INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant X
Filed by a Party other than the Registrant __
Check the appropriate box:
X Preliminary Proxy Statement
_ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
_ Definitive Proxy Statement
_ Definitive Additional Materials
_ Soliciting Material Pursuant to ss.240.14a-12
WARP 9, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
_ No fee required.
X Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
(2) Aggregate number of securities to which transaction applies:
113,526,605
(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):
$0.01
(4) Proposed maximum aggregate value of transaction: $1,135,266
(5) Total fee paid: $63.35
_ 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 2, 2009
DEAR STOCKHOLDER:
Notice is hereby given that a Special Meeting of Stockholders ("Special
Meeting") of Warp 9, Inc. ("Warp 9" or the "Company") will be held at 11:30 a.m.
Pacific Time, on Wednesday, September 2, 2009 at 50 Castilian Drive, Suite 101,
Santa Barbara, California 93117.
At the Special Meeting, you will be asked to consider and vote upon the
following proposals:
1. An amendment to the Company's Certificate of Incorporation in
order to effect a one-for-twelve reverse stock split of all of
the issued and outstanding common stock of the Company
effective on the day the amendment is recorded with the Nevada
Secretary of State (the "Reverse Split").
2. An amendment to the Company's Certificate of Incorporation in
order to change the name of the Company to HyperSolar, Inc.
3. The issuance of 113,526,605 shares of the Company's common
stock, after the effectiveness of the Reverse Split, in
exchange for 100% of the total issued and outstanding common
stock of HyperSolar, Inc., a Nevada corporation
("HyperSolar"), in a tax free exchange (the "Exchange") under
Section 368 of the Internal Revenue Code of 1986, as amended.
4. Ratification of the appointment HJ Associates & Consultants,
LLP as Warp 9's independent registered public accounting firm
for the fiscal year ending June 30, 2009.
5. The transaction of such other business and act upon any other
matter which may properly come before the special meeting or
any adjournment or postponement of the meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on July 28, 2009
as the record date for the determination of stockholders entitled to notice of
and to vote at this Special Meeting and at any adjournment or postponement of
the Special Meeting.
A copy of the Company's Form 10-K for the fiscal year ended June 30,
2008 is included with this Proxy Statement. A copy of the Annual Report and
Proxy Statement can be found on the Internet at www.sec.gov.
Sincerely,
/s/ WILLIAM E. BEIFUSS
CHAIRMAN
IMPORTANT
PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING
POSTAGE-PAID RETURN ENVELOPE SO THAT YOUR SHARES MAY BE VOTED IF YOU ARE UNABLE
TO ATTEND THE SPECIAL MEETING.
WARP 9, INC.
50 CASTILIAN DRIVE, SUITE 101
SANTA BARBARA, CALIFORNIA 93117
--------------------------------------------------------------------------------
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER 2, 2009
--------------------------------------------------------------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy ("Proxy") is solicited on behalf of the Board of
Directors (the "Board") of Warp 9, Inc., a Nevada corporation ("Warp 9" or the
"Company"), for use at its Special Meeting of Stockholders (the "Special
Meeting") to be held 11:30 a.m. Pacific Time, on Wednesday, September 2, 2009 at
50 Castilian Drive, Suite 101, Santa Barbara, California 93117 and at any
adjournment or postponement of the Special Meeting.
This Proxy Statement and the accompanying form of Proxy were first
mailed to all stockholders entitled to vote at the Special Meeting on or about
July 28, 2009.
The Company's principal executive offices are located at 50 Castilian
Drive, Suite 101, Santa Barbara, California 93117. Its telephone number is (805)
964-3313.
RECORD DATE AND VOTING
Stockholders of record at the close of business on July 28, 2009 (the
"Record Date") are entitled to notice of and to vote at the Special Meeting. As
of the close of business on the Record Date, there were 340,579,815 shares of
the Company's common stock (the "Common Stock") outstanding and entitled to
vote. Each stockholder is entitled to one vote for each share of Common Stock
held by such stockholder as of the Record Date.
The required quorum for the transaction of business at the Special
Meeting is a majority of the shares of Common Stock issued and outstanding on
the Record Date. Shares that are voted "FOR," "AGAINST," "ABSTAIN" or "WITHHELD
FROM" a matter are treated as being present at the meeting for purposes of
establishing a quorum. Broker non-votes (i.e., the submission of a Proxy by a
broker or nominee specifically indicating the lack of discretionary authority to
vote on the matter) are also counted for purposes of determining the presence of
a quorum for the transaction of business. Shares voted "FOR" or "AGAINST" a
particular matter presented to stockholders for approval at the Special Meeting
will be treated as shares entitled to vote ("Votes Cast") with respect to such
matter. Abstentions also will be counted toward the tabulation of Votes Cast on
proposals presented to the stockholders and will have the same effect as
negative votes. Broker non-votes will not be counted for purposes of determining
the number of Votes Cast with respect to the particular proposal on which the
broker has expressly not voted. Accordingly, broker non-votes will not affect
the outcome of the voting on a proposal that requires a majority of the Votes
Cast.
All votes will be tabulated by the inspector of election appointed for
the Special Meeting, who will separately tabulate affirmative and negative
votes, abstentions and broker non-votes. If a choice as to the matters coming
before the Special Meeting has been specified by a stockholder on the Proxy, the
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shares will be voted accordingly. If a Proxy is returned to the Company and no
choice is specified, the shares will be voted IN FAVOR OF the approval of each
of the proposals described in the Notice of Special Meeting of Stockholders and
in this Proxy Statement.
Any stockholder or stockholder's representative who, because of a
disability, may need special assistance or accommodation to allow him or her to
participate at the Special Meeting may request reasonable assistance or
accommodation from the Company by contacting the Corporate Secretary, in writing
at 50 Castilian Drive, Suite 101, Santa Barbara, California 93117 or by
telephone at (805) 964-3313. To provide the Company sufficient time to arrange
for reasonable assistance, please submit such requests by August 14, 2009.
REVOCABILITY OF PROXIES
Any stockholder giving a Proxy pursuant to this solicitation may revoke
it at any time prior to the meeting by filing with the Secretary of the Company
at its principal executive offices at 50 Castilian Drive, Suite 101, Santa
Barbara, California 93117, a written notice of such revocation or a duly
executed Proxy bearing a later date, or by attending the Special Meeting and
voting in person.
SOLICITATION
The Company will bear the entire cost of this solicitation, including
the preparation, assembly, printing and mailing of the Notice of Special
Meeting, this Proxy Statement, the Proxy and any additional solicitation
materials furnished to stockholders. Copies of solicitation materials will be
furnished to brokerage houses, fiduciaries and custodians holding shares in
their names that are beneficially owned by others so that they may forward this
solicitation material to such beneficial owners. To assure that a quorum will be
present in person or by proxy at the Special Meeting, it may be necessary for
certain officers, directors, employees or other agents of the Company to solicit
proxies by telephone, facsimile or other means or in person. The Company will
not compensate such individuals for any such services. Except as described
above, the Company does not presently intend to solicit proxies other than by
mail.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's fiscal 2010 annual
meeting of stockholders is the close of business on May 15, 2010. Proposals of
stockholders intended to be presented at the Company's fiscal 2010 annual
meeting of stockholders without inclusion of such proposals in the Company's
proxy statement and form of proxy relating to the meeting must be received by
the Company no later than the close of business on June 15, 2010 and no earlier
than the close of business on April 15, 2010.
* * * * *
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PROPOSALS TO BE VOTED ON
PROPOSAL NO. 1
AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT A ONE-FOR-TWELVE
REVERSE SPLIT OF THE OUTSTANDING COMMON STOCK
As described in the accompanying NOTICE, the Company proposes to amend
its Certificate of Incorporation in order to effect a one-for-twelve reverse
stock split of all issued and outstanding common stock ("Common Stock") of the
Company (the "Reverse Split") for shareholders of record on the date the Reverse
Split 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 the Company
consists of (i) 495,000,000 shares of Common Stock, par value $0.001 per share,
of which approximately 340,519,815 shares are currently outstanding and
approximately 28,381,651 will be issued and outstanding after the reverse stock
split becomes effective, and (ii) 5,000,000 shares of Preferred Stock, par value
$0.001 per share, none of which are issued or outstanding. The Company's
shareholders do not have dissenter's rights with respect to the reverse stock
split.
The Board of Directors of the Company voted unanimously to implement
the Reverse Split because the Board of Directors believes that effecting a
one-for-twelve reverse stock split of all issued and outstanding Common Stock of
the Company enables the Company to acquire HyperSolar, Inc., as described in
this Proxy Statement. The Reverse Split will also allow the Company to raise the
capital necessary for the Company to grow its business or to acquire other
businesses in the future, which may require the Company to issue a significant
number of additional shares of its Common Stock. The Company has not currently
identified any acquisition candidates other than HyperSolar, Inc. Accordingly,
as of the date of this Proxy Statement and after the Reverse Split, 113,526,605
shares of Common Stock are reserved for issuance in connection with the
acquisition of HyperSolar, Inc., and 353,091,744 shares of the Company's Common
Stock and 5,000,000 shares of its Preferred Stock are not reserved for any
specific use and are available for future issuance.
The Company is not expected to experience a material tax consequence as
a result of the Reverse Split. Effecting the reverse stock split may, however,
subject the Company's existing shareholders to future dilution of their
ownership and voting power in the Company because more authorized but unissued
stock will be available to the Company.
POTENTIAL ANTI-TAKEOVER EFFECT
The additional shares of Common Stock that would become available for
issuance if this Proposal No. 1 were adopted could also be used by the Company
to oppose a hostile takeover attempt or delay or prevent changes in control or
management of the Company. For example, without further stockholder approval,
the Board could strategically sell shares of Common Stock or Preferred Stock in
a private transaction to purchasers who would oppose a takeover or favor the
current Board. Although this proposal to effect the Reverse Split and thereby
increase the number of authorized but unissued shares of Common Stock has been
prompted by business and financial considerations and not by the threat of any
hostile takeover attempt (nor is the Board currently aware of any such attempts
directed at the Company), stockholders should be aware that approval of this
Proposal No. 1 could facilitate future efforts by the Company to deter or
prevent changes in control of the Company, including transactions in which the
stockholders might otherwise receive a premium for their shares over then
current market prices.
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REQUIRED VOTE
Approval of the Reverse Split requires the affirmative "FOR" vote of a
majority of the Votes Cast on the proposal. Unless marked to the contrary,
proxies received will be voted "FOR" approval of the Reverse Split.
RECOMMENDATION
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REVERSE SPLIT.
* * * * *
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PROPOSAL NO. 2
AMENDMENT TO CERTIFICATE OF INCORPORATION TO AUTHORIZE NAME CHANGE
As described in the accompanying NOTICE, the Company proposes to amend
its Certificate of Incorporation in order to change the name of the Company to
HyperSolar, Inc. ("Name Change").
The Board of Directors of the Company voted unanimously to implement
the Name Change because the Board of Directors believes that changing the name
of the Company from Warp 9, Inc. to HyperSolar, Inc. is appropriate since the
name HyperSolar, Inc. more accurately reflects the Company's new business focus,
which will be centered on the acquisition, development, and commercialization of
new proprietary technology to significantly increase the efficiency and energy
production of solar photovoltaic cells that are currently offered in the market,
and that may be developed in the future. The Company is not expected to
experience a material tax consequence as a result of the Name Change.
POTENTIAL ANTI-TAKEOVER EFFECT
The Company does not believe that the Name Change can be used by it in
any manner to oppose a hostile takeover attempt or delay or prevent changes in
control or management of the Company. The Name Change has been prompted by
business and financial considerations and not by the threat of any hostile
takeover attempt (nor is the Board currently aware of any such attempts directed
at the Company).
REQUIRED VOTE
Approval of the Name Change requires the affirmative "FOR" vote of a
majority of the Votes Cast on the proposal. Unless marked to the contrary,
proxies received will be voted "FOR" the Name Change.
RECOMMENDATION
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAME CHANGE.
* * * * *
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PROPOSAL NO. 3
AUTHORIZATION TO ISSUE COMMON STOCK TO ACQUIRE HYPERSOLAR, INC.
As described in the accompanying NOTICE, the Company proposes to issue
113,526,605 shares of its Common Stock, after the effectiveness of the Reverse
Split, in exchange for 100% of the total issued and outstanding common stock of
HyperSolar, Inc., a Nevada corporation ("HyperSolar"), in a tax free exchange
(the "Exchange") under Section 368 of the Internal Revenue Code of 1986, as
amended. The closing of the Exchange is conditioned upon, among other things,
the approval by the shareholders of the Company of the Reverse Split and the
Name Change described in Proposals No. 1 and No. 2 of this Proxy Statement.
The Board of Directors of the Company approves of the Exchange because
the directors believe that by acquiring HyperSolar and transforming into a green
technology business, the Company will improve its prospects for growth and, in
the longer term, greater shareholder value. HyperSolar is developing a
technology to magnify the power of the Sun to significantly increase the power
output of solar cells. It has filed a provisional patent application with the
United States Office of Patents and Trademarks for its technology, and is in the
design phase of its business.
The Exchange is structured to satisfy the conditions for a tax free
exchange under Section 368 of the Internal Revenue Code of 1986, as amended.
Accordingly, the Company is not expected to experience a material tax
consequence as a result of the Exchange.
POTENTIAL ANTI-TAKEOVER EFFECT
The Exchange results in a change of control of the Company because the
shareholders of HyperSolar will collectively own approximately 80% of the total
issued and outstanding capital stock of Warp 9 after the closing of the
transaction. The shareholders of HyperSolar have not yet indicated that they
intend to take any action after the closing of the Exchange to effect a change
in the composition of the Company's Board of Directors. Nevertheless, by virtue
of their ownership of 80% of the total issued and outstanding Common Stock of
the Company after the closing of the Exchange, they will have the power and
authority to change the Company's Board of Directors. At this time, the Company
believes that after the closing of the Exchange, it will operate as a holding
company of two wholly-owned subsidiaries, one conducting the current Warp 9
business and one conducting the HyperSolar business. During this period the
Company expects its Board of Directors to remain as it is currently composed, or
possibly to add an independent director in the green technology industry.
The Exchange will have the effect of discouraging a future takeover
attempt or delay or prevent future changes of control or management of the
Company because approximately 80% of the outstanding Common Stock of the Company
will collectively be owned by the four shareholders of HyperSolar after the
closing of the Exchange. Such a concentration of ownership allows those
shareholders to effectively elect the entire Board of Directors of the Company
and prevent other shareholders from exerting any control over the Company. Other
than the change of control and concentration of ownership that will occur as a
result of the Exchange, the Company does not intend for the Exchange to affect
the control or management of the Company. The Company is not entering into the
Exchange for the purpose of opposing a hostile takeover attempt or delaying or
preventing changes in control or management of the Company. The proposal for the
Exchange is prompted by business and financial considerations and not by the
threat of any hostile takeover attempt, and the Board is not aware of any such
attempts directed at the Company. Nevertheless, stockholders should be aware
that approval of this Proposal No. 3 could facilitate future efforts by the
Company to deter or prevent changes in control of the Company, including
transactions in which the stockholders might otherwise receive a premium for
their shares over then current market prices.
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REQUIRED VOTE
Approval of the Exchange requires the affirmative "FOR" vote of a
majority of the Votes Cast on the proposal. Unless marked to the contrary,
proxies received will be voted "FOR" the Exchange.
RECOMMENDATION
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE EXCHANGE.
* * * * *
HYPERSOLAR, INC.
GENERAL
HyperSolar Inc. is a Nevada corporation ("HyperSolar") formed on
February 18, 2009. HyperSolar is developing a technology to magnify the power of
the Sun to significantly increase the power output of solar cells. Based on
microphotonics and low cost manufacturing processes, HyperSolar is designing and
developing a thin, flat, optical layer to inexpensively collect and deliver
substantially more sunlight onto solar cells. This new approach could
potentially allow solar cells to produce multiple times more power. With
HyperSolar as the top layer, manufacturers can potentially use significantly
fewer solar cells in the production of solar panels, thereby dramatically
reducing the cost per watt of electricity. HyperSolar technology is also
designed to decouple light collection from light conversion to further reduce
the cost per watt of solar panels, as well as the cost of building integrated
systems and utility scale power plants. HyperSolar has filed a provisional
patent application with the United States Office of Patents & Trademarks for its
technology, and seeks to obtain patent claims covering it. There is no assurance
that patents will ultimately be granted to HyperSolar for its technology.
BUSINESS
HyperSolar filed a Provisional Patent Application for its technology
with the United States Office of Patents and Trademarks in May 2009. Since its
inception in February 2009, HyperSolar has primarily been working on its patent
application and organizing its business. To date, it has earned no revenue and
expended approximately $50,000 for its organization, start-up, intellectual
property and Provisional Patent Application. The inventors listed on the
Provisional Patent Application are Nadir Dagli and Ronald Petkie, who produced
the technology for HyperSolar on a "work-for-hire" basis. They have been paid
monthly consulting fees by HyperSolar for the work, and HyperSolar owns all
right, title and interest in and to the technology covered by its Provisional
Patent Application.
The following is a brief abstract of the technology:
"This invention discloses the concept and method of fabrication of a
flat solar concentrator designed for collecting and guiding insolate radiation
to solar cells or optical waveguides for energy conversion elsewhere. Planar
lightwave circuits are used within a relatively thin cross- sectional thickness
to guide light within the concentrator from the incident surface to an output
aperture on the opposite surface, such that solar cells can be located directly
underneath the concentrator. Hence, the solar concentrator easily accommodates
the flat form factor of solar panel modules and thus is easily included as an
integral part of standard solar modules. The concentrator can be designed to
provide multiple times the normal sunlight intensity to standard solar cells,
thereby decreasing in proportion the number of cells required in a typical solar
cell module. The lightwave circuit incorporates wavelength separation filtering
for near infrared, thereby employing passive thermal management to maintain
lower temperatures for higher solar cell performance. The concentrator collects
light from a relatively wide angle of incidence, thereby eliminating the
necessity of active tracking equipment.
In addition, solar concentrator panels using this invention can
physically replace solar cell modules at the insolation site, where solar light
would then be guided by fiber waveguides to nearby locations, such as indoors or
underground, for conversion by photovoltaic modules away from the sun. Indoor
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cooling systems or geothermal pumps can be used to cool the photovoltaic
modules, which in turn provide increased conversion efficiency due to lower
temperatures.
An added advantage of operating the solar modules in underground
locations is protection from adverse environmental conditions, which can
increase the lifetime of the solar modules. This concept leads to novel solar
cell packaging designs depending on the manner in which the solar cells are
cooled to maintain higher efficiency at lower temperatures. With lightwave
circuits directing concentrated energy directly to solar cells, the solar cell
volume density can be increased through efficient thermal management, thereby
increasing the energy density output many times over from conventional flat
panel single-sun modules."
HyperSolar's assets are primarily intangible and consist of its
intellectual property and cash. It has been capitalized with approximately
$8,000 of cash capital contributions made by its shareholders since inception,
and owes approximately $40,000 of short-term indebtedness to one of its
shareholders.
DIRECTORS AND EXECUTIVE OFFICERS
The following table lists the officers and directors of HyperSolar as
of June 30, 2009:
NAME AGE POSITION
------------------- --- -----------------------------------
Christopher Marquis 28 Chief Executive Officer, President,
Chief Financial Officer, Corporate
------------------- Secretary, Chairman of the Board
CHRISTOPHER MARQUIS has been the sole officer and director of
HyperSolar since its inception in February 2009. He is real estate executive who
provides advisory and transactional services for investors of shopping centers,
retail properties, and single tenant assets throughout Southern California.
Since 2008, he has been employed by Sperry Van Ness, a real estate advisory firm
located in Irvine, California. Prior to his employment by Sperry Van Ness, Mr.
Marquis was responsible for market research and financial analysis assistance on
new projects for the development team at Treadwell Robertson, Inc., a real
estate developer located in San Juan Capistrano, California. Mr. Marquis
graduated in 2007 from Brigham Young University in Provo, Utah with a Bachelor
of Science degree in Finance at the Marriott School of Management.
The Board of Directors of HyperSolar has no committees. HyperSolar has
not paid any compensation to its officers or directors since its inception.
HyperSolar plans to engage HJ Associates & Consultants, LLP, Warp 9's auditing
firm, as its principal auditing accounting firm. HyperSolar's fiscal year ends
on June 30 of each year, the same fiscal year as Warp 9. HyperSolar has one
employee and two consultants. HyperSolar has no employment agreements but may
add employees and enter into employment agreements in the future. HyperSolar
does not have a stock option plan and has no stock options or warrants
outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the names of the executive officers and
directors of HyperSolar and all persons known by us to beneficially own 5% or
more of the issued and outstanding common stock of HyperSolar at June 30, 2009.
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 June 30, 2009 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 5,676,330 outstanding shares of HyperSolar common stock. Except as
otherwise listed below, the address of each person is c/o HyperSolar, Inc., 5662
Calle Real, #188, 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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NUMBER OF SHARES
NAME, ADDRESS AND TITLE BENEFICIALLY OWNED (1) PERCENTAGE OWNERSHIPS
----------------------- ---------------------- ---------------------
Wings Fund, Inc. (2) 3,213,165 56.6%
Pearl Innovations, LLC (3) 2,313,165 40.7%
297 Kingsbury Grade, Suite 100
Lake Tahoe, Nevada 89449
Nadir Dagli 100,000 1.8%
Christopher Marquis 50,000 0.9%
--------------------- ---------------------
Total 5,676,330 100.0%
===================== =====================
------------------
(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. The total number of issued and outstanding shares does
not include unexercised warrants and stock options, and is
calculated as of June 30, 2009.
(2) The sole director, executive officer and owner of Wings Fund,
Inc. is Karen M. Graham, who has held those positions and
managed Wings Fund, Inc. since 1996. Wings Fund, Inc. makes
investments with its own funds primarily in development stage
companies.
(3) The sole member and manager of Pearl Innovations, LLC is
Elaine Lei, who has held those positions since the inception
of Pearl Innovations, LLC in March 2009. Pearl Innovations,
LLC makes investments with its own funds.
THE EXCHANGE
Effective June 29, 2009, the Company, HyperSolar and the four
shareholders of HyperSolar entered into Exchange Agreements with each other
pursuant to which the Company agreed to acquire 100% of the total issued and
outstanding common stock of HyperSolar in exchange for issuing among the
HyperSolar shareholders, pro rata in accordance with their relative ownership of
HyperSolar, a total of 113,526,605 new shares of Warp 9's Common Stock. After
the closing of the Exchange and the effectiveness of the Reverse Split, which is
scheduled to be recorded prior to the closing of the Exchange, the four
shareholders of HyperSolar would own approximately 80% of the total issued and
outstanding Common Stock of Warp 9, and Warp 9 would own 100% of the total
issued and outstanding common stock of HyperSolar, Inc. At the closing, Warp 9
will change its name to HyperSolar, Inc. and its new wholly-owned subsidiary,
HyperSolar, Inc., would change its name to HyperSolar Development, Inc. or
another name to avoid the possible confusion that could be caused by the parent
company and subsidiary having the same name.
The respective Boards of Directors of Warp 9 and HyperSolar approved
the Exchange by unanimous consent on June 9, 2009 and June 26, 2009,
respectively, and the Exchange Agreements were executed by all parties on June
29, 2009. In accordance with the Exchange Agreements, Warp 9 is soliciting the
consent of its shareholders to the Exchange, the Reverse Split and the Name
Change through this Proxy Statement. Warp 9 and HyperSolar are currently
conducting their due diligence examination of each other as contemplated by the
Exchange Agreements.
The closing of the Exchange is conditioned upon (i) Warp 9, HyperSolar,
and the HyperSolar stockholders being reasonably satisfied with their due
diligence of the companies, (ii) Warp 9 effects a one-for-twelve reverse stock
split of its issued and outstanding Common Stock (not its authorized stock),
(iii) Warp 9 and HyperSolar each obtain the express approval of their respective
Boards of Directors to the closing, (iv) Warp 9 obtains the express approval of
its shareholders in a special meeting of the Warp 9 shareholders for the
Exchange, the one-for-twelve reverse stock split, and the change of Warp 9's
name to HyperSolar, Inc., and (v) all of the HyperSolar stockholders deliver
executed Exchange Agreements, tender their HyperSolar common stock to Warp 9,
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and accept their pro rata share of the Warp 9 Common Stock being issued in the
Exchange, thereby participating in the closing of the transaction. If the
closing does not occur by September 30, 2009, the parties have the option to
terminate the Exchange Agreements.
SECURITY OWNERSHIP ASSUMING CLOSING OF EXCHANGE
The following table illustrates on a pro forma basis the anticipated
beneficial ownership of the outstanding Common Stock of Warp 9 by the executive
officers, directors, and 5% shareholders of Warp 9 and HyperSolar as it would be
if the Reverse Split were effected and the Exchange closed as of June 30, 2009.
The table assumes that after the Reverse Split and closing of the Exchange, Warp
9 (to be named HyperSolar, Inc. after the closing) would have a total of
141,908,256 shares of Common Stock issued and outstanding, not including
outstanding stock options.
NUMBER OF SHARES PERCENTAGE
NAME, TITLE AND ADDRESS BENEFICIALLY OWNED (1) OWNERSHIP
----------------------- ---------------------- ---------
Harinder Dhillon (2) 1,482,369 1.0%
President, Chief Executive Officer
and Director of Warp 9
50 Castilian Drive, Suite 101
Santa Barbara, California 93117
Louie Ucciferri (3) 458,333 0.3%
Acting Chief Financial Officer and
Corporate Secretary of Warp 9
50 Castilian Drive, Suite 101
Santa Barbara, California 93117
Christopher Marquis (4) 1,000,000 0.7%
President, Chief Financial Officer,
Corporate Secretary and
Chairman of the Board of HyperSolar
5662 Calle Real, #188
Santa Barbara, California 93117
All Executive Officers as a Group 2,940,702 2.1%
William E. Beifuss 1,418,693 1.1%
Chairman of the Board of Warp 9
1205 Petersen Avenue
Solvang, California 93463
John C. Beifuss 416,667 0.3%
Director of Warp 9
368 Valley Vista Drive
Camarillo, California 93010
All Directors who are not Executive Officers as a Group 1,835,360 1.3%
Jonathan Lei 7,247,460 5.1%
7127 Hollister Avenue, #25A
Santa Barbara, California 93117
Wings Fund, Inc. 64,263,303 45.3%
3225 McLeod Drive, Suite 100
Las Vegas, Nevada 89121
-10-
Pearl Innovations, LLC 42,263,303 32.6%
297 Kingsbury Grade, Suite
Lake Tahoe, Nevada 89449
--------------
(1) Except 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. The total number of issued and outstanding shares does
not include unexercised warrants and stock options, and is
calculated on a pro forma basis as of June 30, 2009.
(2) Includes 525,285 shares (post Reverse Split) which may be
purchased pursuant to stock options that are exercisable
within 60 days of June 30, 2009.
(3) Includes 208,333 shares (post Reverse Split) which may be
purchased pursuant to stock options that are exercisable
within 60 days of June 30, 2009.
-11-
PROPOSAL NUMBER 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors has appointed HJ Associates & Consultants, LLP
as the independent registered public accounting firm to audit our consolidated
financial statements for the year ending June 30, 2009. Notwithstanding its
selection, the Board of Directors, in its discretion, may appoint another
independent registered public accounting firm at any time during the year if the
Board of Directors believes that such a change would be in the best interest of
Warp 9 and its stockholders. If the appointment is not ratified by our
stockholders, the Board of Directors may reconsider whether it should appoint
another independent registered public accounting firm. Representatives of HJ
Associates & Consultants, LLP are not expected to attend the Special Meeting.
REQUIRED VOTE
Ratification of the appointment of HJ Associates & Consultants, LLP as
our independent registered public accounting firm for the year ending June 30,
2009 requires the affirmative "FOR" vote of a majority of the Votes Cast on the
proposal. Unless marked to the contrary, proxies received will be voted "FOR"
ratification of the appointment of HJ Associates & Consultants, LLP.
RECOMMENDATION
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF HJ ASSOCIATES & CONSULTANTS, LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING JUNE 30, 2009.
* * * * *
-12-
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE MATTERS
We are committed to maintaining the highest standards of business
conduct and corporate governance, which we believe are essential to running our
business efficiently, serving our stockholders well and maintaining our
integrity in the marketplace. We have adopted a Code of Business Conduct and
Ethics for directors, officers (including our principal executive officer and
principal financial officer) and employees, known as the Warp 9 Code of Conduct.
The Warp 9 Code of Conduct is available online at: http://www.sec.gov. Warp 9
will file with the Securities and Exchange Commission any amendments to the Warp
9 Code of Conduct or waivers of the Warp 9 Code of Conduct for directors and
executive officers.
Stockholders may request free printed copies of the Warp 9 Code of
Conduct from:
Investor Relations
Warp 9 Inc.
50 Castilian Drive, Suite 101
Santa Barbara, California 93117
BOARD OF DIRECTORS INDEPENDENCE
The Board of Directors has determined that two of its directors are
"independent directors" as defined in Rule 4200 of Financial Industry Regulatory
Authority's ("FINRA") listing standards. In determining the independence of our
directors, the Board of Directors has adopted independence standards that mirror
exactly the criteria specified by applicable laws and regulations of the
Securities and Exchange Commission (the "SEC") and FINRA rules. In making the
determination of the independence of our directors, the Board of Directors
considered all transactions in which Warp 9 and any director had any interest,
including those discussed under "Certain Relationships and Related Transactions"
below, and any transactions involving payments made by Warp 9 to companies in
the ordinary course of business where a director of Warp 9 serves on the board
of directors or as a member of the executive management of the other company.
BOARD OF DIRECTORS STRUCTURE AND COMMITTEE COMPOSITION
The Board of Directors has appointed an Audit Committee. As of June 30,
2009, the sole member of the Audit Committee is William E. Beifuss, who may be
considered to be independent as defined in Rule 4200 of the National Association
of Securities Dealers' listing standards. The Board of Directors has adopted a
written charter of the Audit Committee. The Audit Committee is authorized by the
Board of Directors to review, with the Company's independent accountants, the
annual financial statements of the Company prior to publication, and to review
the work of, and approve non-audit services performed by, such independent
accountants. The Audit Committee will make annual recommendations to the Board
for the appointment of independent public accountants for the ensuing year. The
Audit Committee will also review the effectiveness of the financial and
accounting functions and the organization, operations and management of the
Company. The Audit Committee was formed on June 29, 2009. The Audit Committee
has not yet held a meeting. In February 2006, the prior sole member of the
Company's Audit Committee resigned from the Board of Directors for personal
reasons. Accordingly, the Company has not received any reports from an Audit
Committee during the fiscal years ended June 30, 2008 or 2009. From February
2006 until June 29, 2009, the Company's full Board of Directors performed the
functions of an Audit Committee until the new Audit Committee was formed.
The Company has not yet established a Compensation Committee. The
functions of a Compensation Committee are currently being performed by the full
Board of Directors. If formed in the future, the Compensation Committee would be
responsible for reviewing general policy matters relating to compensation and
benefits of directors and officers, and determining the total compensation of
our officers and directors. The Board of Directors does not have a nominating
committee. Therefore, the selection of persons for election to the Board of
Directors has not been independently made nor negotiated at arm's length.
-13-
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Stockholders may correspond with the Board of Directors about bona fide
issues or questions about Warp 9 by writing to William E. Beifuss, the Chairman
of the Board of Directors, or the Corporate Secretary at the following address:
Warp 9, Inc.
Attn: Corporate Secretary
50 Castilian Drive, Suite 101
Santa Barbara, California 93117
DIRECTORS AND EXECUTIVE OFFICERS
The following table lists the executive officers and directors of the
Company as of June 30, 2009:
NAME AGE POSITION
------------------ --- ---------------------------------------
Harinder Dhillon 36 Chief Executive Officer, President and
Director
William E. Beifuss 65 Chairman of the Board of Directors
John C. Beifuss 41 Director
Louie Ucciferri 48 Acting Chief Financial Officer and
Corporate Secretary
-----------------------------
HARINDER DHILLON has been the Company's Chief Executive Officer since
October 2006 and the President of the Company since July 1, 2005. He has been
the Corporate Secretary of the Company since November 18, 2008, and a director
of the Company since October 2006. From October 2001 to October 2006, Mr.
Dhillon was the Vice President of Operations of the Company. Mr. Dhillon joined
us in July 2000. Prior to joining the Company, from 1993 to1998, Mr. Dhillon
served as the Chief Information Officer of Informax Data Systems, an enterprise
systems integrator headquartered in Southern California. Thereafter, during 1999
until he joined the Company, he worked as an independent technology consultant.
He has designed, managed, and led the development and deployment of enterprise
Internet, Intranet and integration projects for Fortune 500 companies and
various government agencies. Mr. Dhillon received a Bachelor degree in
Electrical and Computer Engineering from the University of California at Santa
Barbara in 1996.
WILLIAM E. BEIFUSS, JR. has been the Chairman of the Board of Directors
of the Company since November 18, 2008. He has been the President of Cumorah
Capital, an investment company, since January 2006. Mr. Beifuss was the
President of Coeur D' Alene French Baking Company from 1992 to 2006. Mr. Beifuss
is a committee member at the local Boy Scouts of America organization. Mr.
Beifuss' previous community activities included President of the local chapter
for the State of California Recyclers Association, member of the Republican
Central Committee, Scoutmaster for the Boy Scouts of America, Chairman of
Architectural Board of Review of a local home owners association, and member of
the American Institute of Baking. Mr. Beifuss attended the Business and
Management program at Ventura College for two years and completed instruction at
the American Institute of Baking. Mr. Beifuss is the father of John C. Beifuss.
JOHN C. BEIFUSS has been a director of the Company since November 18,
2008. He has been the President of Tri County Auto Dismantlers, an autoparts and
supplies company, since 1996. For the past 12 years, Mr. Beifuss has been an
active chairman for his local chapter of the Boy Scouts of America. Mr. Beifuss
is also a member of the Valley Auto Dismantlers Association. Mr. Beifuss
attended Utah Valley Community College as well as Brigham Young University. Mr.
Beifuss is the son of Mr. William E. Beifuss, Jr.
-14-
LOUIE UCCIFERRI has been the Company's Acting Chief Financial Officer
since October 15, 2006 and was a director of the Company from 2003 until
November 18, 2008. He is also the Chief Executive Officer of Regent Capital
Group, a FINRA registered broker dealer dedicated to real estate investments.
From 1995 to 2004, Mr. Ucciferri served as the President of Westlake Financial
Architects, a financial advisory firm he founded in 1995 to provide financial
and investment advisory services to early stage companies. Since November 1998,
he has also served as President of Camden Financial Services, a FINRA registered
broker dealer. Mr. Ucciferri received Bachelors degrees in Economics and
Sociology from Stanford University in 1983.
Under the Nevada General Corporation Law and the Company's Articles of
Incorporation, as amended, the Company's directors will have no personal
liability to the Company or its stockholders for monetary damages incurred as
the result of the breach or alleged breach by a director of his "duty of care".
This provision does not apply to the directors' (i) acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good faith
on the part of the director, (iii) approval of any transaction from which a
director derives an improper personal benefit, (iv) acts or omissions that show
a reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
AUDITOR INDEPENDENCE
HJ Associates & Consultants, LLP ("HJ") has been the Company's
principal auditing accountant firm since August 2006. HJ provided other
non-audit services to the Company. The Company's Board of Directors has
considered whether the provisions of non-audit services are compatible with
maintaining HJ independence.
REPORT OF THE AUDIT COMMITTEE
In February 2006, the sole member of the Company's Audit Committee
resigned from the Board of Directors for personal reasons. The Company reformed
the Audit Committee on June 29, 2009, but it has not yet held a meeting or
issued a report. Accordingly, the Company has not received any reports from an
Audit Committee during the fiscal years ended June 30, 2008 or June 30, 2009.
The Company's full Board of Directors had been performing the functions of an
Audit Committee until the new Audit Committee was formed on June 29, 2009.
CODE OF CONDUCT
The Company has adopted a Code of Conduct that applies to all of its
directors, officers and employees. Any waiver of the provisions of the Code of
Conduct for executive officers and directors may be made only by the Audit
Committee when formed or the full Board of Directors and, in the case of a
waiver for members of the Audit Committee, by the Board of Directors. Any such
waivers will be promptly disclosed to the Company's shareholders.
COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and certain persons who own more
than 10% of a registered class of the Company's equity securities (collectively,
"Reporting Persons"), to file reports of ownership and changes in ownership
("Section 16 Reports") with the Securities and Exchange Commission (the "SEC").
Reporting Persons are required by the SEC to furnish the Company with copies of
all Section 16 Reports they file.
-15-
Based solely on its review of the copies of such Section 16 Reports
received by it, or written representations received from certain Reporting
Persons, all Section 16(a) filing requirements applicable to the Company's
Reporting Persons during and with respect to the fiscal year ended June 30, 2009
have been complied with on a timely basis.
EXECUTIVE COMPENSATION
EXECUTIVE OFFICER COMPENSATION
The following summary compensation table sets forth certain information
concerning compensation paid to the Company's Chief Executive Officer and its
most highly paid executive officers (the "Named Executive Officers") whose total
annual salary and bonus for services rendered in all capacities for the year
ended June 30, 2008 was $100,000 or more (except in the case of Mr. Ucciferri).
The executive officer positions indicated in the table were those held by those
individuals as of June 30, 2008.
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------
FISCAL SALARY BONUS OPTION AWARDS ALL OTHER TOTAL
NAME AND PRINCIPAL POSITION YEAR COMPENSATION
---------------------------------------------------------------------------------------------------------
Harinder Dhillon (1) 2008 $200,000 $76,969 -0- -0- $276,969
Chief Executive Officer, 2007 $200,000 $63,947 $80,800(3) -0- $344,747
President, and Director
Louie Ucciferri (2) 2008 $ 22,500 -0- -0- -0- $ 22,500
Acting Chief Financial Officer, 2007 $ 22,500 -0- $25,000(4) -0- $ 47,750
Corporate Secretary, and
Chairman
------------------------
(1) Mr. Dhillon has a compensation and performance bonus plan pursuant to
which he may earn bonuses based on the annual profitability of Warp 9.
The compensation and performance bonus plan for Mr. Dhillon, which has
been in effect since March 2006, currently provides as follows: Mr.
Dhillon has a base salary of $200,000 per year, a monthly bonus of 10%
of the Company's "operating profit" for that month, defined as gross
profit minus selling, general and administrative costs, payable on a
monthly basis provided that the Company's operating profit for that
month is at least $50,000, and provided further, that the maximum
aggregate monthly bonuses during any calendar year do not exceed
$100,000. Mr. Dhillon is also entitled to an additional $50,000 annual
bonus for any calendar year in which the Company's EBITDA exceeds
$500,000. Mr. Dhillon waived his $50,000 EBITDA bonus for the calendar
year ending December 31, 2007, which the Company otherwise would have
paid. Mr. Dhillon was awarded a special $50,000 bonus on September 24,
2008 which is in addition to his existing compensation plan. The
Company's Board of Directors approved the special bonus and also
reaffirmed Mr. Dhillon's existing compensation plan. Mr. Dhillon has an
"at will" employment agreement with the Company. Mr. Dhillon did not
receive any compensation for his services as a director of the Company.
(2) Mr. Ucciferri receives $2,500 per month in consideration for his
services as an executive officer of the Company. Mr. Ucciferri did not
receive any compensation for his services as the Chairman of the Board
of Directors of the Company.
(3) On October 16, 2006, Mr. Dhillon received stock options to purchase
8,000,000 shares of Common Stock at an exercise price of $0.01 per
share, in consideration for his services to the Company. These stock
options vest in equal monthly installments over a forty-eight month
period and expire on October 16, 2010.
(4) On October 16, 2006, Mr. Ucciferri received stock options to purchase
2,500,000 shares of Common Stock at an exercise price of $0.01 per
share, in consideration for his services to the Company. These stock
options vested in equal monthly installments over a twelve month period
and expire on October 16, 2010.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information with respect to unexercised
stock options, stock that has not vested, and equity incentive plan awards held
by the Company's executive officers at June 30, 2008. The executive officer
positions indicated in the table were those held by those individuals as of June
30, 2008.
-16-
OPTION AWARDS
-------------------------------------------------------------------------------------------------------------
NAME NUMBER OF SECURITIES NUMBER OF SECURITIES OPTION EXERCISE OPTION EXPIRATION
UNDERLYING UNEXERCISED UNDERLYING UNEXERCISED PRICE DATE
OPTIONS EXERCISABLE UNEARNED OPTIONS
-------------------------------------------------------------------------------------------------------------
Harinder Dhillon 3,408,219 (1) 4,591,781 $0.01 October 16, 2010
Chief Executive 650,000 - 0 - $0.13 July 26, 2009
Officer, President
Louie Ucciferri 2,500,000 (3) - 0 - $0.01 October 16, 2010
Acting Chief Financial
Officer and Corporate
Secretary
-------------------------------------------------------------------------------------------------------------
--------------
(1) On October 16, 2006, Mr. Dhillon received stock options to purchase
8,000,000 shares of Common Stock at an exercise price of $0.01 per share,
in consideration for his services to the Company. These stock options vest
in equal monthly installments over a forty-eight month period.
(2) On August 1, 2005, Mr. Dhillon received stock options to purchase 650,000
shares of Common Stock at an exercise price of $0.13 per share, in
consideration for his services to the Company. These stock options are
fully vested.
(3) On October 16, 2006, Mr. Ucciferri received stock options to purchase
2,500,000 shares of Common Stock at an exercise price of $0.01 per share,
in consideration for his services to the Company. These stock options
vested in equal monthly installments over a twelve month period and are
fully vested.
OPTION EXERCISES AND STOCK VESTED
None of the Company's executive officers exercised any stock options or
acquired stock through vesting of an equity award during the fiscal year ended
June 30, 2008.
DIRECTOR COMPENSATION
The Company's independent director did not receive any compensation for
his services rendered to the Company during the fiscal year ended June 30, 2008.
The compensation paid to the Company's non-independent directors is reflected in
the above table entitled Summary Compensation Table.
EMPLOYMENT AGREEMENTS
The Company has not entered into any employment agreements with its
executive officers to date. The Company may enter into employment agreements
with them in the future.
STOCK OPTION PLAN
On July 10, 2003, the Board of Directors of the Company adopted the
2003 Stock Option Plan for Directors, Executive Officers, Employees and Key
Consultants of the Company (the "2003 Plan"). The 2003 Plan was ratified by the
shareholders of the Company by written consent effective August 25, 2003. The
2003 Plan authorizes the issuance of up to 25,000,000 shares of the Company's
Common Stock pursuant to the grant and exercise of up to 25,000,000 stock
options. To date, 14,350,000 options to purchase 14,350,000 shares of Common
Stock at a volume weighted average price of $0.02 per share granted under the
2003 Plan are outstanding. To date, 2,775,000 options have been exercised.
-17-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the names of our executive officers and
directors and all persons known by us to beneficially own 5% or more of the
issued and outstanding Common Stock of Warp 9 at June 30, 2009. 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 June 30, 2009 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
340,579,815 outstanding shares of Common Stock. Except as otherwise listed
below, the address of each person is c/o Warp 9, Inc., 50 Castilian Dr. Suite
101, 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.
NAME, TITLE AND ADDRESS NUMBER OF SHARES BENEFICIALLY OWNED (1) PERCENTAGE OWNERSHIP
---------------------------- --------------------------------------- --------------------
Harinder Dhillon (2)
Chief Executive Officer,
President and Corporate
Secretary of Warp 9 Inc. 17,788,425 5.21%
Louie Ucciferri (3)
Acting Chief Financial Officer 5,500,000 1.59%
All current Executive Officers as a group 23,288,425 6.80%
William E. Beifuss
Chairman of the Board of Directors
1205 Petersen Avenue
Solvang, California 93463 17,024,314 4.99%
John C. Beifuss
Director
368 Valley Vista Drive
Camarillo, California 93010 5,000,000 1.50%
All current Directors who are not
Executive Officers as a group 22,024,314 6.49%
Jonathan Lei
7127 Hollister Avenue, #25A
Santa Barbara, California 93117 86,969,525 25.54%
----------------------
(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. The total number of
issued and outstanding shares does not include unexercised warrants and
stock options, and is calculated as of June 30, 2009.
(2) Includes 6,303,425 shares which may be purchased pursuant to stock
options that are exercisable within 60 days of June 30, 2009.
(3) Includes 2,500,000 shares which may be purchased pursuant to stock
options that are exercisable within 60 days of June 30, 2009.
-18-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
HJ Associates & Consultants, LLP ("HJ") has been the Company's
principal auditing accountant firm since August 2006. HJ has provided other
non-audit services to the Company. The Company's Board of Directors has
considered whether the provision of non-audit services is compatible with
maintaining HJ independence.
AUDIT FEES
An aggregate of $39,400 was billed by our auditors for the following
professional services: audit of the annual financial statement of the Company
for the fiscal year ended June 30, 2008, and review of the interim financial
statements included in quarterly reports on Form 10-QSB for the periods ended
September 30, 2007, December 31, 2007, and March 31, 2008.
An aggregate of $22,227 was billed by our auditors for the following
professional services: audit of the annual financial statement of the Company
for the fiscal year ended June 30, 2007, and review of the interim financial
statements included in quarterly reports on Form 10-QSB for the periods ended
September 30, 2006, December 31, 2006, and March 31, 2007.
TAX FEES
Our auditors billed the Company $3,522 for tax preparation services
during the fiscal year ended June 30, 2008.
Our auditors billed the Company $2,694 for tax preparation services
during the fiscal year ended June 30, 2007.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
In February 2006, the sole member of the Company's Audit Committee
resigned from the Board of Directors for personal reasons. The Company reformed
the Audit Committee on June 29, 2009 with William E. Beifuss, its Chairman of
the Board, as the sole member. Accordingly, the Company has not received any
reports from an Audit Committee during the fiscal year ending June 30, 2008.
Prior to June 29, 2009 and since February 2006, the Company's full Board of
Directors performed the functions of an Audit Committee until the new Audit
Committee was formed.
INCORPORATION BY REFERENCE
In our filings with the SEC, information is sometimes "incorporated by
reference." This means that we are referring you to information that has
previously been filed with the SEC, so the information should be considered as
part of the filing you are reading. Based on SEC regulations, an "Audit
Committee Report", if any, specifically is not incorporated by reference into
any other filings with the SEC.
This Proxy Statement is sent to you as part of the proxy materials for the
Special Meeting of the Stockholders. You may not consider this Proxy Statement
as material for soliciting the purchase or sale of our Common Stock.
-19-
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented
for consideration at the Special Meeting of the Stockholders. If any other
matters are properly brought before the meeting, it is the intention of the
persons named in the accompanying proxy to vote on such matters in accordance
with their best judgment.
No person is authorized to give any information or to make any
representation not contained in this Proxy Statement, and, if given or made,
such information or representation should not be relied upon as having been
authorized. This Proxy Statement does not constitute the solicitation of a
proxy, in any jurisdiction, from any person to whom it is unlawful to make such
proxy solicitation in such jurisdiction. The delivery of this Proxy Statement
shall not, under any circumstances, imply that there has not been any change in
the information set forth herein since the date of the Proxy Statement.
By Order of the Board of Directors
WILLIAM E. BEIFUSS
CHAIRMAN OF THE BOARD OF DIRECTORS
July 28, 2009
In some cases, only one Annual Report or Proxy Statement is being
delivered to multiple stockholders sharing an address unless the Company has
received contrary instructions from one or more of the stockholders. The Company
will furnish, without charge, a copy of its Annual Report on Form 10-K for the
fiscal year ended June 30, 2008 or Proxy Statement, to each stockholder residing
at an address to which only one copy was mailed. Requests for additional copies
should be directed to: Corporate Secretary, Warp 9, Inc., 50 Castilian Drive,
Suite 101, Santa Barbara, California 93117 or by telephone at (805) 964-3313.
Additionally, any stockholders who are presently sharing an address and
receiving multiple copies of the Annual Report or Proxy Statement and who would
rather receive a single copy of these materials in the future may instruct the
Company by directing their request in the same manner.
-20-
EXHIBIT A
AMENDMENT TO CERTIFICATE OF INCORPORATION
BALLOT
--------------------------------------------------------------------------------
WARP 9, INC.
50 CASTILIAN DRIVE, SUITE 101
SANTA BARBARA, CALIFORNIA 93117
(805) 964-3313
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS, SEPTEMBER 2, 2009
PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.
WE ARE ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED TO SEND US A PROXY.
The undersigned hereby appoints William E. Beifuss, chief executive
proxy, with full power of substitution, for and in the name or names of the
undersigned, to vote all shares of Common Stock of Warp 9, Inc. held of record
by the undersigned at the Special Meeting of Stockholders to be held on
Wednesday, September 2, 2009 at 11:30 a.m., Pacific Time, at 50 Castilian Drive,
Suite 101, Santa Barbara, California 93117, and at any adjournment thereof, upon
the matters described in the accompanying Notice of Special Meeting and Proxy
Statement, receipt of which is hereby acknowledged, and upon any other business
that may properly come before, and matters incident to the conduct of, the
meeting or any adjournment thereof. Said person is directed to vote on the
matters described in the Notice of Special Meeting and Proxy Statement as
follows, and otherwise in their discretion upon such other business as may
properly come before, and matters incident to the conduct of, the meeting and
any adjournment thereof.
1. To amend the Company's Certificate of Incorporation, as amended, to
effect a one-for-twelve reverse stock split of all of the issued and
outstanding Common Stock of the Company effective on the date that the
Amendment is recorded with the Nevada Secretary of State. (Amendment to
Certificate of Incorporation)
[_] FOR [_] AGAINST [_] ABSTAIN
2. To amend the Company's Certificate of Incorporation, as amended, to
change the name of the Company to HYPERSOLAR, INC. (Amendment to
Certificate of Incorporation)
[_] FOR [_] AGAINST [_] ABSTAIN
3. To issue 113,526,605 shares of the Company's Common Stock in exchange
for 100% of the total issued and outstanding common stock of
HyperSolar, Inc., provided that the Company's shareholders approve the
Amendments to Certificate of Incorporation described above in Proposals
1 and 2 of this Proxy.
[_] FOR [_] AGAINST [_] ABSTAIN
-1-
4. To ratify the appointment of HJ Associates & Consultants, LLP as
independent accountants for the period ending June 30, 2009.
[_] FOR [_] AGAINST [_] ABSTAIN
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY
CARD IN THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE STATED PROPOSALS.
Number of shares owned ________________ and voted hereby.
Name & Address of Shareholder
-----------------------------
-----------------------------
-----------------------------
-----------------------------
(VOID WITHOUT INFO)
----------------------------------
Signature of Stockholder
----------------------------------
Signature if held jointly
Dated: , 2009
-----------------------
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
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