UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 under the Exchange Act
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Marine Jet Technology Corp.
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(Exact name of registrant as specified in its charter)
Nevada 0-27551 88-0450923
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number Identification No.)
4805 158th Court NE, Redmond, Washington 98052
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (425) 869-2723
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MARINE JET TECHNOLOGY CORP.
4805 158th Court NE
Redmond, Washington 98052
INFORMATION STATEMENT
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The Board of Directors of Marine Jet Technology Corp., is furnishing this
information statement in connection with the sale of certain shares of our
common stock pursuant to a securities purchase agreement dated as of January 11,
2005, between Keating Reverse Merger Fund, LLC, a Delaware limited liability
company, and Mr. Jeff A. Jordan, President, a director and an approximately
70.1% stockholder of Marine Jet. The securities purchase agreement provides that
our current directors and officers shall resign effective as of the closing date
of the sale of the shares contemplated by the agreement and that we shall
appoint Mr. Kevin R. Keating as the sole director, President, Treasurer and
Secretary of Marine Jet. We will, to the extent permitted by applicable law,
secure the resignation of, or remove, the existing directors and officers so as
to enable Mr. Keating to be appointed as a director and officer in accordance
with the securities purchase agreement. The existing directors and officers have
indicated their intent to resign on the closing date.
This information statement is being furnished to the holders of record on
January 11, 2005, of our outstanding shares of common stock. We anticipate that
this information statement will be mailed or furnished on or about January 13,
2004, to all stockholders of record as of that date. This information statement
is being provided pursuant to Section 14(f) of the Securities Exchange Act of
1934 and Rule 14f-1 under the Exchange Act solely for informational purposes and
not in connection with a vote of our stockholders.\
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT,
BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE ACTION TO BE
TAKEN TO CHANGE THE BOARD OF DIRECTORS IN CONNECTION WITH A SECURITIES PURCHASE
AGREEMENT PROVIDING FOR THE SALE OF 70.1% OF THE OUTSTANDING SHARES OF COMMON
STOCK OF MARINE JET. MARINE JET IS NOT SOLICITING PROXIES IN CONNECTION WITH THE
MATTERS DESCRIBED IN THIS INFORMATION STATEMENT, AND NO VOTE OR OTHER ACTION BY
OUR STOCKHOLDERS IS REQUIRED TO BE TAKEN IN CONNECTION WITH THIS INFORMATION
STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
PROPOSED CHANGE IN CONTROL TRANSACTION
On January 11, 2005, we entered into the securities purchase agreement,
which provides that, on the closing date, Mr. Jordan will sell 15,306,500 shares
of common stock, representing approximately 70.1% of our outstanding shares of
common stock, to Keating Reverse Merger Fund at a price of $440,000. The closing
of the transaction contemplated by the securities purchase agreement is
contingent on several factors, including but not limited to the delivery of
various closing documents and certificates, the resignation of our existing
officers and directors and the expiration of the ten-day period after mailing of
this information statement to our stockholders.
VOTING SECURITIES
Our common stock is the only class of equity securities that is currently
outstanding and entitled to vote at a meeting of our stockholders. Each share of
common stock entitles the holder of the share to one vote. As of the date of
this information statement, there were 21,822,570 shares of our common stock
outstanding.
MANAGEMENT
Directors and Executive Officers
Set forth below are the names, ages, position(s) with Marine Jet and
business experience of our directors and executive officers.
Name Age Position(s) with Company Held Since
Jeff P. Jordan* 60 President and Director 2000
Martha A. Jordan* 59 Secretary and Director 2001
Wilbur Sebree* 52 Director 2001
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*Member of the audit committee.
General
Directors hold office until the next annual meeting of our stockholders and
until their successors have been elected and qualify. Officers are elected by
the board of directors and their terms of office are, except to the extent
governed by an employment contract, at the discretion of the board of directors.
Mr. Jeff P. Jordan and Mrs. Martha A. Jordan are husband and wife. There is no
family relationship between any director and/or executive officer and Mr. Kevin
R. Keating, who has been chosen to become our sole director and executive
officer upon the closing of the proposed sale of 70.1% of our outstanding shares
of common stock pursuant to the securities purchase agreement. Set forth below
under "Business Experience" is a description of the business experience of our
executive officers and directors.
Business Experience
Mr. Jeff P. Jordan has served as the President and a director of Marine Jet
since February 2000. He has served as the Vice President of Operations for three
technology development and manufacturing firms in the marine, hydroelectric and
biotechnology industries. Since 1994, Mr. Jordan has worked in the boating
industry. During this period, he completed theoretical development and filed
patent applications on jet water propulsion systems. Mr. Jordan's experience
also includes service as Vice President of Operations for Unisyn Biowaste
Technology in Hawaii, where he developed organic waste processing systems. He
attempted to develop economically feasible solutions for garbage disposal and
industrial waste treatment. During his tenure at Unisyn, Mr. Jordan
re-engineered or replaced most components of the company's existing systems. He
developed a water treatment and clarification system, as well as designed and
implemented a system for source separation of wet wastes. Mr. Jordan's other
achievements with Unisyn included designing and prototyping a waste transport
system, reducing and replacing ineffective staff and directing development of an
entrepreneurial business plan for Unisyn to seek venture capital. Prior to his
work at Unisyn, Mr. Jordan was a venture partner and investor in hydroelectric
developments and he served as President of the Northwest Venture Group based in
Seattle, Washington. He produced and executed a business plan for the
identification, detailed study and development of small commercial hydroelectric
sites in Idaho and Montana. Mr. Jordan also directed the design, development and
manufacturing of hydroelectric turbine-generator systems for installation in
these commercial hydroelectric developments. Mrs. Martha A. Jordan, Secretary
and a director of Marine Jet, is Mr. Jordan's spouse. Mr. Benjamin B. and Ms.
Julie Jordan, Mr. Jeff P. and Mrs. Martha A. Jordan's children, are stockholders
of Marine Jet.
Mrs. Martha A. Jordan has served as the Secretary and a director of Marine
Jet since August 2001. She devotes approximately 80% of her time to Marine Jet's
business and affairs. Additionally, she has been employed part time as a
technical writer, graphics designer and office assistant. Mrs. Jordan is the
wife of Mr. Jeff P. Jordan, President and a director of Marine Jet. Her
children, Mr. Benjamin B. and Ms. Julie Jordan, are Marine Jet stockholders.
Wilbur Sebree, Esq., has served as a director of Marine Jet since 2001. He
has been an attorney in the Seattle, Washington area, specializing in small
business contracts and litigation for more than eight years.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our directors, executive
officers and persons who own more than 10% of our outstanding common stock file
initial reports of ownership and reports of changes in ownership in the common
stock with the SEC. Officers, directors and stockholders who own more than 10%
of the outstanding common stock of Marine Jet are required by the SEC to furnish
us with copies of all Section 16(a) reports they file. To our knowledge, based
solely on the review of the copies of these reports furnished to us and written
representations that no other reports were required during the year ended
December 31, 2004, all officers, directors and 10% stockholders complied with
all applicable Section 16(a) filing requirements.
Corporate Governance
We are not a "listed company" under SEC rules and are therefore not
required to have an audit committee comprised of independent directors. We have
created an audit committee, which consists of our board of directors. Our board
of directors has determined that its members do not include a person who is an
"audit committee financial expert" within the meaning of the rules and
regulations of the SEC. The board of directors has determined that each of its
members is able to read and understand fundamental financial statements and has
substantial business experience that results in that member's financial
sophistication. Accordingly, the board of directors believes that each of its
members has the sufficient knowledge and experience necessary to fulfill the
duties and obligations of a member of the audit committee.
We do not have a standing compensation or nominating committee or
committees performing similar functions because we have no meaningful operations
and only two employees. We determined not to establish a nominating committee at
this time in view of changes in the composition of the board of directors that
will occur on the closing date of the sale of the shares of common stock
contemplated by the securities purchase agreement. Previously, nominations were
determined by the members of the then existing board of directors.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of
our executive officers, including the dollar value of base salary and/or other
annual compensation earned, and the number of securities underlying stock
options granted, during the 2004, the 2003 and the 2002 fiscal years.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards
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(a) (b) (c) (d) (e) (f)
Name and Other Annual Restricted Securities
Principal Compensation Stock Award(s) Underlying
Position Year Salary($) ($) ($) Options/SAR's(#)
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Jeff P. 2004 $-0- $-0- $-0- -0-
Jordan, 2003 $-0- $-0- $-0- -0-
President 2002 $-0- $-0- $-0- -0-
Martha 2004 $-0- $-0- $-0- -0-
A. Jordan, 2003 $-0- $-0- $-0- -0-
Secretary 2002 $-0- $-0- $-0- -0-
Stock Option Grants
There were no new stock option grants to any of our executive officers or
directors during the fiscal year ended December 31, 2004, and no options were
exercised by any executive officer or director during the fiscal year ended
December 31, 2004.
Long-Term Incentive Plans
We do not provide our officers or employees with pension, stock
appreciation rights, long-term incentive or other plans and have no intention of
implementing any of these plans for the foreseeable future. The provisions of
these plans would be at the discretion of our board of directors.
Indemnification
Under Nevada law and pursuant to our amended articles of incorporation and
bylaws, we may indemnify our officers and directors for various expenses and
damages resulting from their acting in these capacities. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to our officers or directors pursuant to those provisions, our counsel
has informed us that, in the opinion of the SEC, this indemnification is against
public policy as expressed in the Securities Act, and is therefore
unenforceable.
Compensation of Directors
Our directors receive no compensation pursuant to any standard arrangement
for their services as directors.
NEW DIRECTOR AND OFFICER
The securities purchase agreement provides that, on the closing date, our
current directors and officers shall resign and we shall appoint Mr. Kevin R.
Keating as the sole director, President, Treasurer and Secretary. Mr. Keating
has consented to serve in these capacities. Mr. Keating is an investment
executive and for the past nine years has been the Branch Manager of the Vero
Beach, Florida, office of Brookstreet Securities Corporation. Brookstreet is a
full-service, national network of independent investment professionals. Mr.
Keating services the investment needs of private clients with special emphasis
on equities. For more than 35 years, he has been engaged in various aspects of
the investment brokerage business. Mr. Keating began his Wall Street career with
the First Boston Company in New York in 1965. From 1967 through 1974, he was
employed by several institutional research boutiques where he functioned as Vice
President Institutional Equity Sales. From 1974 until 1982, Mr. Keating was the
President and Chief Executive Officer of Douglas Stewart, Inc., a New York Stock
Exchange member firm. Since 1982, he has been associated with a variety of firms
as a registered representative servicing the needs of individual investors. Mr.
Keating is 64 years of age.
To our knowledge, neither Mr. Keating nor any of his affiliates currently
beneficially owns any equity securities or rights to acquire any securities of
Marine Jet, and none of these persons has been involved in any transaction with
Marine Jet or any of its directors, executive officers or affiliates that is
required to be disclosed pursuant to the rules and regulations of the SEC other
than with respect to the transactions that have been described in this
information statement. To our knowledge, Mr. Keating is not currently a director
of, nor does he hold any position with, Marine Jet, nor does he have a familial
relationship with any director or executive officer of Marine Jet.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
We have set forth in the following table certain information regarding our
common stock beneficially owned on the date of this information statement for
(i) each stockholder we know to be the beneficial owner of 5% or more of our
outstanding common stock, (ii) each of our executive officers and directors and
(iii) all executive officers and directors as a group. In general, a person is
deemed to be a "beneficial owner" of a security if that person has or shares the
power to vote or direct the voting of the security, or the power to dispose or
to direct the disposition of the security. A person is also deemed to be a
beneficial owner of any securities of which the person has the right to acquire
beneficial ownership within 60 days. Except as otherwise indicated, each
stockholder named in the table has sole voting and investment power with respect
to the shares beneficially owned.
Shares
Name and Address of Beneficially Percent
Beneficial Owner Owned of Class
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Jeff P. Jordan 15,306,500* 70.1%
4805 158th Court NE
Redmond, Washington 98052
Martha A. Jordan 15,306,500* 70.1%
4805 158th Court NE
Redmond, Washington 98052
Wilbur Sebree 50,000 0.2%
6114 164th Avenue SE
Bellevue, Washington 98006
Robert J. Tomlinson 1,179,000 5.4%
1074 Hawley Way NE
Bainbridge Island, Washington 98110
All Executive Officers and 15,356,500* 70.3%
Directors as a Group (three
persons)
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*Includes 75,000 shares of common stock owned of record by Mr. Jeff P.
Jordan and Mrs. Martha A. Jordan, as joint tenants with rights of survivorship;
does not include a total of 400,000 shares of common stock owned of record and
beneficially by Mr. Benjamin B. and Ms. Julie Jordan, adult children of Mr. Jeff
P. and Mrs. Martha A. Jordan.
On the date of this information statement, there were 21,822,570 shares of
common stock outstanding. Messrs. Jeff P. Jordan and Wilbur Sebree and Mrs.
Martha A. Jordan serve as members of our board of directors. Mr. Jordan is our
President and Mrs. Jordan is our Secretary.
The following table sets forth certain information as of December 31, 2004,
regarding the Marine Jet Technology Corp. 2004 Nonqualified Stock Option Plan,
under which shares of our common stock are authorized for issuance.
Shares Remaining
Shares to Be Issued Weighted-Average Available for Future
Upon Exercise of Exercise Price of Issuance (Excluding Shares
Name of Plan Outstanding Options Outstanding Options Reflected in First Column)
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Marine Jet
Technology
Corp. 2004
Nonqualified
Stock Option
Plan -0- N/A 3,960,000
The option plan became effective upon its approval by the board of
directors. No stock option may be granted later than 10 years from the effective
date of the option plan; however, the plan remains in effect until all stock
options have expired or been cancelled. The stock option plan was adopted
without the approval of our stockholders. The board of directors administers the
plan and determines those eligible to receive stock options and the terms of
each option grant; provided that the option term cannot exceed ten years from
the date of grant. Out of the 5,000,000 shares of common stock reserved for
issuance under the stock option plan, 1,040,000 shares of common stock have been
issued to grantees of stock options who have exercised their options. Holders of
stock options granted under the stock option plan are protected from dilution
and otherwise in the event of changes in the common stock resulting from an
event such as a merger, consolidation, reorganization, recapitalization,
reclassification, combination of shares, split-up or stock dividend. Options are
not assignable or transferable except by will, the laws of descent and
distribution or upon our written consent.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We anticipate that, in connection with the proposed sale by Mr. Jeff P.
Jordan of certain shares of our common stock as contemplated by the securities
purchase agreement dated January 11, 2005, our board of directors has approved
the transfer of all of our assets to Intellijet Marine, Inc., a wholly-owned
subsidiary of Marine Jet Technology Corp., and the assumption by Intellijet, and
Intellijet's indemnification of Marine Jet against, all of our obligations and
liabilities. We intend to enter into a formal assumption agreement with
Intellijet providing for the transfer of our assets and liabilities to
Intellijet prior to or at the closing of the stock sale provided for in the
securities purchase agreement. At the time of these transactions, Messrs. Jeff
P. Jordan and Wilbur Sebree and Mrs. Martha A. Jordan will be directors and
executive officers of both Marine Jet and Intellijet. In connection with the
transfer of our assets and liabilities to Intellijet, our board of directors has
authorized the distribution of all of the outstanding shares of common stock of
Intellijet owned by us to the stockholders of Marine Jet on a pro rata basis.
Each stockholder of Marine Jet will receive one restricted share of Intellijet
common stock for each one share of common stock of Marine Jet owned. On the date
of this information statement, Mr. Jordan controls approximately 70.1% of the
outstanding common stock of Marine Jet and he will control approximately 70.1%
of the outstanding common stock of Intellijet upon the distribution of
Intellijet stock by Marine Jet as described above.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly
caused this information statement to be signed on its behalf by the undersigned
thereunto duly authorized in the city of Redmond, Washington.
MARINE JET TECHNOLOGY CORP.
(Registrant)
Date: January 13, 2005 By: /s/ Jeff P. Jordan
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Jeff P. Jordan, President