-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MZyUOXOSxBC45Aavv9RqY0C/R9Bhqo1IL28/iRkONhTTSQpIypvxarKDt7R9GAtJ acCannlUrnwi3/HCWR018g== 0001019687-01-000147.txt : 20010212 0001019687-01-000147.hdr.sgml : 20010212 ACCESSION NUMBER: 0001019687-01-000147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010208 ITEM INFORMATION: FILED AS OF DATE: 20010209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMKI INC CENTRAL INDEX KEY: 0000949113 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 330662114 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26578 FILM NUMBER: 1530020 BUSINESS ADDRESS: STREET 1: 3355 MICHELSON DR STREET 2: SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9497943000 MAIL ADDRESS: STREET 1: 3355 MICHELSON DR STREET 2: SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK COMMUNICATIONS INC/NV DATE OF NAME CHANGE: 19990825 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK INTERNATIONAL INC DATE OF NAME CHANGE: 19950808 8-K 1 0001.txt LMKI, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: February 8, 2001 (Date of earliest event reported) LMKI, INC. (Exact name of registrant as specified in its charter) Nevada 0-26578 33-0662114 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 3355 Michelson Drive, Suite 300, Irvine, California 92612 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 794-3000 Not applicable (Former name or former address, if changed since last report) Item 1. Change in control of registrant. Not applicable. Item 2. Acquisition or disposition of assets. Not applicable. Item 3. Bankruptcy or receivership. Not applicable. Item 4. Changes in registrant's certifying accountant. Not applicable. Item 5. Other. On Wednesday, February 7, 2001, LMKI, Inc. (the "Company") announced to the public in a press release that its new corporate name is "Myrient, Inc." The Company has completed the formal change with all necessary approval from the Board of Directors and a majority of the Shareholders, and will begin trading with the stock ticker symbol "MYNT" on Thursday, February 8, 2001. Item 6. Resignations of registrant's directors. Not applicable. Item 7. Financial Statements and Exhibits. Press Release on February 7, 2001. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on February 8, 2001. LMKI, INC. By /S/ BRYAN L. TURBOW ---------------------- Bryan L. Turbow President 3 LMKI, INC. 3355 MICHELSON DRIVE, SUITE 300 IRVINE, CALIFORNIA 92612 To Our Stockholders: Notice is hereby given that on September 14, 2000 the Board of Directors and the holders of a majority of the issued and outstanding voting securities (the "CONSENTING STOCKHOLDERS") of LMKI, Inc., a Nevada corporation (the "COMPANY"), approved the following action by the Company: Amendment to Article One of the Company's Articles of Incorporation changing the Company's name from LMKI, Inc. to Myrient, Inc. The Board of Directors fixed the close of business on September 14, 2000 as the record date for the determination of stockholders entitled to vote with respect to the above action. The Consenting Stockholders, whose outstanding securities represent approximately 66.2% of the Company's outstanding securities entitled to vote on the above action, have consented to the above action. Therefore, because the Company has the requisite amount of stockholder votes necessary to approve this action, the Company does not intend to hold a special stockholders meeting to consider this action and is not soliciting proxies from the other stockholders. In lieu thereof, the Company has prepared an Information Statement pursuant to Section 14c of the Securities Exchange Act of 1934 describing the action, which is expected to become fully effective on or about March 9, 2001. All necessary corporate approvals in connection with the matters referred to herein have been obtained. By Order of the Board of Directors /s/ Bryan Turbow Bryan Turbow President Irvine, California February 8, 2001 LMKI, INC. 3355 MICHELSON DRIVE, SUITE 300 IRVINE, CALIFORNIA 92612 ---------------------------------------- INFORMATION STATEMENT ---------------------------------------- WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. This Information Statement is being furnished to the stockholders of record as of September 14, 2000 (the "RECORD DATE") of LMKI, Inc., a Nevada corporation (the "COMPANY") in connection with an amendment to the Company's Articles of Incorporation, changing the Company's name from LMKI, Inc. to Myrient, Inc. On September 14, 2000, the Board of Directors and the holders of a majority of outstanding voting securities of the Company on the Record Date (the "CONSENTING STOCKHOLDERS") approved the amendment to the Articles of Incorporation by written consent. A copy of the Unanimous Written Consent of the Board of Directors and a copy of the Written Consent of the Majority Stockholders are attached as EXHIBIT "A" and EXHIBIT "B," respectively. The Company will cause the amendment to the Articles of Incorporation to become effective twenty (20) days after this Information Statement is first sent to the stockholders of the Company. REQUISITE STOCKHOLDER APPROVAL ------------------------------ OUTSTANDING SECURITIES AND VOTING RIGHTS As of the Record Date, there were issued and outstanding 41,796,795 shares of the Company's common stock, $0.001 par value (the "COMMON STOCK") and 3800 shares of the Company's preferred stock, $0.001 par value (the "PREFERRED STOCK"). The Consenting Stockholders held approximately 27,680,000 shares of Common Stock, or approximately 66.2% of the Company's issued and outstanding Common Stock. Each holder of Common Stock would normally be entitled to one vote in person or by proxy for each share of Common Stock in his or her name on the books of the Company, as of the Record Date, on any matter submitted to the vote of stockholders. However, under Nevada Revised Statutes Section 78.315(2), any action which may be taken at a stockholders' meeting may be taken by written consent of the requisite number of stockholders required to take such action. The approval of the amendment to the Articles of Incorporation requires the affirmative vote or written consent of a majority of the Company's outstanding Common Stock. On September 14, 2000, the Consenting Stockholders consented to the amendment to the Articles of Incorporation changing the name of the Company from LMKI, Inc. to Myrient, Inc. The corporate action described in this Information Statement will not afford the stockholders the opportunity to dissent from the action described herein or to receive an agreed or judicially appraised value for their shares. THE CONSENTING STOCKHOLDERS Stockholders of the Company, representing voting rights equal to approximately 66.2% of the shares entitled to vote on Company matters, have delivered written consents to amend the Articles of Incorporation. The following table summarizes the security ownership of the Consenting Stockholders of the Company: Number of Common Percentage of Shares Entitled to Vote Common Stock Name As of Record Date As of Record Date ---- ----------------- ----------------- William Kettle 15,680,000 37.5% Bryan Turbow 12,000,000 28.7% These shares represent approximately 66.2% of the outstanding Common Stock of the Company. Therefore, the proposal has been approved by written consent of the Consenting Stockholders and will take effect twenty (20) days after this Information Statement is first sent to the stockholders. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as to the beneficial ownership of the capital stock of the Company as of September 14, 2000, by: (i) each person known to the Company to beneficially own more than five percent (5%) of the capital stock of the Company; (ii) each of the Company's directors; (iii) certain of the Company's executive officers; and (iv) all executive officers and directors as a group.
Approximate Name Address No. of Shares Owned Percentage Owned - -------------------------------------------------------------------------------------------------------------------- William J. Kettle (1)(3) 1720 East Garry Ave., Suite 201 15,680,000 37.5% Santa Ana, CA 92705 Bryan L. Turbow (2) 3355 Michelson Dr., Suite 300 Irvine, CA 92612 12,000,000 28.70% Barry Hall (2) 3861 Sepulveda Blvd. Culver City, CA 90230 50,000 * Teresa Throenle (2) 8303 Alondra Boulevard, 2nd Fl Paramount, CA 90723 25,000 * John W. Diehl, Jr. (4) 2972 Mindanao Drive Costa Mesa, CA 92626 500,000 1.2% A. Maria Kettle (1) 1720 East Garry Ave., Suite 201 Santa Ana, CA 92705 20,000 * Christopher Capadouca (2)(7) 3355 Michelson Dr., Suite 300 Irvine, CA 92612 100,000 * Named Officers and Directors as a Group (3 persons) - 12,250,000 29% - ---------------
* Less than 1% (1) William J. Kettle and Maria Kettle resigned from all positions with Company effective August 8, 2000. The shares held by William Kettle are subject to an irrevocable proxy pursuant to which all shares held by him in excess of 19.99% of the outstanding shares are voted by Barry Hall, Leonard Kajimoto, and Peter Hobbs as proxy holders. (2) Current Officer and/or Director. (3) Includes 7,000,000 shares held by the Chapman Group, a trust in which William Kettle is the Trustee. (4) John Diehl resigned as Chief Financial Officer on August 28, 2000. (5) Represents options to purchase 50,000 shares of common stock. (6) Represents options to purchase 25,000 shares of common stock. (7) Represents options to purchase 100,000 shares of common stock. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person. CHANGE OF CORPORATE NAME ------------------------ The Board of Directors and the Consenting Stockholders have approved and consented to an amendment to Article One of the Articles of Incorporation, changing the name of the Company from LMKI, Inc. to Myrient, Inc. REASON FOR THE AMENDMENT LMKI is in the process of streamlining its operations and refining its focus and image in an effort to better respond to new business opportunities. The Board of Directors believes that a new name is necessary to help achieve this broad objective. The new name will convey an image of the new company as a managed service provider, focused on providing its users with a wide range of broadband network solutions. Additionally, the new name will highlight the Company's new management and paradigm. OTHER BUSINESS No further business will be transacted by Written Consent to corporate action in lieu of meeting of stockholders to which this Information Statement pertains. COSTS OF INFORMATION STATEMENT This Information Statement has been prepared by the Company and its Board of Directors, and the Company will bear the costs of distributing this Information Statement to stockholders, including the expense of preparing, assembling, printing, and mailing the Information Statement and attached materials. Although there is no formal agreement to do so, the Company may reimburse banks, brokerage houses, and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding this Information Statement and related materials to stockholders. The Company may pay for and use the services of other individuals or companies not regularly employed by the Company in connection with the distribution of this Information Statement if the Board of Directors of the Company determines that this is advisable. By Order of the Board of Directors Bryan Turbow Chief Executive Officer EXHIBIT A UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS --------------------------------------------------- UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF LMKI, INC., A Nevada corporation The undersigned, being all of the directors of LMKI, Inc., a Nevada corporation (the "Corporation"), acting pursuant to the authority vested in them by Nevada Revised Statutes Section 78.315(2), hereby adopt the following recitals and resolutions by their unanimous written consent thereto, effective September 14, 2000, hereby waiving all notice to and the holding of a meeting of the Board of Directors (the "Board") to act upon such resolutions. AMENDED ARTICLES OF INCORPORATION --------------------------------- WHERESAS, the Board deems it to be in the best interest of the Corporation to amend the Articles of Incorporation of the Corporation to change the name of the Corporation from "LMKI, Inc." to "Myrient, Inc." RESOLVED, that Article One of the Articles of Incorporation of the Corporation be amended and restated in its entirety as follows: FIRST: The name of the corporation shall be Myrient, Inc. RESOLVED, that the officers of the Corporation are, and each acting alone is, hereby authorized and directed to solicit the necessary shareholder approval of the foregoing amendments to the Articles of Incorporation of the Corporation; and RESOLVED FURTHER, that, upon shareholder approval of the foregoing amendments to the Articles of Incorporation of the Corporation, the officers of the Corporation are, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to execute and file an amendment to the Articles of Incorporation with the Nevada Secretary of State, in the form and manner required by the laws of the State of Nevada, to execute and deliver all certificates, authorizations and other written instruments and in general to do all acts necessary or appropriate to carry out the purposes of all of the foregoing resolutions. COUNTERPART EXECUTION, FACSIMILE TRANSMISSION --------------------------------------------- RESOLVED, that this Unanimous Written Consent may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same original; and RESOLVED FURTHER, that the directors of the Corporation may deliver their executed counterparts of this Unanimous Written Consent to the Secretary of the Corporation by facsimile transmission, and no confirmation of such delivery by the mailing or personal delivery of an executed original of this Unanimous Written Consent to the Secretary of the Corporation shall be required in order for this Unanimous Written Consent to be effective. IN WITNESS WHEREOF, the undersigned, being all of the directors of the Corporation, have executed this Unanimous Written Consent of the Board of Directors of LMKI, Inc. to be effective as September 14, 2000. /s/ Jeanette Hall /s/ Bryan Turbow - ------------------------------ ------------------------------ Jeanette Hall Bryan Turbow /s/ Teresa M. Throenle /s/ Barry Hall - ------------------------------ ------------------------------ Teresa M. Throenle Barry Hall EXHIBIT B WRITTEN CONSENT OF THE MAJORITY OF STOCKHOLDERS ----------------------------------------------- WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS OF LMKI, INC., A NEVADA CORPORATION The undersigned, being the majority stockholders of LMKI, INC., a Nevada corporation (the "Corporation"), acting pursuant to the authority of Nevada Revised Statutes Section 78.320(2), hereby adopt the following recitals and resolutions by written consent thereto, effective as of September 14, 2000, hereby waiving all notice to and the holding of a meeting to act upon such resolutions. AMENDED ARTICLES OF INCORPORATION --------------------------------- WHEREAS, it is deemed to be in the best interest of the Corporation to amend the Articles of Incorporation of the Corporation to change the name of the Corporation from "LMKI, Inc." to "Myrient, Inc." RESOLVED, that Article One of the Articles of Incorporation of the Corporation be amended and restated in its entirety as follows: FIRST: The name of the corporation shall be Myrient, Inc. IN WITNESS WHEREOF, the undersigned, being the majority stockholders of the Corporation, have executed this Written Consent of the Majority Stockholders of LMKI, Inc. effective as of September 14, 2000. /s/ Bryan Turbow ------------------------------------------------- BRYAN TURBOW (Holder of 31.8% of Common Stock) Voting proxy for William J. Kettle's shares (20%) Requires 2 of the 3 signors below /s/ Barry Hall ------------------------------------------------- Barry Hall /s/ Leonard Kajimoto ------------------------------------------------- Leonard Kajimoto ------------------------------------------------- Peter Hobbs EX-16 2 0002.txt PRESS RELEASE [MYRIENT LOGO HERE] press release LMKI ANNOUNCES CORPORATE NAME CHANGE TO MYRIENT(TM) Introduction of New Name Establishes Marketing Direction for Product Offerings, Service Delivery Commitments and Research and Development Objectives IRVINE, California - FEBRUARY 7, 2001 - LMKI (OTCBB: LMKI), a single source Managed Service Provider (MSP), announced today that it will now operate under the name Myrient, effective immediately. The Corporation has completed the formal change, and will begin trading with the stock ticker symbol "MYNT" on Thursday, February 8, 2001. "Myrient is a reflection of the company's efforts to provide a Myriad of Enterprise Solutions(TM), and not only drives our marketing and branding strategy, but also guides the range of products and services we offer. As the telecommunications and business technology markets evolve, we expect employees, clients, and investors to recognize our leadership in providing a complete set of services to businesses through our Real Private Network(TM) (RPN) (TM) solutions," stated Bryan L. Turbow, President and Interim CEO, Myrient. Myrient continues to develop strategic partnerships with industry leaders in the telecommunications, hardware and software industries, and will expand business development efforts to create an advanced network of communications and technology products, which will enable the Company to offer managed services to the growing market for outsourced solutions. "We recognize the importance of building a one-stop destination for the client's communications and technology needs," said Thomas Bedwell, Vice President, Strategic Business Development, Myrient. "Our organization's role exceeds that of the typical service provider, in that we architect and coordinate the delivery of multiple offerings and provide as much additional value as possible, rather than focus on a single product. As we enhance our position in the marketplace, our new name better express's our commitment to providing dynamic solutions through innovative technology and exceptional customer service." Myrient has implemented state of the art process improvements and operational support systems and has instilled a culture of customer-driven priorities into its employees to provide the best customer experience possible. "Our employees take center stage in this next step of our company's evolution because they are the face of Myrient", said Len Kajimoto, Vice President, Operations, Myrient. "Dedicated employees build our relationships with the customer by delivering successfully on our commitments." Myrient has expanded it's Research and Development efforts by attracting experienced engineers and fostering a creative climate for them to develop novel solutions to fulfill the growing needs of business customers. "Our Research and Development efforts have increased substantially and we are excited to deploy the resulting new and improved products and services throughout our national network. The name change truly reflects our new direction in providing advanced communications solutions," said Brent Chalker, Director of Network and Systems Engineering, Myrient. Myrient's sales and marketing program is designed to promote the single source business model so that both current and prospective customers can benefit from the addition of new products and services as their business needs evolve. Myrient's approach to attain its revenue objectives is based upon the offering of value-added services to its existing customer base, and the targeting of enterprise accounts through both direct and partner channels. "Getting the word out about Myrient's products and services is paramount to our growth and success," said Barry Turbow, Vice President of Marketing, Myrient. "Our profit growth objectives are extremely aggressive, yet attainable and built on sound strategies. We strongly feel that profitability is an immediate requirement, not a long-term goal to strive for. We look forward to growing business at an aggressive rate; however, at a sustainable and progressive growth rate to enable the Company to maximize net profit margins. Our marketing strategy is to expand our customer base by selectively targeting vertical markets that enhance our role as a single sourced MSP. Selective expansion of our customer base strengthens our position in the industry and affords future potential for diversification." The name "Myrient(TM)" was chosen as it reflects the Corporation's evolution from being a broadband communications solution provider into the single source MSP it is today. About Myrient(TM) Myrient(TM) (OTCBB:LMKI) is a single source Managed Service Provider (MSP) specializing in Private Networking, Broadband Internet Access, Internet and Intranet based Web Hosting, Hosted Application Services, Intelligent Routing and Content Delivery Services, Network and Systems Management, and Professional Services. Myrient's(TM) extensive experience in deploying enterprise private networking solutions has resulted in a proprietary technology called REAL PRIVATE NETWORK(TM) (RPN) (TM). Our RPN(TM) Infrastructure enables customers to outsource all of their business communications needs, while ensuring the highest level of security and reliability. Our solutions offer unparalleled value through our proprietary network design and enabling technologies, which efficiently leverage our partners' network capacity. More information regarding Myrient(TM) may be found at www.Myrient.net or by sending e-mail to investor@myrient.net. For sales inquiries, send e-mail to sales@myrient.net, for agent inquiries, send e-mail to agent@myrient.net. ### "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: Except for historical information, the matters discussed in this news release may be considered forward- looking statements could be subject to certain risks and uncertainties that could cause the actual results to differ materially from those projected. These include uncertainties in the market, competition, legal, success of marketing efforts and other risks detailed from time to time in the company's SEC reports. The company assumes no obligation to update the information in this release. Company Contact: Investor Relations Myrient(TM) (949) 794-3000 (949) 567-7465 fax investor@myrient.net www.myrient.net -----END PRIVACY-ENHANCED MESSAGE-----