SCHEDULE 14 C
INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary information statement
[ X ] Definitive information statement
Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
ENDAVO MEDIA AND COMMUNICATIONS, INC.
(NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies: Not
Applicable. (2) Aggregate number of securities to which transaction applies: Not
Applicable.
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): Not Applicable. (4) Proposed
maximum aggregate value of transaction: Not Applicable.
(5) Total fee paid: Not Applicable.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: Not Applicable.
(2) Form, Schedule or Registration Statement No. : Not Applicable. (3) Filing
Party: Not Applicable. (4) Date Filed: Not Applicable.
ENDAVO MEDIA AND COMMUNICATIONS, INC.
10 Glenlake Parkway, Suite 130
Atlanta, Georgia 30328
Tel: (678) 222-3445
March 31, 2006
Dear Stockholder:
This Information Statement is being provided to inform you that the
Board of Directors and the holders of a majority of the outstanding common stock
of Endavo Media and Communications, Inc., a Delaware corporation (the
"Company"), has delivered to the Company written consent to the following
action:
Authorizing a change of the corporate name to Integrated Media
Holdings, Inc.
The actions taken by the holders of a majority of the outstanding
common stock will become effective twenty (20) days from the date hereof.
This Information Statement is being provided to you for information
purposes only. Your vote is not required to approve the action. This Information
Statement does not relate to an annual meeting or special meeting in lieu of an
annual meeting. You are not being asked to send a proxy and you are requested
not to send one.
Very truly yours,
/s/Paul D. Hamm
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Paul D. Hamm, Chairman & CEO
INFORMATION STATEMENT
OF
ENDAVO MEDIA AND COMMUNICATIONS, INC.
NOTICE TO STOCKHOLDERS PURSUANT TO
SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
This Information Statement is being furnished to the holders of common
stock, no par value per share (the "Company Common Stock"), of Endavo Media and
Communications, Inc., a Delaware corporation (the "Company") to inform you that
the Board of Directors of the Company and the holders of a majority of the
outstanding Company Common Stock have authorized, by written consent dated March
9, 2006, the board of directors of the Company to change the corporate name to
Integrated Media Holdings, Inc.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
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There were 898,017 common shares issued and outstanding on March 21,
2006 the record date for shares entitled to notice of and to sign written
consents in connection with the amendment. In connection with the amendment to
the Certificate of Incorporation, each share of our common stock is entitled to
one vote.
Prior to the mailing of this Information Statement, certain of our
officers, directors and affiliates, who represent a majority of our outstanding
voting shares, signed written consents approving the amendment to the
Certificate of Incorporation. As a result, the amendment has been approved and
neither a meeting of our stockholders nor additional written consents are
necessary.
AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO CHANGE NAME OF COMPANY
Pursuant to the consent, the name of the Company shall be changed to
Integrated Media Holdings, Inc. The name change will become effective upon the
proper filing of Certificate of Amendment to the Certificate of Incorporation.
The decision to change the name of the Company was based on the desire
of management to cause the Company name to more closely reflect the nature of
the Company's business and structure as a holding company in the digital media
and network industry. It is our plan to rename the Company's operating
subsidiary, currently named Susquina, Inc., to Endavo Media and Communications,
Inc. to more closely reflect the operating subsidiary's business.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2004 MAY BE OBTAINED, AT NO CHARGE, BY WRITTEN REQUESTS
TO MR. PAUL D. HAMM, PRESIDENT, ENDAVO MEDIA AND COMMUNICATIONS, INC., 10
GLENLAKE PARKWAY, SUITE 130, ATLANTA, GEORGIA 30328 OR CALLING (678) 222-3445.
COPIES CAN ALSO BE OBTAINED, AT NO CHARGE, FROM THE PUBLIC REFERENCE SECTION OF
THE COMMISSION, 450 FIFTH STREET, NW, WASHINGTON, D.C. 20549, AT PRESCRIBED
RATES. WE FILE DOCUMENTS AND REPORTS ELECTRONICALLY THROUGH THE ELECTRONIC DATA
GATHERING, ANALYSIS AND RETRIEVAL SYSTEM ("EDGAR") WHICH IS PUBLICLY AVAILABLE,
AT NO CHARGE, THROUGH THE COMMISSION'S INTERNET WORLD WIDE WEBSITE,
HTTP://WWW.SEC.GOV.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF REGISTRANT
The directors, executive officers and key employees of the Company, are
as follows:
NAME AGE POSITION
Paul D. Hamm 39 President, CEO, CFO, Director
Jerry Dunlap 52 Director
PAUL D. HAMM. Mr. Hamm has served as our President, Chief Executive
Officer and a member of our Board of Directors since June 24, 2004. Mr. Hamm is
a 14-year financial services industry veteran, financial entrepreneur,
investment banking professional and private equity fund manager. In 2002, Mr.
Hamm founded and is currently the Managing Partner of AlphaWest Capital
Partners, a specialized capital marketing firm providing extensive
market/industry research, financial planning and modeling, transaction advisory,
marketing and investment banking services to emerging public and "pre-public"
U.S. companies. In 1998, Mr. Hamm co-founded and currently serves as Managing
Director of SovCap Investment Management Group, the investment manager to SovCap
Equity Partners, Ltd., an offshore private investment partnership, and our
principal stockholder. As a principal investor, Mr. Hamm has made numerous
private equity investments into publicly traded companies across technology and
communications related industries. He has been actively involved with portfolio
companies in business planning and execution, often serving as primary financial
and strategic advisor to a portfolio company's management. Mr. Hamm holds NASD
securities licenses, served as a Transportation/Civil Affairs Commissioned
Officer for 8 years with the U.S. Army/USAR, and has a Bachelor of Science
degree in Political Science from Stetson University.
JERRY DUNLAP. Mr. Dunlap has served as a member of our Board of
Directors since July 1, 2004. Mr. Dunlap is co-founder and currently serves as
President and Chief Executive Officer for ISDN-Net, an Internet Service Provider
located in Nashville, Tennessee. After ten years in existence, ISDN-Net is
Tennessee's oldest and largest independent Internet Service Provider serving 87
of the state's 95 counties. Mr. Dunlap oversees many of the day-to-day
operations of ISDN-Net and manages the company's long-term, strategic direction.
Viewed as a pioneer in telecom networking and communications, Mr. Dunlap was
asked by the Tennessee Public Service Commission in 1992 to direct a pilot
project that ultimately resulted in the introduction of digital connectivity
services in Tennessee. Shortly after that project, in 1994, Mr. Dunlap
co-founded ISDN-Net to serve the data needs of Tennessee businesses. Mr. Dunlap
has a Bachelor of Science degree in pharmacy from the University of Tennessee.
EXECUTIVE COMPENSATION
The Company has one executive officer. There was $112,500 in
compensation paid to officers in 2004, $135,075 in 2003 and $156,923 in 2002.
The directors of the Company are not compensated for their services in that
capacity.
STOCK OWNERSHIP
The following table sets forth information as of the Record Date,
regarding the beneficial ownership of our common stock (i) by each person or
group known by our management to own more than 5% of the outstanding shares of
our common stock, (ii) by each director, the chief executive officer and each of
the other executive officers that were paid more than $100,000 during the last
fiscal year, and (iii) by all directors and executive officers as a group.
Unless otherwise noted, each person has sole voting and investment power over
the shares indicated below, subject to applicable community property laws.
Shares of Stock Percentage of
Name of Selling Stockholder Owned(1)(2) Shares Owned
----------------------------- ---------------- ----------------
SovCap Equity Partners 312,563 34.86%
Iroquois Capital, L.P.(3) 41,690 4.99%
Nite Capital LP (4) 30,470 4.99%
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Total 384,723 44.84%
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(1) The number of shares beneficially owned is determined in accordance
with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the selling
stockholder has sole or shared voting power or investment power and also any
shares, which the selling stockholders has the right to acquire within 60 days.
The actual number of shares of common stock issuable upon the conversion of the
8% senior secured promissory notes and exercise of the warrants currently held
by the selling stockholders are subject to adjustment depending on, among other
factors, the future market price of the common stock and our financial
performance, and could be materially less or more than the number estimated in
the table.
(2) The foregoing common stock consists of (i) 39,938 shares that would
be issuable upon conversion of 8% senior secured convertible notes based upon an
assumed conversion price $35.68 per share, (ii) 39,938 shares that would be
issuable upon exercise of outstanding warrants, (iii) and 139,783 shares issued
pursuant to agreement with investors dated on or around June 15, 2005.
(3) The number of shares calculated includes shares of the Company's
common stock issued and issuable upon conversion of the notes and upon exercise
of warrants. Joshua Silverman, a principal of Iroquois Capital LP, exercises
voting and investment control over the securities owned by Iroquois Capital LP.
Mr. Silverman disclaims beneficial ownership of these securities except to the
extent of his beneficial interest therein.
(4) The number of shares calculated includes shares of the Company's
common stock issued and issuable upon conversion of the notes and upon exercise
of warrants. Keith Goodman, Manager of the General Partner of Nite Capital, LP
exercises sole voting and investment power of the shares of our common stock on
behalf of this selling stockholder. Mr. Goodman disclaims beneficial ownership
of these securities except to the extent of his beneficial interest therein.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as disclosed below, during our most recently completed fiscal
year, none of our directors or officers, nor any proposed nominee for election
as a director, nor any person who beneficially owns, directly or indirectly,
shares carrying more than 10% of the voting rights attached to all of our
outstanding shares, nor any promoter, nor any relative or spouse of any of the
foregoing persons has any material interest, direct or indirect, in any
transaction since our incorporation or in any presently proposed transaction
which, in either case, has or will materially affect us.
Our management is involved in other business activities and may, in the
future become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. In the event that a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.