UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14F-1
SCHEDULE 14F-1 INFORMATION
Information Statement Pursuant to Section 14(f)
of the Securities and Exchange Act of 1934 and
Securities and Exchange Rule 14f-1
IMAGINE MEDIA, LTD.
---------------------------------------
(Name of Registrant as Specified in its Charter)
Delaware 000-53316 26-0731818
---------------------------- --------------------- ----------------------------
(State or other jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
3030 Old Ranch Parkway
Suite 350
Seal Beach, CA 90740
----------------------------
(Address of principal executive offices)
Company's telephone number, including area code: (562) 280-0483
IMAGINE MEDIA, LTD.
3030 Old Ranch Parkway
Suite 350
Seal Beach, CA 90740
(562) 280-0483
December 21, 2011
INTRODUCTION
On September 19, 2011 we acquired 1,607,032 shares representing 52% of the
issued and outstanding common stock of TransBiotec, Inc. ("TBT") from TBT's
directors, in exchange for 12,416,462 shares of our common stock. As of
September 19, 2011, we had 1,500,000 outstanding shares of common stock.
We are in the process of issuing 11,241,348 additional shares of our common
stock to the remaining TBT shareholders in exchange for substantially all of the
remaining issued and outstanding shares of the common stock of TBT.
TBT has developed and patented an automatic preventative drunk driving
system called SOBR which is comprised of a blood alcohol detection system and
ignition interlock device. The Company believes SOBR offers a unique solution to
the national drunk driving problem.
SOBR can be either retrofitted or built into the steering wheel, yoke or
trim of any machine, including automobiles, busses, trucks, boats and aircraft.
For example, when a driver grasps a car steering wheel, the senor detects vapors
that emanate from the hands, and determines if there is ethanol alcohol content.
This information is instantly translated into an engine "start" or "no-start"
signal. If SOBR detects a Blood Alcohol Concentration ("BAC") that is above a
preset limit, the system does not allow the vehicle to start. In addition, SOBR
initiates random real-time tests while the vehicle is operating to ensure that
the operator's BAC does not increase over the preset limit after the vehicle is
started. If the system is tampered with while parked, the vehicle will not
start. If tampered with while driving, alarms will activate. If a vehicle is
equipped with a GPS system, SOBR can alert fleet operators or others monitoring
a vehicle of the detection of alcohol above legal limits.
VOTING SECURITIES
Our common stock is the only class of equity security that we have
outstanding. Each share of our common stock entitles its holder to one vote at
any meeting of our shareholders.
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MANAGEMENT
Following the acquisition of the Company's 52% interest in TBT, Greg Bloom
and Harlan Munn resigned as officers of the Company and the following persons
were appointed as the new management of the Company.
Name Age Position
---- --- --------
Charles Bennington 67 President, Chief Executive Officer, Principal
Financial Officer, Principal Accounting Officer
and Director
Ronald Williams 66 Chief Technology Officer
Nicholas Limer 66 Secretary and Director
The Company's directors serve until the next annual meeting of the
Company's shareholders and until their successors have been duly elected and
qualified. The Company's officers serve at the discretion of our directors.
Information concerning the Company's new management follows:
Charles Bennington has been TBT's President and its Principal Executive,
Financial and Accounting Officer since December 2006. Between May 2005 and
December 2006 Mr. Bennington was TBT's Chief Operating Officer. Mr. Bennington
has been a director of TBT since April 2005. Mr. Bennington holds a Degree in
Finance and Banking from the University of Miami, Ohio.
Ronald Williams has been TBT's Chief Technology Officer since October 28,
2005. Mr. Williams has been a Director of TBT since June 3, 2010. Since 1993,
Mr. Williams has owned and operated a mixed fruit tree orchard in Fallbrook,
California. Since 1972 Mr. Williams has worked as an aerospace engineer and
since 2005, Mr. Williams has been employed as a Principal Engineer for the
Aerospace Company in El Segundo, California. Mr. Williams holds a Bachelor of
Science Degree in physics from the University of California at Los Angeles and
has performed graduate studies in mechanical engineering and material
engineering at Cal State Northridge.
Nicholas Limer has been a director of TBT since April 8, 2005. Since 1998
Mr. Limer has acquired, developed and managed self storage properties in
Southern California and Hawaii. Mr. Limer's the Managing Member of McKenna's On
The Bay restaurant in Long Beach. Mr. Limer holds a Bachelor of Science Degree
in Aeronautical Engineering form the Ply Technical Institution of Brooklyn, a
Masters of Science Degree in Engineering from California State University, Long
Beach and a Masters of Business Administration Degree from California State
University, Long Beach.
Ten days after the Company's compliance with Rule 14f-1 of the Securities
and Exchange Commission, Gregory Bloom and Harlan Munn will resign as directors
of the Company and Ronald Williams, Sam Satyanarayana and Devadatt Mishal will
be appointed additional directors of the Company.
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Sam Satyanarayana (age 71) has been a director of TBT since June 3, 2010.
Between October 2004 and December 2006 Mr. Satyanarayana was TBT's Chief
Executive Officer and President. Since 1990 Mr. Satyanarayana has been the Chief
Executive Officer of Autosense International which designs, manufactures and
markets breath alcohol ignition devices. Mr. Satyanarayana holds a Bachelor of
Science Degree in Computer Engineering from the University of Mysore, India, a
Masters of Science in Engineering from Oklahoma State University and a Masters
of Business Administration from the University of Rochester.
Devadatt Mishal (age 63) has been a director of TBT since June 3, 2010. Dr.
Mishal has been practicing a Obstetrician and Gynecologist since March 1982 in
Downy, California. Dr. Mishal received his medical degree from Lokmanya Tilak
Municipal Medical College and Maharashtra University of Health Sciences in
Mumbai, India.
Following their appointment, Sam Satyanarayana and Devadatt Mishal will be
independent directors as that term is defined in section 803 of the listing
standards of the NYSE AMEX. No director is a "financial expert" as that term is
defined in the regulations of the Securities and Exchange Commission.
The following table shows the shares owned by the Company's officers,
directors, and shareholders owning beneficially 5% or more of the Company's
common stock, as well as the shares owned by all of the Company's officers and
directors as a group, including the directors to be appointed after the
Company's compliance with Rule 14f-1 of the Securities and Exchange Commission
as of September 19, 2011, the date that the Company acquired its 52% interest in
TBT. The table also shows the percentage ownership of these persons assuming the
Company acquires substantially all of the remaining outstanding shares of TBT.
Unless otherwise indicated, each owner has sole voting and investment power
over their shares of common stock.
% of Approximate % of
outstanding outstanding
shares owned shares owned
after acquisition after acquisition
of 52% interest of approximate 100%
Name and Address Shares Owned in TBT interest in TBT
---------------- ------------ ------------- ---------------
Charles Bennington 1,004,422 7.22 4.0
3030 Old Ranch Parkway,
Ste 350
Seal Beach, CA 90740
Ronald Williams -- -- --
35569 Rice Canyon Road
Fallbrook CA 92028
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Nicholas Limer 5,466,720 (1) 39.28 21.7
3030 Old Ranch Parkway, Ste 350
Seal Beach, CA 90740
Sam Satyanarayana 5,636,267 40.5 22.4
683 E. Brokaw Rd
San Jose, Ca 95112
Devadtt Mishal 309,053 2.22 1.2
8500 Florence Ave. E.
Downey, CA 90241
Gregory A. Bloom 40,000 * *
1543 10th St., #3
Santa Monica, CA 90401
Harlan Munn 39,350 *
*
5758 Singletree Lane
Parker, Colorado 80134
Downey, CA 90241
All officers and directors
as a group (7 persons) 2,495,812 89.8 49.7
(1) 3,245,060 of these shares are held of record by relatives of Mr. Limer.
However Mr. Limer is deemed to be the beneficial owner of these shares.
* Less than 1%
Audit, Nominating and Compensation Committees
Our Board of Directors does not have standing audit, nominating or
compensation committees, committees performing similar functions, or charters
for such committees. Instead, the functions that might be delegated to such
committees are carried out by our Board of Directors, to the extent required.
Our Board of Directors believes that the cost of associated with such
committees, has not been justified under our current circumstances.
Given our lack of operations to date, our Board of Directors believes that
its current members have sufficient knowledge and experience to fulfill the
duties and obligations of an audit committee. None of the current Board members
is an "audit committee financial expert" within the meaning of the rules and
regulations of the SEC.
Our Board of Directors does not currently have a policy for the
qualification, identification, evaluation, or consideration of board candidates
and does not think that such a policy is necessary at this time, as it believes
that, given the limited scope of our operations, a specific nominating policy
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would be premature and of little assistance until our operations are at a more
advanced level. Currently the entire Board decides on nominees.
Our Board of Directors does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for
directors. We do not have any restrictions on shareholder nominations under our
articles of incorporation or bylaws. The Board will consider suggestions from
individual shareholders, subject to an evaluation of the person's merits.
Shareholders may communicate nominee suggestions directly to the Board,
accompanied by biographical details and a statement of support for the nominees.
The suggested nominee must also provide a statement of consent to being
considered for nomination. There are no formal criteria for nominees.
In the future, our directors may create committees and policies as they
determine to be advisable.
Code of Ethics
Due to the limited scope of our current operations, we have not adopted a
code of ethics that applies to our principal executive officer, principal
financial officer, and principal accounting officer or controller, or persons
performing similar functions.
Board of Directors Meetings
Our Board of Directors did not hold any formal meetings during the year
ended December 31, 2010.
Communication to the Board of Directors
Holders of our common stock may send written communications to our entire
board of directors, or to one or more board members, by addressing the
communication to "the Board of Directors" or to one or more directors,
specifying the director or directors by name, and sending the communication to
our offices in Seal Beach, California. Communications addressed to the Board of
Directors as whole will be delivered to each board member. Communications
addressed to a specific director (or directors) will be delivered to the
director (or directors) specified.
Security holder communications not sent to the board of directors as a
whole or to specified board members will be relayed to board members.
EXECUTIVE COMPENSATION
Imagine Media Compensation
During the two years ended December 31, 2010 we did not pay any
compensation to Gregory Bloom or Harlan Munn.
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We do not have employment agreements with any of our officers or directors.
None of our officers or directors hold any options or other types of equity
awards. We do not have any type of equity incentive plans, retirement plans or
similar plans or arrangements for our officers or directors. We have not entered
into any contracts or arrangements with our officers or directors that would
provide them with forms of compensation resulting from their resignation,
retirement, or any other termination of their employment with us or from a
change-in-control of us or a change of their responsibilities following a
change-in-control.
None of our directors received any compensation for service as a director
of during our fiscal year ended December 31, 2010.
We do not have any policies or procedures with respect to the review,
approval or ratification of transactions with related parties.
Our Board of Directors does not have a "leadership structure" since each
board member is free to introduce any resolution at any meeting of our directors
and is entitled to one vote at any meeting.
TBT Compensation
The following table sets shows the amounts awarded, paid to, or earned by
TBT's officers during its three fiscal years ended December 31, 2010:
=========================================================================================
All Other
Stock Option Annual
Name and Fiscal Salary Bonus Awards Awards Compensation
Principal Year (1) (2) (3) (4) (5) Total
Position
-----------------------------------------------------------------------------------------
Charles Bennington2010 $120,000 -- -- -- -- $120,000
President and 2009 $120,000 -- -- -- -- $120,000
Chief Executive 2008 -- -- -- -- -- --
Officer
Ronald Williams 2010 -- -- -- -- -- --
Chief Technology 2009 -- -- -- -- -- --
Officer 2008 -- -- -- -- -- --
Nicholas Limer 2010 -- -- -- -- -- --
Secretary 2009 -- -- -- -- -- --
2008 -- -- -- -- -- --
(1) The dollar value of base salary (cash and non-cash) earned.
(2) The dollar value of bonus (cash and non-cash) earned.
(3) During the periods covered by the table, the value of TBT's shares issued
as compensation for services to the persons listed in the table.
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(4) The value of all stock options granted during the periods covered by the
table.
(5) All other compensation received that TBT could not properly report in any
other column of the table.
Employment Agreements
In May 2011 TBT entered into an employment agreement with Mr. Bennington
which expires on the earlier of December 31, 2016 or Mr. Bennington's death. The
employment agreement provides that TBT would pay Mr. Bennington a salary of
$120,000 during the first year of the agreement, $156,000 during the second year
of the agreement, $172,000 during the third year of the agreement, $190,000
during the fourth year of the agreement and $208,000 during the fifth year of
the agreement. In addition the agreement allows Mr. Bennington to participate in
all employee benefit plans generally available to TBT's employees.
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