for $1,000.00
per month which Kent and Starla Keith contribute to capital. See CERTAIN
TRANSACTIONS. We anticipate, if this Offering is successful, that we shall need
to relocate our operations to more conventional and larger office space.
EMPLOYEES
We currently have six employees. In addition to Kent and Starla Keith, who
are our only executive employees, we have four additional full-time employees
engaged in sales, union relations and clerical functions and one independent
contractor salesperson. We believe that our relations with all of our employees
are good.
LEGAL PROCEEDINGS
There are no material legal proceedings pending to which UMDN is a party;
and we are unaware of any contemplated material legal actions against us.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
OFFICERS AND DIRECTORS
The names and ages of our directors and executive officers are set forth
below. All Directors are elected annually by the stockholders to serve until the
next annual meeting of the stockholders and until their successors are duly
elected and qualified. Officers are elected annually by the Board of Directors
to serve at the pleasure of the Board.
Name Age Position(s) with UMDN
---- --- ---------------------
Kent Keith 36 President and Director
Starla Keith 42 Secretary, Treasurer, Chief Financial
Officer and Director
Maj Hagman 73 Director
Gary Horowitz 65 Director
Michael Posner 62 Director
The co-founders of UMDN are Kent and Starla Keith, who remain our senior
management. As a general rule, Kent Keith is primarily responsible for the
23
design and implementation of all of our information technology systems,
including net development, database management and reporting; and Starla Keith
is primarily responsible for all financial, human resource and administrative
operations. Kent and Starla Keith together manage all sales and marketing
activities, the creation and realization of our product offerings and plans for
the future operation of the business.
Prior to the founding of UMDN in 1998, Starla Keith was, from 1979 to 1984,
an equity owner in, and Vice President-Sales and Marketing for, Shalimar Real
Estate Inc. and Angel Investment, Inc., both Colorado-based real estate
development companies. Ms. Keith was a co-owner and operator, with Mr. Keith, of
First National Food Company, a restaurant located in Pacific Palisades,
California, from 1987 to 1990. Additionally, From 1992 to 1999, Ms. Keith was
President of Community Properties, a California-based real estate development
company of which she was also a founder, which specialized in the development of
H.U.D. housing. From 1990 to 1997, Ms. Keith has held the positions of Western
Sales Manager, Regional Manager and District Manager with Bristol-Meyers Squibb
(1996-1997), Laerdal Medical Corporation (1992-1996) and Zimmer Elektromedizin
(1990-1992). Ms. Keith is currently a Trustee of the New Roads Foundation, an
educational foundation dedicated to building schools in the Los Angeles area.
She has also been a Trustee of AOF/Pacific Affordable Housing Corp., a
California non-profit corporation. Starla Keith has been a member of the Screen
Actors Guild Union for over thirteen years. Ms. Keith received a Bachelor of
Science degree in Advertising/Public Relations from the University of Colorado
and a Masters of Business Administration degree from Pepperdine University.
Kent Keith began his professional career while attending San Diego State
University as a Sales Manager for Balloonatiks, Inc., a California based events
producer and retailer of specialty products, from 1985 to 1987. During his
tenure there, Mr. Keith was directly responsible for the creation of the
Wholesale Division and subsequently held the position of Division Director. Mr.
Keith was co-owner and operator, with Mrs. Keith, of First National Food Company
from 1987 to 1990. In 1992 Mr. Keith briefly held the position of Territory
Manager for Shield Health Care, a Southern California medical supplies
distributor before founding the Keith Kompany in 1992, Keith Kompany was a Los
Angeles eyewear distributorship that marketed the exclusive lines of Calvin
Klein, Gianfranco Ferre and others, for the world's two largest eyewear
manufacturers, Marchon, Inc. and The Safilo Group, until 2000. Additionally, Mr.
Keith is a member of American MENSA, is a certified ABO Speaker/Trainer and has
acted as an outside sales consultant, training sales personnel for both medical
and eyewear companies.
Maj Hagman is the wife of Mr. Larry Hagman, our spokesperson, whom she met
in London while she was working as a designer consultant to fashion houses.
Since moving to California with Mr. Hagman in 1965, she has engaged in real
estate development activities and continued with her design activities. Ms.
Hagman serves on the Boards of Directors of, and volunteers her services to, the
John Wayne Cancer Institute, the Susan Komen Foundation, the Solar Electric
Light Fund, the Ventura County Museum of Art and History and the Ojai Music
Festival.
Gary Horowitz was President and a Director of SolutionsAmerica, Inc. from
1999 to 2001. From June, 1998 through April 1999, Mr. Horowitz was President of
Recovery Network, Inc., a cable television network programming subject matter
relating to addition and health issues. From July 1993 through March 1996, he
was President and chief executive officer of Harmony Holding, Inc., a
publicly-held company whose shares are traded on the NASDAQ Small Cap Market and
which owned and operated a group of television commercial and music video
24
production companies. Mr. Horowitz served as director, publisher and chief
executive officer of the alternative weekly publication "LA Weekly" and was
co-founder of Wakeford/Orloff, a producer of television advertising for major
American corporations and of motion pictures.
Michael Posner is a founding partner of the law firm Posner & Rosen LLP.
Mr. Posner is a litigation attorney representing primarily unions and employees.
He is a Fellow of the College of Labor and Employment Lawyers and a member of
the Labor and Employment sections of both the American and California Bar
Associations. From 1994 to 1997, Mr. Posner was the Union Co-Chair of the
Committee on the Development of Labor Law Under the National Labor Relations Act
and one the editors-in-chief of The Developing Labor Law supplements. Mr. Posner
is also a member of the Los Angeles County Bar Association Committee on Labor
Law and its Executive Committee and the Los Angeles Advisory Council of the
American Arbitration Association. Mr. Posner is a frequent speaker at American
Bar Association, Los Angeles County Bar Association, American Arbitration
Association and ALI-ABA programs. From 1997 to 1998, Mr. Posner was the co-Chair
of the entertainment Industry Labor Law Conference of the Los Angeles County Bar
Association Labor Law Committee.
BOARD OF ADVISORS
We have relationships with several individuals who provide particular
services or particular expertise for our benefit from time to time at our
request: Mr. Larry Hagman, Mr. Mark Galanty and Mr. Larry Zuccolotto. As opposed
to our Board of Directors, which providers oversight, vision and general
direction to our business, members of our Board of Advisors provide their
particular expertise to our management on an as-needed basis.
Larry Hagman, has been in the entertainment industry for over fifty years.
Mr. Hagman is President of MajLar Productions and is also a member of the Board
of Directors of the Kidney Foundation of America. Mr. Hagman is our
spokesperson.
Mark Galanty is a principal partner in, and Senior Account Executive of,
Galanty & Co, a Los Angeles advertising firm specializing in corporate,
government and union advertising campaigns. Mr. Galanty provides advice on our
marketing campaigns, materials and message and directs much of our work with Mr.
Hagman.
Larry Zuccolotto provides insurance industry expertise. He is currently the
Director of Benefits & Operations for Association Benefits Consultants, an
affiliate of Link-Allen. Mr. Zuccolotto has been engaged in structuring and
implementing employee and employer benefit programs for over twenty years. He
has spent the past several years creating policies and discount programs for
associations throughout the State of California.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Each of our directors is entitled to receive reasonable out-of-pocket
expenses incurred in attending meetings of our Board of Directors, but directors
are not compensated for services provided in their capacities as directors.
There is no compensation committee and no compensation policies have been
adopted. We also grant to each non-employee director ten year options to acquire
100,000 shares of our common stock at the fair market value of such shares on
the date on which they become directors. These options, which are granted
25
pursuant to the 2002 Stock Option Plan of UMDN, Inc., described below (see
EXECUTIVE COMPENSATION-Stock Option Plan), vest as to 25,000 shares immediately
and as to 25,000 additional shares on each of the first three anniversaries of
the grant date if the optionee then remains a director. On April 16, 2002, we
granted these options to Ms. Hagman and to Messrs. Horowitz and Posner with
exercise prices of $.25 per share, which was determined to be the fair market
value of our shares on that date.
Effective as of August 29, 2000, we entered into employment contracts with
our founders and principal officers, Kent and Starla Keith. These are each
five-year contracts, terminating on August 28, 2005, although we may terminate
them earlier for cause and Mr. or Mrs. Keith may terminate them earlier with or
without cause. Each contract provided for monthly compensation of $10,000, which
has never been paid in full. As of November 1, 2001, Mr. and Mrs. Keith waived
all of their claims for accrued compensation and agreed to reduce their salaries
to $7,000 apiece. They have also agreed to defer their salaries until such time
as we and they agree that we are in a position to resume paying them. Since
February 28, 2002, we have not paid either Mr. or Mrs. Keith their salaries but
are continuing to accrue them. Mr. and Mrs. Keith have advised us that they
anticipate that, if and to the extent they successfully sell some of their
shares in this Offering, they will be able to make more of a loan available to
us. See MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
On September 1, 2001, we entered into a one-year Consulting Agreement with
Mr. Gary Horowitz. Under this Consulting Agreement Mr. Horowitz agreed to assist
us in our capital raising efforts and we issued to Mr. Horowitz, as
compensation, a fully vested, five-year option to purchase 100,000 shares of our
Common Stock at $.02 per share. This option is in addition to the option granted
to Mr. Horowitz when he later became a non-employee director.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Awards Payouts
Securities
Other Annual Restricted Underlying LTIP
Name Year Ended Salary Bonus Compensation Stock Options/ Payouts All Other
and Principal Position August 31 ($) ($) ($) Awards SARs (#) ($) Compensation($)
-------------------------- ------------ ---------- -------- -------------- ------------ ------------ -------- --------------
Kent Keith, President 2001 50,000 0 0 0 0 0 0
Starla Keith, CFO 2001 50,000 0 0 0 0 0 0
STOCK OPTION PLANS
On April 16, 2002, our directors and majority shareholders approved the
adoption of the 2002 Stock Option Plan of UMDN, Inc. This Plan provides for the
issuance of both incentive and non-qualified stock options to our employees, our
non-employee directors and our consultants. The total number of shares that may
be subject to options issued under this Plan is twenty percent of the total
number of shares of our Common Stock outstanding from time to time. At present,
there are 14,924,000 shares of our Common Stock outstanding. Therefore, the
total number of shares that may be subject to options granted under this Plan on
the date hereof is 2,984,800. If the maximum number of shares of our Common
Stock are sold in this Offering, the total number of shares that could be
subject to options granted under this Plan would increase to 3,024,800. In order
to comply with certain provisions of the Internal Revenue Code of 1986, as
amended, the total number of shares that may be subject to incentive stock
options granted under this Plan may never exceed 2,000,000, irrespective of the
26
number of shares of Common Stock outstanding. No options may be granted under
this Plan after the tenth anniversary of the date on which the Plan was adopted
nor may any option granted under this Plan extend beyond the tenth anniversary
of the date of grant of the option. Options granted under this Plan may not be
transferred except by will or the laws of descent and distribution. As noted
above, we have granted options to purchase 300,000 shares under this Plan to our
newly elected, non-employee directors. These options are non-qualified options.
This Plan is administered by a Committee of our Board of Directors or, if,
as at present, no committee has been appointed, by our entire Board of
Directors. Subject to the provisions of the Plan and, with respect to incentive
stock options, the restrictions contained in the Internal Revenue Code, the
administrators have complete discretion to determine who is to receive options;
the number of shares to be covered by each option; the exercise price, term and
vesting schedule of the options; the manner of payment of the exercise price of
the options; and all other terms and conditions of the options. Rules prescribed
by the Internal Revenue Code with respect to incentive stock options require
that the exercise price of the incentive stock options be not less than the fair
market value of the stock on the date of grant or, if the grantee is already a
10% shareholder, 110% of that fair market value and that the aggregate fair
market value (determined at the time the option is granted) of shares with
respect to which incentive stock options may be granted to any one individual,
which are exercisable for the first time during any calendar year, cannot exceed
$100,000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information, as of April 30, 2002, with respect
to the beneficial ownership of the outstanding shares of our common stock as of
such date plus, where relevant for particular beneficial owners, shares which
such beneficial owner has the right to acquire by (i) any holder known to us to
own more than five percent (5%) of the outstanding shares; (ii) each of our
officers and directors; and (iii) our directors and officers as a group. Each of
the persons listed below has sole voting and investment power with respect to
the shares listed as beneficially owned.
Name and Address of Beneficial Owner* Number of Shares Percent of Class
------------------------------------
Kent Keith (1) 12,547,880(2) 84.08%
Starla Keith (1) 12,547,880(2) 84.08%
Maj Hagman (3) 448,255(4) 2.94%
Gary Horowitz 200,000 (4) less than 1%
Michael Posner 100,000(4) less than 1%
William and Paula Rhoadarmer (5) 1,394,212 9.34%
All Officers and Directors as a group 12,947,880(4) 85.75%
(1) Kent Keith is President and Director of UMDN, and Starla Keith is Vice
President, Secretary, Chief Financial Officer, and Director of UMDN.
(2) Includes, in the case of Kent Keith, 6,273,940 shares owned by Starla
Keith and, in the case of Starla Keith, 6,273,940 shares owned by Kent
Keith. Each of Kent and Starla Keith disclaims beneficial ownership of
the shares owned by the other.
(3) Includes 48,255 shares owned by, and 300,000 shares subject to options
granted to, Mr. Larry Hagman, who is Ms. Hagman's husband and in which
Ms. Hagman disclaims beneficial ownership.
27
(4) All subject to the exercise of options. Includes 25,000 shares
(125,000 shares in the case of Mr. Horowitz) which the individual has
the right to acquire within sixty days by exercising such options.
Percentages are based on those shares only.
(5) William and Paula Rhoadarmer are the parents of Starla Keith.
Unless otherwise indicated, the address of all persons listed in the table above
is c/o UMDN, Inc., 217 Ashland Avenue, Santa Monica, California 90405.
CERTAIN TRANSACTIONS
Kent and Starla Keith have agreed to lend to us, or to apply for our
benefit (See EXECUTIVE COMPENSATION - Compensation of Directors and Executive
Officers) up to $350,000 at our request from time to time under a Promissory
Note, executed as of November 1, 2001. See MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. We must pay interest on each
advance under this Promissory Note at eight percent. All interest and principal
are due on the demand of Kent and Starla Keith, so long as that demand is made
on or after November 1, 2003. At June 26, 2002, we had borrowed a total of
$158,000 under this Promissory Note.
Kent and Starla Keith have also leased to us our present office facilities
which are located in a building they own. Under this lease we pay to Kent and
Starla Keith $1,000 per month, which they contribute to our capital. The lease
is on a month-to-month basis.
DESCRIPTION OF SECURITIES
GENERAL
We are authorized to issue up to forty million (40,000,000) shares of
common stock, $.0001 par value per share, of which fourteen million nine hundred
twenty-four thousand (14,924,000) are issued and outstanding, and ten million
(10,000,000) shares of preferred stock, $.0001 par value per share, none of
which is issued or outstanding.
COMMON STOCK
Subject to the rights of holders of preferred stock, if any, holders of
shares of our common stock are entitled to share equally on a per share basis in
such dividends as may be declared by our Board of Directors out of funds legally
available therefor. There are no plans to pay dividends with respect to the
shares of our common stock. Upon our liquidation, dissolution or winding up,
after payment of creditors and the holders of our senior securities, including
preferred stock, if any, our assets will be divided pro rata on a per share
basis among the holders of the shares of our common stock. The common stock is
not subject to any liability for further assessments. There are no conversion or
redemption privileges nor any sinking fund provisions with respect to the common
stock and the common stock is not subject to call. The holders of common stock
do not have any pre-emptive or other subscription rights.
Holders of shares of common stock are entitled to cast one vote for each
share held at all stockholders meetings for all purposes, including the election
of directors. The common stock does not have cumulative voting rights. All of
the issued and outstanding shares of common stock are fully paid, validly issued
and non-assessable.
28
PREFERRED STOCK
Our Board of Directors has the authority, without further action by the
holders of the outstanding common stock, to issue all ten million (10,000,000)
shares of preferred stock from time to time in one or more classes or series, to
fix the number of shares constituting any class or series and the stated value
thereof, if different from the par value, and to fix the terms of any such
series or class, including dividend rights, dividend rates, conversion or
exchange rights, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price and the liquidation preference of
such class or series. The rights of the holders of common stock will be subject
to, and may be adversely affected by, the rights of holders of any preferred
stock that may be issued in the future. Issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire, or of discouraging a third party from attempting to
acquire, a majority of our outstanding voting stock.
On April 5, 2001, just prior to the acquisition of all of our common stock
by Delta Capital Technologies, Inc. in a transaction that was later rescinded
(see MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS), we created a Series A Preferred Stock consisting of 1,050,000
shares and issued these shares as a stock dividend to our shareholders on the
basis of three shares of Series A Preferred Stock for every ten shares of common
stock then owned by our shareholders. Each of these shares was convertible into
ten shares of our common stock. Our shareholders continued to hold these shares
while Delta owned the common stock and, after the transaction with Delta was
rescinded, converted them into common stock. Those shares of Series A Preferred
Stock have reverted to the status of authorized but unissued shares of Preferred
Stock. There are no shares of preferred stock issued or outstanding on the date
hereof.
OUTSTANDING OPTIONS AND WARRANTS
As part of our capital raising efforts in 2001, we issued 712,000 units,
each unit consisting of one share of our common stock and a warrant expiring May
31, 2003, to purchase one additional share of our common stock at a price of
$.75 per share if exercised on or prior to May 31, 2002, or $1.00 per share, if
exercised thereafter. These warrants are fully vested and may be exercised, in
whole or in part, at any time and from time to time prior to their expiration
date.
In consideration for services rendered and to be rendered by several
individuals, including Mr. Larry Hagman and other members of our Board of
Advisors, for our benefit, we have also issued options to purchase an aggregate
of 1,050,000 shares of our common stock at prices ranging from $.02 to $.25 per
share. It is one of these options whose exercise is covered by this Prospectus.
These are all fully vested, five year options and expire on various dates from
August 31, 2005, to March 31, 2007. These options are in addition to those
granted to Mr. Horowitz and the other newly elected non-employee directors. See
EXECUTIVE COMPENSATION-Compensation of Directors and Executive Officers.
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this Offering there has been no public market for our common
stock. Future sales of substantial amounts of common stock in the public market,
29
or the availability of shares for sale, could adversely affect the prevailing
market price of our common stock and our ability to raise capital by another
offering of equity securities.
If the option is exercised in full, we shall have 15,124,000, shares of
common stock outstanding, assuming no other exercise of outstanding options or
warrants. After the Offering all of the shares sold in this Offering will be
immediately tradeable without restriction under the Securities Act of 1933, as
amended (the "Securities Act"), except for any shares purchased by an
"affiliate" of ours, as that term is defined in the Securities Act. Affiliates
will be subject to the resale limitations of Rule 144 under the Securities Act.
We issued the currently 14,924,000 outstanding shares of our common stock
in private transactions in reliance upon one or more exemptions contained in the
Securities Act. These shares are deemed "restricted securities" as defined in
Rule 144. Of these restricted securities, 14,571,745 shares have been held for
more than one year as of May 31, 2002 and, therefore, are immediately eligible
for public sale without restriction under the Securities Act except as described
below. The remaining 352,255 shares were acquired from July, 2001 to April,
2002, and therefore will not be eligible for public sale until the first
anniversaries of those dates.
Under the Securities Act, the sale of any securities into the public market
must be registered unless the transaction is exempt from registration. Rule 144
provides an exemption for securities acquired in private transactions without
the requirement of registering the sale of the shares but requires that they not
be sold into the public market for at least a year after purchase.
For holders who are our "affiliates" and for all other holders who sell
after one, but before two, years following the issuance of the securities, there
are additional requirements before such shares can be sold on the open market.
Our "affiliates" are persons who, at any time during the 90 days preceding a
sale by them directly or indirectly through intermediaries control, are
controlled by, or are under common control with us. For these sales to be exempt
under Rule 144, (i) we must be current in our reporting obligations under the
Securities Exchange Act of 1934, (ii) the number of shares sold within any three
month period is limited, (iii) the sales must be made in broker's transactions
and (iv) the seller must provide notice to the SEC.
The current reporting obligation is met if we have been subject to the
reporting requirements of Section 13 or Section 15(d) of the Securities Exchange
Act for at least 90 days immediately proceeding the sale and have filed all
required reports during the 12 months proceeding the sale (or such shorter
period as we have been subject to these requirements).
The number of restricted shares that may be sold in any three month period
is the greater of:
1. one percent of the then outstanding shares of common stock; or
2. the average weekly trading volume in the common stock during the four
calendar weeks immediately preceding the date on which notice of the
sale is filed with the SEC.
When determining the number of shares sold by an affiliate within the three
month period, they must be aggregated with sales of unrestricted shares during
the same time period. If a person is selling both convertible securities and the
class of securities into which the convertible securities may be converted, the
number of sales of both types must be aggregated together. If securities which
were pledged are being sold pursuant to a default of such pledge, the sales of
both the pledgee and the pledgor must be aggregated. If shares are given by gift
30
and the donee sells shares of the same securities within one year after the
gift, sales of both the donor and the donee must be aggregated. If a trust sells
shares within one year of acquiring them from the settlor of that trust, the
sales of the trust and the settlor must be aggregated. If a person's estate or
beneficiary sells shares, the number of shares sold by the decedent within the
same time period must be aggregated with sales by the estate or the beneficiary
unless the estate or beneficiary is not an affiliate at the time of sale.
Finally, sales by two or more persons who agree to act in concert in selling the
securities must be aggregated.
A broker's transaction is a transaction in which neither the broker nor the
seller, solicits or arranges for the solicitation of buy orders and in which the
broker only executes a sale as the seller's agent and receives only a normal
commission.
Finally, the seller must give notice that the seller is making the sale.
The seller must submit copies of Form 144, which gives details of the shares to
be sold, to the SEC and to any securities exchange on which the stock is traded
if the total sales by the seller during any three-month period exceeds 500
shares or has an aggregate sale price of more than $10,000.
The foregoing summary of Rule 144 is not a complete description.
In addition, our officers and directors and the holders of five percent or
more of our outstanding common stock have agreed to refrain from selling their
shares for so long as shares may be sold pursuant to this Offering.
DELAWARE ANTI-TAKEOVER LAW PROVISIONS
As a Delaware corporation, we are subject to Section 203 of the General
Corporation Law. In general, Section 203 prevents an "interested stockholder"
(defined generally as a person owing 15% or more of a Delaware corporation's
outstanding voting stock) from engaging in a "business combination" (as defined)
with such Delaware corporation for three years following the date such person
became an interested stockholder unless (i) before such person became an
interested stockholder, the board of directors of the corporation approved the
transaction in which the interested stockholder became an interested stockholder
or approved the business combination, (ii) upon consummation of the transaction
that resulted in the interested stockholder's becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced (excluding
stock held by the directors who are also officers of the corporation and by
certain employee stock plans), or (iii) following the transaction in which such
person became an interested stockholder, the business combination is approved by
the board of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of two-thirds of the
outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the public announcement or notification of one of certain
extraordinary transactions involving the corporation and a person who had not
been an interested stockholder during the previous three years or who became an
interested stockholder with the approval of the corporation's board of directors
and if such business combination is approved by a majority of the board members
who were directors prior to any person becoming an interested stockholder. The
provisions of Section 203 requiring a super-majority vote to approve certain
corporate transactions could have the effect of discouraging, delaying or
preventing hostile takeovers, including those that might result in the payment
of a premium over market price or changes in control or management of UMDN.
31
LIMITATION ON LIABILITY OF DIRECTORS
Our certificate of incorporation provides that our directors will not be
personally liable to us or our stockholders for monetary damages for breach of
their fiduciary duty of care as a director, including breaches which constitute
gross negligence. By its terms and in accordance with the Delaware General
Corporation Law, however, this provision does not eliminate or limit the
liability of our directors (i) for breaches of their duty of loyalty to us or
our stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, (relating to unlawful payments or
dividends or unlawful stock repurchases or redemptions), or (iv) for any
improper benefit.
APPLICABILITY OF CALIFORNIA GENERAL CORPORATION LAW
Although we are incorporated in Delaware, Section 2115 of the California
General Corporation Law makes certain provisions of that statute applicable to
corporations incorporated in other states if, as in our case, (i) a majority of
the outstanding shares of the corporation are owned by California residents,
(ii) on average, a majority of the sales, payroll and property of the
corporation are located in California and (iii) the shares of the corporation
are not listed or traded on the American or New York Stock Exchanges or as
National Market Securities on the Nasdaq Stock Market. As a result, we are
subject to, among others, those provisions of the California General Corporation
Law that impose annual election and cumulative voting requirements for all
directors, establish the standard of care to be exercised by directors, limit
our ability to indemnify our directors, restrict our ability to establish
supermajority voting requirements, establish special voting requirements for a
sale of substantially all of our assets to a controlling shareholder and
dissenters' rights for business combination transactions and require us to
provide access and reports to our shareholders. We shall remain subject to these
California provisions until such time as (i) a majority of our outstanding
shares are no longer owned by California residents or (ii) on average, a
majority of our sales, payroll and property are no longer located in California
or (iii) our shares are listed or traded on the American or New York Stock
Exchanges or as National Market Securities on the Nasdaq Stock Market.
DIVIDEND POLICY
We have not paid any dividends on our common stock since our inception and
do not intend to pay dividends on our common stock in the foreseeable future.
Any earnings which we may realize in the foreseeable future will be retained to
finance our growth.
TRANSFER AGENT AND REGISTRAR
will act as our transfer agent and registrar for our Common Stock.
SELLING SHAREHOLDERS
The following table identifies each of our shareholders who is offering
shares of our common stock in this Offering, the number of shares of our Common
Stock owned by that shareholder prior to this Offering, the number of shares
offered by that shareholder and the number of shares, and percentage of the
outstanding shares, to be owned by that shareholder after this Offering,
assuming all of that shareholder's shares are sold in this Offering. This table
assumed that none of our outstanding options or warrants is exercised.
32
----------------------------- --------------------- --------------------- --------------------- ---------------------
Amount of Percentage of
Amount of Amount of Securities Owned Securities Owned
Securities Owned Securities to be After Offering After Offering
Name Before Offering Offered Complete Complete
----------------------------- --------------------- --------------------- --------------------- ---------------------
Kent Keith (1) 12,547,880 (2) 2,000,000 (2) 10,547,880 (2) 70.68% (2)
----------------------------- --------------------- --------------------- --------------------- ---------------------
Starla Keith (1) 12,547,880 (2) 2,000,000 (2) 10,547,880 (2) 70.68% (2)
----------------------------- --------------------- --------------------- --------------------- ---------------------
Golden Gate Partners 80,000 16,000 64,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Pat Nakahara 200,000 40,000 160,000 1.07%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Randy O'Connell 40,000 8,000 32,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Marjorie Keith 40,000 8,000 32,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Jim and Evelyn Price 40,000 8,000 32,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
David Boone 40,000 8,000 32,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Tomas Gonzalez 40,000 8,000 32,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Gary Wise 40,000 8,000 32,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
The Michael and Gail 80,000 16,000 64,000 Less than 1%
Giovannini 1995 Trust
----------------------------- --------------------- --------------------- --------------------- ---------------------
Evelyn Hellebuyck 40,000 8,000 32,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Bonanza Management Ltd. 40,000 8,000 32,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Joseph Lynch 101,653 10,000 91,653 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Don Wylie 20,000 4,000 16,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Paula and William 1,394,212 280,000 1,114,212 7.47%
Rhoadarmer
----------------------------- --------------------- --------------------- --------------------- ---------------------
Cheryl Watkins-Bremont 12,000 2,000 10,000 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
Larry Hagman (3) 48,255 10,000 38,255 Less than 1%
----------------------------- --------------------- --------------------- --------------------- ---------------------
(1) Kent Keith and Starla Keith are directors and officers. See DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - Officers and Directors.
(2) Includes before Offering, in the case of Kent Keith, 6,273,940 shares
owned by Starla Keith and, in the case of Starla Keith, 6,273,940 shares owned
by Kent Keith and after the Offering, in the case of Kent Keith, 5,273,940
shares owned by Starla Keith and, in the case of Starla Keith, 6,273,940 shares
owned by Kent Keith. Each of Kent Keith and Starla Keith are offering 1,000,000
shares individually pursuant to this Registration Statement. Each of Kent and
Starla Keith disclaims beneficial ownership of the shares owned by the other.
(3) Larry Hagman is a member of the Board of Advisors. See DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - Board of Advisors.
Prior to this Offering, there has been no public market for our common
stock. There can be no assurance that our common stock will be quoted in the
over-the-counter market. This Offering is not conditioned upon the quotation of
our stock in the over-the-counter market.
33
Each selling shareholder may sell the shares offered hereby independently
of the others No broker or dealer has been retained or is under any obligation
to buy or sell any shares.
In accordance with Rule 416 under the Securities Act of 1933, the selling
shareholders may also sell in this Offering such additional number of shares of
our common stock as may be issued with respect to the offered shares as a result
of stock splits, stock dividends or similar transactions.
Any and all of the shares of common stock may be offered for sale pursuant
to this Prospectus by the selling shareholders from time to time. Accordingly,
no estimate can be given as to the amounts of shares of our common stock that
will be held by the selling shareholders upon consummation of any such sales. In
addition, the selling shareholders may have sold, transferred or otherwise
disposed of all or a portion of their shares since the date on which the
information regarding their common stock was provided in transactions exempt
from the registration requirements of the Securities Act of 1933.
Under the securities laws of certain states, the shares may be sold only
through registered or licensed broker-dealers or pursuant to available
exemptions from such requirements. In addition, in certain states the shares may
not be sold unless the shares have been registered or qualified for sale or an
exemption from such requirement is available and is complied with.
We shall pay certain expenses in connection with this Offering, estimated
to be approximately $100,000; but we shall not pay for any underwriting
commissions and discounts, if any, or counsel fees or other expenses of the
selling shareholders. We have agreed to indemnify the selling shareholders,
their directors, officers, agents and representatives, and any underwriters
acting on their behalf, against certain liabilities, including certain
liabilities under the Securities Act of 1933. The selling shareholders have also
agreed to indemnify us, our directors, officers, agents and representatives
against certain liabilities, including certain liabilities under the Securities
Act of 1933.
DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our certificate of incorporation provides that, subject to the
determination that such officer or director is so entitled, we shall indemnify
our officers and directors from and against any and all expenses and liabilities
arising from their actions in their official capacities and as to actions in
another capacity by reason of holding such office, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law or other
applicable laws.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is unenforceable.
REPORTS TO SECURITYHOLDERS
We shall furnish to holders of our securities annual reports containing
audited financial statements. Contemporaneously with this offering, we have
registered our securities with the Securities and Exchange Commission under the
provisions of Section 12(g) of the Securities Exchange Act of 1934, as amended,
and, in accordance therewith, we shall be required to comply with certain
reporting, proxy solicitation, and other requirements of the Exchange Act.
34
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
UMDN by Parker, Milliken, Clark, O'Hara & Samuelian, a Professional Corporation,
Los Angeles, California.
EXPERTS
Certain of the financial statements of UMDN included in this Prospectus, to
the extent and for the periods indicated in their report, have been audited by
Gumbiner, Savett, Finkel, Fingleson & Rose, Inc., independent certified public
accountants, whose report thereon appears elsewhere herein.
AVAILABLE INFORMATION
We have filed with the Commission, Washington, D.C. 20549, a Registration
Statement on Form SB-2 under the Securities Act with respect to our common stock
offered hereby. This Prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules to the
registration statement. For further information with respect to UMDN, Inc. and
our common stock offered hereby, reference is made to the Registration Statement
and the exhibits and schedules filed as a part of the Registration Statement.
Statements contained in this Prospectus concerning the contents of any contract
or any other document are not necessarily complete; reference is made in each
instance to copy of such contract or any other document filed as an exhibit to
the registration statement. Each such statement is qualified in all respects by
such reference to such exhibit. After the offering, we shall be subject to the
informational requirements of the Securities Exchange Act of 1934, as amended,
and, in accordance therewith, will be required to file annual, quarterly and
special reports, proxy statements and other information with the SEC. The
registration statement, including exhibits and schedules thereto, may be
inspected without charge at the Commission's principal office in Washington
D.C., and copies of all or any part thereof may be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 after payment of fees prescribed by the Commission. The telephone number
of the Commission is 1-800-SEC-0330. The Commission also maintains a World Wide
Web site which provides online access to reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission at the address http://www.sec.gov. We intend to furnish
holders of our common stock with annual reports containing financial statements
audited by independent accountants beginning with the fiscal year ending August
31, 2002.
You should rely only on the information contained in this Prospectus. We
have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this Prospectus is accurate as of the date on the
front cover of this Prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.
Additional risks and uncertainties not currently known or that are not
currently deemed material may also impair our business operations. The risks and
uncertainties described in this document and other risks and uncertainties which
we may face in the future may have a greater impact on those who purchase our
common stock. These purchasers will purchase our common stock at the market
price or at a privately negotiated price and will run the risk of losing their
entire investment.
35
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Page
Report of Independent Certified Public Accountants...........................................................37
Financial statements:
Balance sheets...........................................................................................38
Statements of operations.................................................................................39
Statements of proprietors'/stockholders' deficiency......................................................40
Statements of cash flows.................................................................................41
Notes to financial statements............................................................................42
36
Report of Independent Certified Public Accountants
The Board of Directors and Stockholders
UMDN, Inc.
Santa Monica, California
We have audited the accompanying balance sheets of UMDN, Inc. (formerly a
proprietorship) as of August 31, 2000 and 2001 and the related statements of
operations, proprietors'/stockholders' deficiency, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of UMDN, Inc. as of August 31,
2000 and 2001 and the results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception and has experienced
liquidity problems. Those conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to those
matters are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
GUMBINER, SAVETT, FINKEL, FINGLESON & ROSE, INC.
Santa Monica, California
January 11, 2002, except for first paragraph of
Note 9 as to which the date is March 11, 2002
37
UMDN, INC.
BALANCE SHEETS
August 31, 2000, August 31, 2001
and February 28, 2002
ASSETS
August 31, August 31, February 28,
2000 2001 2002
-------------- -------------- ---------------
(unaudited)
CURRENT ASSETS
Cash $ 171 $ 30,704 $ 1,326
Accounts receivable 550 - 3,000
Prepaid legal fees and other 4,349 310 294
Deferred offering costs - - 43,977
-------------- -------------- ---------------
TOTAL CURRENT ASSETS 5,070 31,014 48,597
-------------- -------------- ---------------
PROPERTY AND EQUIPMENT, at cost,
net of accumulated depreciation (Notes 5 and 6) 16,730 18,547 19,231
-------------- -------------- ---------------
TOTAL ASSETS $ 21,800 $ 49,561 $ 67,828
============== ============== ===============
LIABILITIES AND PROPRIETORS' /STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ 19,260 $ 28,987 $ 33,921
Accrued interest 2,321 11,453 2,687
Accrued officers' salaries 50,000 - -
Consulting fees payable - 23,000 -
Legal fees payable - 13,794 23,940
Accounting fees payable - - 11,000
Current portion of long-term debt (Note 6) 1,375 2,673 2,731
Deferred income 13,774 10,628 21,725
-------------- -------------- ---------------
TOTAL CURRENT LIABILITIES 86,730 90,535 96,004
-------------- -------------- ---------------
LONG-TERM DEBT (Note 6) 3,877 7,068 5,711
-------------- -------------- ---------------
NOTES PAYABLE, STOCKHOLDERS (Note 3) 90,000 120,000 195,000
-------------- -------------- ---------------
COMMITMENT (Note 8)
PROPRIETORS'/STOCKHOLDERS' DEFICIENCY (Note 9) Series A convertible preferred
stock, .0001 par value:
Authorized 10,000,000 shares;
Issued and outstanding, 1,050,000 shares at
August 31, 2001 and February 28, 2002 - 105 105
Common stock, .0001 par value:
Authorized 40,000,000 shares;
Issued and outstanding, 4,320,000 and 4,412,000
shares at August 31, 2001 and February 28, 2002,
respectively - 432 441
Paid-in capital - 222,412 330,403
Accumulated deficit - (390,991) (559,836)
Proprietors' deficiency (158,807) - -
-------------- -------------- ---------------
TOTAL PROPRIETORS'/STOCKHOLDERS'
DEFICIENCY (158,807) (168,042) (228,887)
-------------- -------------- ---------------
TOTAL LIABILITIES AND PROPRIETORS'/
STOCKHOLDERS' DEFICIENCY $ 21,800 $ 49,561 $ 67,828
============== ============== ===============
See accompanying notes to financial statements.
38
UMDN, INC.
STATEMENTS OF OPERATIONS
For the years ended August 31, 2000 and 2001 and
the six months ended February 28, 2001 and 2002
Years Ended Six Months Ended
--------------- -------------------------------
(unaudited)
August 31, August 31, February 28, February 28,
2000 2001 2001 2002
-------------- -------------- ------------------ --------------------
REVENUE $ 97,812 $ 67,842 $ 38,205 $ 40,644
-------------- -------------- ------------------ --------------------
OPERATING EXPENSES
General, selling and administrative
expense 250,202 384,424 191,966 197,944
Rescinded transaction costs (Note 4) - 60,193 - 2,553
-------------- -------------- ------------------ --------------------
TOTAL OPERATING EXPENSES 250,202 444,617 191,966 200,497
-------------- -------------- ------------------ --------------------
LOSS FROM OPERATIONS (152,390) (376,775) (153,761) (159,853)
INTEREST EXPENSE 4,068 14,216 6,435 8,992
-------------- -------------- ------------------ --------------------
NET LOSS $(156,458) $(390,991) $(160,196) $(168,845)
============== ============== ================== ====================
Basic and diluted loss per common share $(0.11) $(0.05) $(0.04)
======= ======= =======
See accompanying notes to financial statements.
39
UMDN, INC.
STATEMENTS OF PROPRIETORS'/ STOCKHOLDERS' DEFICIENCY
For the years ended August 31, 2000, 2001 and the six months ended February 28, 2002
Proprietors' Common Stock Preferred Stock Paid-in Accumulated
---------------------------------------------
Deficiency Shares Amount Shares Amount Capital Deficit Total
--------------------------------------------------------------------------------------
Balance, September 1, 1999 (20,898) - $ - - $ - $ - $ - $ (20,898)
Contributions 18,549 - - - - - - 18,549
Net loss (156,458) - - - - - - (156,458)
-------------------------------------------------------------------------------------
Balance, August 31, 2000 (158,807) - - - - - - (158,807)
Proprietors' deficiency contributed with
respect to incorporation 158,807 3,136,970 314 - - (159,121) - -
Preferred stock issued (Note 9) - - - 1,050,000 105 (105) - -
Common stock issued to unrelated parties - 120,000 12 - - 29,988 - 30,000
Common stock issued with respect to private
placement, including 40,000 shares
to related parties, net of offering costs of
$36,733 (Note 3) - 700,000 70 - - 126,186 - 126,256
Exercise of stock options by related party. - 348,552 35 - - 129,965 - 130,000
Common stock issued in exchange for services
(Note 9) - 14,478 1 - - 4,499 - 4,500
Stock options granted in exchange for - - - - - 79,000 - 79,000
for services (Note 9)
Contribution to capital in exchange for rent
(Note 3) - - - - 12,000 - 12,000
Net loss - - - - - - (390,991) (390,991)
-------------------------------------------------------------------------------------
Balance, August 31, 2001 - 4,320,000 432 1,050,000 105 222,412 (390,991) (168,042)
Common stock issued in exchange for services
(unaudited) (Note 9) - 92,000 9 - - 22,991 - 23,000
Contributions to capital in exchange for
rent (unaudited) (Note 3) - - - - - 6,000 - 6,000
Contributions to capital in exchange for
salaries (unaudited) (Note 3) - - - - - 56,000 - 56,000
Stock options granted in exchange for
services (unaudited) (Note 9) - - - - - 23,000 - 23,000
Net loss (unaudited) - - - - - - (168,845) (168,845)
-------------------------------------------------------------------------------------
Balance, February 28, 2002 (unaudited) $ - 4,412,000 $ 441 1,050,000 $ 105 $ 330,403 $(559,836) $ (228,887)
======================================================================================
See accompanying notes to financial statements.
40
UMDN, INC.
STATEMENTS OF CASH FLOWS
For the years ended August 31, 2000 and 2001 and the six months ended February 28, 2001 and 2002
Years Ended Six months ended
--------------------------------------------------------------------
August 31, August 31, February 28, February 28,
2000 2001 2001 2002
--------------------------------------------------------------------
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (156,458) $ (390,991) $ (160,196) $ (168,845)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 2,798 4,624 2,129 3,315
Transactions in exchange for services - 83,500 14,500 102,000
Transactions in exchange for rent - 12,000 6,000 6,000
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 350 550 550 (3,000)
(Increase) decrease in prepaid legal fees (4,349) 4,039 4,349 16
Increase (decrease) in deferred offering costs - - - (43,977)
Increase (decrease) in accounts payable 8,880 15,522 3,633 (860)
Increase (decrease) in consulting fees payable - 31,000 24,000 (31,000)
Increase in legal fees payable - - - 23,940
Increase in accounting fees payable - - - 11,000
Increase (decrease) in accrued interest 490 9,132 4,618 (8,766)
Increase (decrease) in accrued officers' salaries 50,000 (50,000) (17,000) -
Increase (decrease) in deferred income 4,187 (3,146) (4,866) 11,097
--------------------------------------------------------------------
Net cash used in operating activities (94,102) (283,770) (122,283) (99,080)
--------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment purchased (19,529) (6,442) (412) (3,998)
--------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock - 286,256 118,000 -
Proprietor's capital contributions 18,549 - - -
Proceeds from notes payable, stockholders 90,000 30,000 30,000 75,000
Long-term debt incurred 6,189 6,029 - -
Long-term debt paid (936) (1,540) (684) (1,300)
--------------------------------------------------------------------
Net cash provided by financing activities 113,802 320,745 147,316 73,700
--------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH 171 30,533 24,621 (29,378)
CASH - BEGINNING OF YEAR - 171 171 30,704
--------------------------------------------------------------------
CASH - END OF YEAR $ 171 $ 30,704 $ 24,792 $ 1,326
====================================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest paid $ 3,579 $ 5,084 $ 1,817 $ 17,757
(Continued)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During the year ended August 31, 2001, common stock increased by $314 and
paid-in capital decreased by $159,121 when the assets of the proprietorship were
transferred and its liabilities were assumed by the Company in exchange for
shares of common stock issued to the proprietors.
During the year ended August 31, 2001, preferred stock increased and paid-in
capital decreased by $105 as a result of the issuance of shares of preferred
common stock as a stock dividend (Note 9).
During the six months ended February 28, 2002, common stock was issued for
liquidation of accounts payable of $23,000 relating to services rendered.
41
UMDN, INC.
NOTES TO FINANCIAL STATEMENTS
For the years ended August 31, 2000 and 2001 and
the six months ended February 28, 2001 and 2002 (unaudited)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Formation of the Company and business:
The Company provides sales and marketing services through a
benefits program that it created specifically for unions and
association members. This benefits program utilizes the
collective bargaining power of the unions to obtain purchasing
power with businesses ("providers"). The Company enrolls members
of unions and other large affinity groups to leverage their
buying power to elicit proprietary discounts for their benefit
from both local and national businesses. The Company provides
their services through live operators, an online interface and
printed materials. The Company's revenues are derived from the
businesses that provide the discounts.
The Company began its business in 1998 and was a proprietorship
through August 2000. As such, the financial statements for the
year ended August 31, 2000 include only items relating to the
business of the predecessor proprietorship. Upon incorporation
in the state of Delaware in August 2000, all of the assets of
the proprietorship were transferred and its liabilities were
assumed by the Company in exchange for shares of common stock
issued to the proprietors.
Use of estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Revenue recognition:
Revenue is recognized ratably over the terms of provider
agreements, generally six months to one year. Amounts received
from provider agreements for which revenue has not been
recognized, net of related commissions, are reported as deferred
revenue. Subsequent to the expiration of provider agreements, if
a new contractual agreement has not been entered into, the
Company, at its option, may decide to allow the vendors to
remain on the vendor network listing without receiving listing
payments.
Depreciation:
Depreciation is computed principally on the straight-line method
based on the estimated useful lives of the assets, generally as
follows:
Computer equipment 3-5 years
Furniture and fixtures 10 years
(Continued)
42
UMDN, INC.
NOTES TO FINANCIAL STATEMENTS
For the years ended August 31, 2000 and 2001 and
the six months ended February 28, 2001 and 2002 (unaudited)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred taxes on income:
The Company records deferred taxes on income for transactions
that are reported in different years for financial reporting and
tax purposes using an asset and liability method whereby assets
and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply in the year
in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in operations
in the period that includes the enactment date.
Loss per common share:
Basic and diluted loss per common share is computed by dividing
the net loss by the weighted average number of common shares
outstanding for the period. The weighted average number of
common shares outstanding for computing the basic and diluted
loss per common share was 3,616,195 for the year ended August
31, 2001, and 3,325,724 and 4,381,333 for the six months ended
February 28, 2001 and 2002, respectively. For purposes of the
above calculation, the preferred shares outstanding are
antidilutive.
Stock-based compensation:
The Company accounts for stock-based compensation arrangements to
consultants in accordance with provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation("SFAS No.123")." The
Company has not granted any stock options to employees.
NOTE 2: BASIS OF PRESENTATION AND GOING CONCERN
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. However, the
Company has sustained operating losses since its inception. In
addition, the Company has used substantial amounts of working
capital in its operations. Further, at August 31, 2001 and
February 28, 2002, current liabilities exceeded current assets by
approximately $59,000 and $47,000, respectively, and total
liabilities exceeded total assets by approximately $168,000 and
$229,000 respectively. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
(Continued)
43
UMDN, INC.
NOTES TO FINANCIAL STATEMENTS
For the years ended August 31, 2000 and 2001 and
the six months ended February 28, 2001 and 2002 (unaudited)
NOTE 2: BASIS OF PRESENTATION AND GOING CONCERN (Continued)
In view of these matters, realization of a major portion of the
assets in the accompanying balance sheet is dependent upon
continued operations of the Company, which in turn is dependent
upon the Company's ability to meet its working capital and cash
flow needs, and the success of its future operations. Management
believes that actions presently being taken by the principal
stockholders by advancing a $350,000 line of credit provides the
opportunity for the Company to continue as a going concern
through the end of 2002, and longer if they are successful in
selling shares through a public offering and advancing a portion
of the proceeds to the Company. Management also believes that if
sufficient funds are not raised by the end of 2002, the Company
will have to curtail its operations.
NOTE 3: RELATED PARTY TRANSACTIONS
Notes payable, stockholders:
The Company was indebted to certain of its stockholders in the
amount of $90,000, $120,000 and $195,000 as of August 31, 2000
and 2001 and February 28, 2002, respectively, on notes payable
bearing interest ranging from 7% to 9% per annum, due through
January, 2004. Notes payable in the amount of $50,000 and
$80,000 as of August 31, 2001 and February 28, 2002,
respectively, were guaranteed by the principal
officers/stockholders of the Company. Interest expense on these
notes amounted to approximately $2,300 and $8,200 for the years
ended August 31, 2000 and 2001, respectively, and $5,000 and
$4,800 for the six months ended February 28, 2001 and 2002,
respectively.
Rent:
The Company leases its office facility from its majority
stockholders on a month-to-month basis. Rent charged by the
stockholders was contributed to capital and amounted to $12,000
for the year ended August 31, 2001 and $6,000 for each of the
six month periods ended February 28, 2001 and 2002.
Salaries:
Salaries charged by the two principal officers amounting to
$56,000 were accrued and contributed to capital for the six
months ended February 28, 2002. Since February 28, 2002, the
Company has accrued salaries for the two principal officers in
the amount of $14,000 per month. Salaries for the two principal
officers for the other periods presented were accrued and paid.
(Continued)
44
UMDN, INC.
NOTES TO FINANCIAL STATEMENTS
For the years ended August 31, 2000 and 2001 and
the six months ended February 28, 2001 and 2002 (unaudited)
NOTE 3: RELATED PARTY TRANSACTIONS (Continued)
Common stock:
The Company issued 388, 552 shares of common stock to related
parties for $140,000 during the year ended August 31, 2001.
Note payable:
In November 2001, the Company entered into a promissory note
with its majority stockholders and officers under which it may
borrow up to $350,000. Interest is payable at 8% per annum.
Payment of the balance outstanding plus interest is due in
November 2003. At February 28, 2002, $75,000 was outstanding
under this note.
NOTE 4: STOCK PURCHASE AND SALE AGREEMENT
In May 2001, the Company's stockholders entered into a stock
purchase and sale agreement with Delta Capital Technologies, Inc.
("DCTG"), whereby the stockholders received 1,000,000 shares of
DCTG common stock in exchange for their shares of the Company's
common stock. Due to the difficulty of raising capital financing,
DCTG was unable to provide the needed financing for the Company.
In November 2001, the Company exercised an option in the
agreement with DCTG to rescind this transaction. Expenses
incurred with respect to this agreement and its reversal have
been included in the statements of operations as rescinded
transactions costs.
NOTE 5: PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
August 31, August 31, February 28,
2000 2001 2002
------------- -------------- ---------------
(unaudited)
Computer equipment $14,764 $21,205 $25,203
Furniture and fixtures 4,765 4,765 4,765
------------- -------------- ---------------
19,529 25,970 29,968
Less accumulated depreciation 2,799 7,423 10,737
------------- -------------- ---------------
$16,730 $18,547 $19,231
============= ============== ===============
45
UMDN, INC.
NOTES TO FINANCIAL STATEMENTS
For the years ended August 31, 2000 and 2001 and
the six months ended February 28, 2001 and 2002 (unaudited)
NOTE 6: LONG-TERM DEBT
Long-term debt consisted of the following:
August 31, August 31, February 28,
2000 2001 2002
------------- -------------- ---------------
(unaudited)
Notes, collateralized by computer equipment, payable $425 per
month through June 2004, including interest ranging from 15%
to 45% per annum.
$5,252 $9,741 $8,442
Current portion 1,375 2,673 2,731
------------- -------------- ---------------
Noncurrent portion $3,877 $7,068 $5,711
============= ============== ===============
Maturities of long-term debt during the succeeding five years as
of August 31, 2001 are approximately $2,700 (2002); $2,900
(2003); $3,100 (2004); $600 (2005) and $500 (2006).
NOTE 7: TAXES ON INCOME
As of August 31, 2001 and February 28, 2002, the Company had
available net operating loss carryforwards amounting to
approximately $350,000 and $500,000, respectively, that may be
applied against future federal and state taxable income and that
expire in 2021 for federal tax purposes and 2009 for state tax
purposes.
Temporary differences giving rise to deferred tax assets consist
of the net operating loss carryforwards. Since the Company cannot
determine if it is more likely than not that the deferred tax
assets will be realized, deferred tax assets recognized for loss
carryforwards are fully offset by a valuation allowance of
approximately $140,000 at August 31, 2001 and $200,000 at
February 28, 2002.
NOTE 8: COMMITMENT
On November 1, 2001, the Company entered into employment
agreements with its two principal officers expiring in August
2005. For the six months ended February 28, 2002 the officers
contributed their salaries to paid-in capital. As part of the
agreement, the officers have been granted monthly salaries of
$7,000 each. The officers may defer future salaries for an
undetermined period of time with rights to demand payment at any
time.
46
UMDN, INC.
NOTES TO FINANCIAL STATEMENTS
For the years ended August 31, 2000 and 2001 and
the six months ended February 28, 2001 and 2002 (unaudited)
NOTE 9: STOCKHOLDERS' EQUITY
Preferred stock:
During the year ended August 31, 2001, 1,050,000 shares of
series A preferred stock were issued as a stock dividend. In
March 2002, all of the shares of series A preferred stock were
converted into 10,500,000 shares of common stock based on a
conversion ratio of ten shares of common stock for each share of
series A preferred stock. All of the shares of Series A
preferred stock were retired in March, 2002 and have reverted to
the status of authorized, but unissued shares of preferred
stock.
Common stock:
The Company issued 14,478 and 92,000 shares of common stock, at
their fair value, for promotional and consulting services
provided during the year ended August 31, 2001 and the six
months ended February 28, 2002, respectively. These services
were valued at $4,500 and $23,000, respectively.
Stock options:
The Company has granted stock options for the purchase of shares
of the Company's common stock to some of its consultants. The
exercise price of the options outstanding at August 31, 2001
ranged from $.02 to $.05 per share and these options expire
through 2006. These options were granted at prices below fair
market value, which resulted in charges to expense of $79,000,
$10,000 and $23,000 for the year ended August 31, 2001 and six
months ended February 28, 2001 and 2002, respectively. The
weighted average remaining contractual life for the options was
2 years and 11 months, 3 years and 5 months and 3 years and 3
months as of August 31, 2000 and 2001, and February 28, 2002,
respectively.
Following is a summary of options activity for the years ended
August 31, 2000 and 2001 and the six months ended February 28,
2002:
Weighted Average
Exercise
Shares Price
------- --------------
Balance outstanding and exercisable, August 31, 1999 -
Options granted 548,552 $.26
Options exercised (348,552) .37
-------
Balance outstanding and exercisable, August 31, 2000 200,000 .05
Options granted 300,000 .02
-------
Balance outstanding and exercisable, August 31, 2001 500,000 .03
Options granted 100,000 .02
-------
Balance outstanding and exercisable,
February 28, 2002 600,000 $.03
=======
The Company granted options to purchase 250,000 shares of
the Company's common stock for $.25 per share, the fair
market value, during March 2002.
(Continued)
47
UMDN, INC.
NOTES TO FINANCIAL STATEMENTS
For the years ended August 31, 2000 and 2001 and
the six months ended February 28, 2001 and 2002 (unaudited)
NOTE 9: STOCKHOLDERS' EQUITY (Continued)
Stock options: (Continued)
In April 2002, the Company adopted the 2002 Stock Option Plan
of UMDN, Inc. which provides for the issuance of both incentive
and non-qualified stock options to employees, non-employee
directors and consultants. Under the plan, the Company may issue
stock options for up to 20% of the total number of shares of
common stock outstanding from time to time. During April 2002,
the Company granted non-qualified options to purchase 300,000
shares of the Company's common stock for $.25 per share which
was the fair market value at the date of the grant.
Warrants:
In connection with the private placement of the Company's common
stock during the year ended August 31, 2001, the Company granted
warrants for the purchase of 700,000 shares of the Company's
common stock for $.75 per share on or before May 31, 2002 and
$1.00 per share thereafter. The warrants are currently
exercisable and expire on May 31, 2003.
NOTE 10: PRO FORMA EARNINGS PER SHARE
The weighted-average fair value at the date of grant for options
granted for the year ended August 31, 2001 and for the six months
ended February 28, 2002 was $.19 and $.25 per option,
respectively. The weighted-average fair value of these options at
the date of grant was estimated using the Black-Scholes
option-pricing model with the following weighted-average
assumptions for the year ended August 31, 2001 and for the six
months ended February 28, 2002, respectively: risk-free interest
rates of 5.2% and 5.2%, dividends yields of 0% and 0%, volatility
factors of the expected market price of the Company's common
stock of 10.0% and 10.0%, and a weighted-average expected life of
the options of 3.2 and 5 years.
Pro forma loss and pro forma loss per share are not presented
since the Company accounts for all stock options under SFAS
No. 123 and the pro forma amounts would be the same as the
historical reported amounts.
48
4,000,000 shares of
common stock
PROSPECTUS
----------- 2002
DEALER PROSPECTUS DELIVERY OBLIGATION
Until _______, all dealers that effect transactions in these securities,
whether or not participating in this Offering, may be required to deliver a
Prospectus. This is in addition to the dealers' obligation to deliver a
Prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
49
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "GCL") empowers a
corporation to indemnify its directors and officers and to purchase insurance
with respect to liability arising out of the performance of their duties as
directors and officers. The GCL provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's by-laws, any
agreement, vote of stockholders or otherwise.
Article IV of our Certificate of Incorporation eliminates the personal
liability of directors to the fullest extent permitted by Section 102 of the
GCL. Our Certificate of Incorporation provides for indemnification of all
persons whom it shall have the power to indemnify to the fullest extent
permitted pursuant to Sections 102(b)(7) and 145 of the GCL.
The effect of the foregoing is to require UMDN, Inc. to the extent
permitted by law to indemnify the officers and directors of UMDN, Inc. for any
claim arising against such persons in their official capacities if such person
acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
UMDN, Inc. pursuant to the foregoing provisions, we have been informed that in
the opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
We do not currently have any liability insurance coverage for our officers
and directors.
Item 25. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by UMDN. in
connection with the sale of the securities being registered. All amounts are
estimates except the SEC registration fee:
SEC registration fee* $ 184
State Registration Fees* $ 15,000
EDGAR Conversion expense $ 2,000
Printing and engraving expenses* $ 10,000
Accounting fees and expenses* $ 25,000
Legal fees and expenses* $ 25,000
Transfer agent's fees and expenses* $ 2,000
Escrow agent's fees and expenses* $ 1,000
Miscellaneous* $ 19,816
---------
Total $100,000
========
* Estimated
II-1
Item 26. Recent Sales of Unregistered Securities.
Set forth below is information regarding the issuance and sales of UMDN,
Inc. common stock without registration during the last three years. Other than
as set forth below, no such sales involved the use of an underwriter and no
commissions were paid in connection with the sale of any securities. All of the
issuances were made in arm's length transactions which did not involve a public
offering.
We issued 1,568,485 shares* of common stock to Kent Keith, and 1,568,485
shares* of common stock to Starla Keith, in consideration for their contribution
of the initial assets of the company upon inception, valued at approximately
$150,000, on August 26, 2000.
We issued an option to Paula and William Rhoadarmer which they then
exercised to purchase 348,552 shares* of common stock for $130,000 between
October 20, 2000 and January 9, 2001.
We issued 2,413 shares* of common stock to Joseph A. Lynch, in
consideration for entering into a consulting agreement with the Company, on
October 26, 2000.
We issued 12,065 shares* of common stock to Larry Hagman, in consideration
for his agreeing to act as spokesperson for UMDN, valued at $4,500, on April 5,
2001.
We issued 1,050,000 shares of Series A Preferred Stock to the existing
shareholders as a dividend for no consideration on April 6, 2001, which because
it does not fall within the definition of "Sale" as included in Section 2(a)(3)
of the Securities Act of 1933 pursuant to 17 CFR Section 231.929 was not
required to be registered.
On May 4, 2001, all the then current shareholders of common stock exchanged
all of their outstanding shares of common stock for 1,000,000 shares of common
stock of Delta Capital Technologies, Inc. On November 1, 2001, all the prior
shareholders elected to exercise an option to reacquire their shares in exchange
for the return to Delta Capital Technologies, Inc. of the 1,000,000 shares of
common stock of Delta Capital Technologies, Inc. These transactions were exempt
from registration pursuant to Section 4(1) of the Securities Act of 1933, as
amended, as transactions by persons who were not issuers, underwriters, or
dealers.We issued 10,500,000 shares of common stock in conversion of the
outstanding Series A Preferred Stock on a ten to one basis for no consideration
on March 11, 2002, in reliance on exemptions contained in Section 3(a)(9) of the
Securities Act of 1933, as amended, and similar exemptions in states in which
such securities were issued.
We issued 700,000 shares of common stock and warrants to purchase 700,000
additional shares of common stock to 12 unrelated private investors, 5 of whom
are accredited investors and 7 of whom are unaccredited investors, pursuant to a
private placement for $175,000 between April 23, 2001 and August 28, 2001. We
issued 12,000 shares of common stock and a warrant to purchase an additional
12,000 shares of common stock to an individual, a related party who is an
accredited investor, as a finder's fee in connection with the private placement
on April 12, 2002.
We issued 120,000 shares of common stock to creditors of UMDN, Inc. in
conversion of $30,000 of outstanding loans on May 25, 2001 in reliance on
exemptions contained in Section 3(a)(9) of the Securities Act of 1933, as
amended, and similar exemptions in states in which such securities were issued.
II-2
We issued options for 1,050,000 shares of common stock to various unrelated
and related individuals in consideration for their acting as advisors to the
Company or for being members of the Board of Directors of the Company between
August 25, 2000 and March 18, 2002.
We issued 92,000 shares of common stock to Joseph Lynch for services valued
at $23,000 on November 15, 2001.
Except as otherwise noted above, the Company issued the above securities in
reliance on exemptions contained in Section 4(2) of the Securities Act of 1933,
as amended, and similar exemptions in states in which such securities were
issued. The sales of shares (except those noted above as being within different
exemptions) were sold for less than $1,000,000.00 in aggregate, were sold
without the use of general solicitation or advertising in any form, and UMDN,
Inc. undertook to determine that the individuals and entities purchasing the
shares were purchasing for their own accounts and to inform such individuals and
entities of the limitations on resale of such shares, including placement of a
legend on the share certificates issued.
* Reflects number of shares owned subsequent to the approximate 0.24 for
one reverse stock split on April 5, 2001.
II-3
Item 27. Exhibits
Exhibit
Number Name
3.1 Certificate of Incorporation
3.2 Bylaws
5. Opinion of Parker, Milliken, Clark, O'Hara & Samuelian
10.1 Employment Agreement, dated as of August 29, 2000, between UMDN,
Inc. and Kent Keith
10.2 Amendment, dated as of November 1, 2001, to Employment Agreement,
dated August 29, 2000, between UMDN, Inc. and Kent Keith
10.3 Employment Agreement, dated August 29, 2000, between UMDN, Inc.
and Starla Keith
10.4 Amendment, dated as of November 1, 2001, to Employment Agreement,
dated August 29, 2000, between UMDN, Inc. and Starla Keith 10.5
Lease Agreement, dated September 1, 2000, between UMDN, Inc. and
Kent and Starla Keith
10.6 Promissory Note of UMDN in the principal amount of up to $350,000
payable to Kent and Starla Keith
10.7 2002 Stock Option Plan of UMDN, Inc.
10.8 Consulting Agreement, dated March 1, 2001, between UMDN, Inc. and
Mr. Larry Hagman
23.1 Consent of Gumbiner, Savett, Finkel, Fingelson & Rose, Inc.
23.2 Consent of Parker, Milliken, Clark, O'Hara & Samuelian (see
Exhibit 5.)
II-4
Item 28. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which the undersigned registrant offers or
sells securities, a post-effective amendment to this registration statement
to:
(a) include any Prospectus required by section 10(a)(3) of the Securities
Act.
(b) reflect in the Prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
Prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(c) include any additional or changed material information on the plan of
distribution.
(2) That, for the purpose of determining liability under the Securities Act,
the undersigned registrant will treat each post-effective amendment as a
new registration statement of the securities offered, and the offering of
the securities at that time as the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
II-5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this amendment to its
registration statement to be signed on its behalf by the undersigned, in the
County of Los Angeles, State of California, on June 26, 2002.
UMDN, INC.
By: /s/ Kent Keith
------------------------------
Kent Keith, President
By: /s/ Starla Keith
------------------------------
Starla Keith, Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
amendment to registration statement was signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
/s/ Kent Keith President and Director June 26, 2002
-------------------------
Kent Keith
/s/ Starla Keith Chief Financial Officer June 26, 2002
-------------------------
Starla Keith and Director
/s/ Maj Hagman Director June 26, 2002
-------------------------
Maj Hagman
/s/ Gary Horowitz Director June 26, 2002
-------------------------
Gary Horowitz
/s/ Michael Posner Director June 26, 2002
-------------------------
Michael Posner
II-6
EXHIBIT INDEX
Number Name
3.1 Certificate of Incorporation
3.2 Bylaws
5. Opinion of Parker, Milliken, Clark, O'Hara & Samuelian
10.1 Employment Agreement, dated August 29, 2000, between UMDN, Inc. and
Kent Keith
10.2 Amendment, dated as of November 1, 2001, to Employment Agreement,
dated August 29, 2000, between UMDN, Inc. and Kent Keith
10.3 Employment Agreement, dated August 29, 2000, between UMDN, Inc. and
Starla Keith
10.4 Amendment, dated as of November 1, 2001, to Employment Agreement,
dated August 29, 2000, between UMDN, Inc. and Starla Keith
10.5 Lease Agreement, dated September 1, 2000, between UMDN, Inc. and Kent
and Starla Keith
10.6 Promissory Note of UMDN in the principal amount of up to $350,000
payable to Kent and Starla Keith
10.7 2002 Stock Option Plan of UMDN, Inc.
10.8 Consulting Agreement, dated March 1, 2001, between UMDN, Inc. and Mr.
Larry Hagman
23.1 Consent of Gumbiner, Savett, Finkel, Fingelson & Rose, Inc.
23.2 Consent of Parker, Milliken, Clark, O'Hara & Samuelian (see Exhibit 5.)
EXHIBIT 5
PARKER, MILLIKEN, CLARK, O'HARA & SAMUELIAN
a professional corporation claude i. parker (1871-1952)
ATTORNEYS AT LAW john b. milliken (1893-1981)
333 SOUTH HOPE STREET, 27th FLOOR ralph kohlmeier (1900-1976)
Christopher P. O'Connell LOS ANGELES, CALIFORNIA 90071-1488 john f. o'hara (1917-2001)
TELEPHONE (213) 683-6500
karl m. samuelian
(of counsel)
facsimile (213) 683-6669
-----------
June 26, 2002
UMDN, Inc.
217 Ashland Avenue
Santa Monica, California 90405
Dear Sirs:
We have acted as counsel for UMDN, Inc., a Delaware corporation (the
"Company"), in connection with its preparation and filing of a Registration
Statement (File. No. 333-88500) on Form SB-2 (the "Registration Statement")
relating to the public offering of 2,650,000 shares of the Company's Common
Stock, par value $0.0001 per share (the "Common Stock"). We have examined such
corporate documents and records of the Company, including without limitation,
the Company's Certificate of Incorporation filed as an exhibit to the
Registration Statement, and such other documents and have satisfied ourselves as
to such other matters as we have deemed necessary to enable us to furnish the
opinions hereinafter set forth.
Based upon the foregoing we are of the following opinion:
1. The shares of Common Stock owned by those persons and entities
identified as selling shareholders in the Registration Statement have been duly
authorized and are legally issued, fully paid and non-assessable.
2. The shares of Common Stock issuable upon the exercise of the option the
exercise of which is covered by the Registration Statement, when issued and paid
for in accordance with the terms contained in such option, will be duly
Parker, Milliken, Clark, O'Hara & Samuelian
ATTORNEYS AT LAW
UMDN, Inc.
June 26, 2002
Page 2
authorized and will be legally issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement and
the related Prospectus under the caption "Legal Matters"; and we consent to the
filing of this opinion as an exhibit to the Registration Statement.
We are members of the bar of the State of California only. To the extent
the laws of the State of Delaware are applicable to the opinions expressed
herein, such opinions are based solely upon our review of the most recent
compilation of the Delaware General Corporation Law available to us.
Very truly yours,
PARKER, MILLIKEN, CLARK,
O'HARA & SAMUELIAN
By: /s/ Christopher P. O'Connell
-----------------------------
Christopher P. O'Connell
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