SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
X Preliminary Information Statement
/_/ Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
/_/ Definitive Information Statement
WARP 9, INC.
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(Name of Registrant As Specified In Its Charter)
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transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
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calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of the fee is offset as provided by Exchange
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WARP 9, INC.
6500 HOLLISTER AVENUE, SUITE 120
SANTA BARBARA, CALIFORNIA 93117
NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS
APRIL 11, 2011
To The Shareholders of Warp 9, Inc.
William E. Beifuss, Jr., Jonathan Lei, and Wings Fund, Inc.
(collectively, the "Majority Shareholders") are entitled to vote of a total of
261,012,292 shares or approximately 54.3% of the total issued and outstanding
stock of Warp 9, Inc., a Nevada corporation. The Majority Shareholders have
adopted a resolution by written consent in lieu of a meeting pursuant to the
General Corporation Law of the State of Nevada in order to effect a one-for-five
reverse stock split of all issued and outstanding common stock of Warp 9 for
shareholders of record.
William E. Beifuss, Jr., Chief Executive Officer and President
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WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
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WARP 9, INC.
6500 HOLLISTER AVENUE, SUITE 120
SANTA BARBARA, CALIFORNIA 93117
APRIL 11, 2011
SHAREHOLDERS ACTION
The Majority Shareholders submitted their consents to the shareholder
resolutions described in this Information Statement on or about April 7, 2011 to
be effective upon satisfaction by Warp 9, Inc. of all applicable filing and
notification requirements of the Securities and Exchange Commission. As of April
7, 2011, the Majority Shareholders were entitled to vote of record 261,012,292
shares of Warp 9's common stock, par value $0.001 per share, or approximately
54.3% of the total issued and outstanding common stock of Warp 9. The remaining
outstanding shares of common stock are held by approximately [ ] other
shareholders, not including shares of common stock held in "street name" in
brokerage accounts which is unknown.
The Majority Shareholders consist of William E. Beifuss, Jr., the
Chairman, Chief Executive Officer, and President, of Warp 9, Jonathan Lei, the
former Chairman, Chief Executive Officer, and President of Warp 9, and Wings
Fund, Inc.
Holders of the common stock of record as of April 7, 2011 are entitled
to submit their consent to the shareholder resolutions described in this
Information Statement, although no shareholder consents other than that of the
Majority Shareholders are required to be submitted in order for the resolution
to be adopted.
Warp 9 is not soliciting consents or proxies and shareholders have no
obligation to submit either of them. Whether or not shareholders submit consents
should not affect their rights as shareholders or the prospects of the proposed
shareholder resolutions being adopted. The Majority Shareholders will consent to
all of the shareholder resolutions described in this Information Statement.
Other shareholders who desire to submit their consents must do so by May 12,
2011 and once submitted will not be revocable. The affirmative vote of the
holders of a majority of the outstanding common stock of Warp 9 is required to
adopt the resolutions described in this Information Statement. Nevada law does
not require that the proposed transactions be approved by a majority of the
disinterested shareholders. A total of 480,675,630 shares of common stock will
be entitled to vote on Warp 9's proposed transactions described in this
Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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THE COMPANY AND THE TRANSACTIONS
PROPOSED SHAREHOLDER ACTION
Warp 9, Inc. has its executive offices at 6500 Hollister Avenue, Suite
120, Santa Barbara, California 93117, and its telephone number is (805)
964-3313. As described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE
SHAREHOLDERS, Warp 9 proposes to amend its Articles of Incorporation (the
"Certificate of Amendment") in order to effect a one-for-five reverse stock
split of all issued and outstanding common stock of Warp 9 for shareholders of
record on the date the Certificate of Amendment is recorded. No fractional
shares will be issued. If the reverse stock split would result in the issuance
of a fractional share to any shareholder, the number of shares issuable to the
shareholder will be rounded down to the next lower whole number of shares. The
authorized capital stock of Warp 9 consists of 495,000,000 shares of common
stock, par value $0.001 per share, of which approximately 96,135,126 shares will
be issued and outstanding after the reverse stock split becomes effective, and
5,000,000 shares of preferred stock, par value $0.001 per share, none of which
are issued or outstanding. Warp 9's shareholders do not have dissenter's rights
with respect to the reverse stock split.
The Board of Directors of Warp 9 voted unanimously to implement the
Certificate of Amendment because the Board of Directors believes that effecting
a one-for-five reverse stock split of all issued and outstanding common stock of
Warp will allow Warp 9 to raise the capital necessary for Warp 9 to grow its
business or to acquire other businesses in the future, which may require Warp 9
to issue a significant number of additional shares of its common stock. Warp 9
has not currently identified any acquisition candidates.
Warp 9 is not expected to experience a material tax consequence as a
result of the Certificate of Amendment. Effecting the reverse stock split may,
however, subject Warp 9's existing shareholders to future dilution of their
ownership and voting power in Warp 9 because more authorized but unissued stock
will be available to Warp 9.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the names of Warp 9's executive officers
and directors and all persons known by Warp 9 to beneficially own 5% or more of
the issued and outstanding common stock of Warp 9 at April 7, 2011. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. In computing the number of shares beneficially owned by a
person and the percentage of ownership of that person, shares of common stock
subject to options held by that person that are currently exercisable or become
exercisable within 60 days of Warp 9 are deemed outstanding even if they have
not actually been exercised. Those shares, however, are not deemed outstanding
for the purpose of computing the percentage ownership of any other person. The
percentage ownership of each beneficial owner is based on 480,675,630
outstanding shares of common stock. Except as otherwise listed below, the
address of each person is c/o Warp 9, Inc., 6500 Hollister Avenue, Suite 120,
Santa Barbara, California 93117. Except as indicated, each person listed below
has sole voting and investment power with respect to the shares set forth
opposite such person's name.
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NAME, TITLE AND ADDRESS NUMBER OF SHARES PERCENTAGE
BENEFICIALLY OWNED (1) OWNERSHIP
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William E. Beifuss, Chairman of the
Board, Interim Chief Executive
Officer, and Interim President 17,024,314 3.54%
Louie Ucciferri, Acting Chief Financial
Officer and Corporate Secretary(2) 5,500,000 1.14%
John C. Beifuss, Director 5,000,000 1.04%
All Current Executive Officers as a Group 22,524,314 4.66%
All Current Directors who are not
Executive Officers as a Group 5,000,000 1.04%
Wings Fund, Inc.
5662 Calle Real #115
Santa Barbara, California 93117 157,018,453 32.67%
Jonathan Lei
7127 Hollister Avenue, #25A
Santa Barbara, California 93117 86,969,525 18.09%
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(1) Except as pursuant to applicable community property laws, the persons named
in the table have sole voting and investment power with respect to all
shares of common stock beneficially owned.
(2) Includes 2,500,000 shares which may be purchased pursuant to stock options
that are exercisable within 60 days of April 7, 2011.
ADDITIONAL INFORMATION
Additional information regarding Warp 9, its business, its capital
stock, and its financial condition are included in Warp 9's Form 10-K annual
report and its Form 10-Q quarterly reports. Copies of Warp 9's Form 10-K for its
fiscal year ending June 30, 2011, as well as Warp 9's Form 10-Q for the quarters
ending September 30, 2010 and December 31, 2010, are available upon request to:
William E. Beifuss, Jr., Chief Executive Officer and President, Warp 9, Inc.,
6500 Hollister Avenue, Suite 120, Santa Barbara, California 93117.
OTHER MATTERS
The Board of Directors of Warp 9 is not aware that any matter other
than those described in this Information Statement is to be presented for the
consent of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO WILLIAM E. BEIFUSS, JR.,
CHIEF EXECUTIVE OFFICER OF THE COMPANY, AT WARP 9, INC., 6500 HOLLISTER AVENUE,
SUITE 120, SANTA BARBARA, CALIFORNIA 93117, TELEPHONE (805) 964-3313. A COPY OF
WARP 9'S ANNUAL REPORT ON FORM 10-K WILL BE PROVIDED WITHOUT CHARGE.
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EXHIBIT A
AMENDMENT TO ARTICLES OF INCORPORATION