Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14F-1
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(F) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14F-1 THEREUNDER
IVEDA
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
000-53285
(Commission
File Number)
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Nevada
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98-0611159
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(State
or other jurisdiction of Incorporation of organization)
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(IRS
Employer Identification Number)
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60
Mt. Kidd Point SE
Calgary,
Alberta T2Z 3C5
Canada
(Address
of Principal Executive Offices)
(403)
831-2202
(Issuer's
Telephone Number, Including Area Code)
Charmed
Homes Inc.
(Former
Name of Registrant)
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INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
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IVEDA
CORPORATION IS NOT SOLICITING PROXIES IN CONNECTION WITH THE MATTERS DESCRIBED
IN THIS INFORMATION STATEMENT. NO VOTE OR OTHER ACTION BY SHAREHOLDERS OF
IVEDA CORPORATION IS REQUIRED TO BE TAKEN IN CONNECTION WITH THIS INFORMATION
STATEMENT.
This
Information Statement is being mailed on or about September 16, 2009 to the
holders of the outstanding shares of common stock, $.00001 par value, of Iveda
Corporation, a Nevada corporation previously known as Charmed Homes Inc. ("we," "us," "our," or the "Company"), in accordance with
the requirements of Section 14(f) of the Securities and Exchange Act of 1934, as
amended (the "Exchange
Act") and Rule 14f-1 promulgated thereunder.
We are
not asking you to take any action in connection with the expected resignation of
both of our current directors and the appointment of three designees of
IntelaSight, Inc., a Washington corporation dba Iveda Solutions ("IntelaSight"), to our Board of
Directors, as required by the Merger Agreement dated January 8, 2009 ("Merger Agreement"), by and among the
Company, IntelaSight, Charmed Homes Subsidiary, Inc., a Nevada corporation
("Merger Sub") and
certain shareholders of the Company. In this Information Statement we refer
to the transactions contemplated under the Merger Agreement as, collectively,
the "Merger
Transaction," and we refer to the consummation of Merger
Transaction, which is anticipated to take place by September 30, 2009, as the
"Closing." This
Information Statement is being provided solely for information purposes and not
in connection with a vote of our shareholders.
We
previously furnished you with an Information Statement/Prospectus related to the
Merger Transaction, dated August 14, 2009, and further details concerning the
Merger Transaction and its approval by the constituent companies are contained
in the Information Statement/Prospectus. We urge you to carefully
review this Information Statement and the Information Statement/Prospectus in
their entirety, including all of the attachments to the Information
Statement/Prospectus.
BACKGROUND
You are
receiving this Information Statement in connection with the expected resignation
of both of the two members of our current Board of Directors – Ian Quinn and
Kevin Liggins – and the appointment of three new directors to our Board of
Directors – David Ly, Greg Omi and Jody Bisson (the "IntelaSight Designees") as more fully
described below.
On
January 8, 2009, the Company entered into the Merger Agreement, pursuant to
which the Merger Sub will merge with and into IntelaSight and IntelaSight will
become a wholly-owned operating subsidiary of the Company. Full
details concerning the Merger Transaction are contained in the section of the
Information Statement/Prospectus entitled "The Merger" on pages 30-38 of the
Information Statement/Prospectus, which is incorporated herein by this
reference.
The
proposed change in composition of our Board of Directors will occur at the
Closing of the Merger Transaction, which is expected to occur by September 30,
2009, and is subject to the satisfaction of certain closing conditions contained
in the Merger Agreement.
CHANGE
IN CONTROL TRANSACTION
At the
Closing of the Merger Transaction, we will issue a total of 9,036,800 shares of
our common stock, options to purchase 1,195,229 shares of our common stock, and
warrants to purchase 559,278 shares of our common stock to the existing security
holders of IntelaSight. In addition, as conditions to the Closing of
the Merger Transaction, we will complete a reverse split of our common stock to
reduce the number of outstanding shares from 6,690,000 to 3,345,000 shares and
Ian Quinn and Kevin Liggins will sell 2.5 million post-reverse split shares of
our common stock to IntelaSight. These actions will result in a
change in control of the Company.
Our
common stock is the only class of equity security that we currently have
outstanding and which is entitled to vote. Each share of our common stock
entitles the holder thereof to one vote. As of September 15, 2009, there
were 6,690,000 shares of our common stock outstanding.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
section of the Information Statement/Prospectus entitled "Information About
Charmed – Security Ownership of Certain Beneficial Owners of Charmed" on page 53
is incorporated herein by this reference.
Section
16(a) of the Securities Exchange Act of 1934 requires our officers, directors
and persons who own more than 10% of our common stock to file reports of
ownership and changes in ownership of our common stock. Based solely upon
our review and representations by our officers, directors and 10% owners of our
common stock, we believe these individuals filed all reports required by Section
16(a) of the Securities Exchange Act of 1934 during our fiscal year ended
January 31, 2009.
LEGAL
PROCEEDINGS
To our
knowledge, none of our directors, officers or affiliates, none of the
IntelaSight Designees, and no owner of record or beneficial owner of more than
5% of our securities, or any associate of any of the foregoing, is a party
adverse to us, or has a material interest adverse to us, in any material
proceeding.
CURRENT
DIRECTORS AND EXECUTIVE OFFICERS
The
section of the Information Statement/Prospectus entitled "Information About
Charmed – Management of Charmed" on page 52 is incorporated herein by this
reference.
INFORMATION
CONCERNING THE INTELASIGHT DESIGNEES TO OUR BOARD OF DIRECTORS
If the
Merger Transaction closes, our Board of Directors will consist solely of the
three IntelaSight Designees – David Ly, Greg Omi and Jody Bisson. You
are not being asked to vote for the election of the IntelaSight
Designees. The section of the Information Statement/Prospectus
entitled "Information About Iveda – Management" on page 76 contains full
biographical information about the IntelaSight Designees and is incorporated
herein by this reference.
BOARD
OF DIRECTORS' COMMITTEES AND CORPORATE GOVERNANCE
Board
Meetings
During
the fiscal year ended January 31, 2009, our board of directors did not hold any
meetings but solely approved corporate actions by written consent in lieu of
holding board meetings. Our board of directors has not established any
committees and thus there were no committee meetings held during fiscal
2009.
Policy
Regarding Director Attendance at Annual Meeting
During
the fiscal year ended January 31, 2009, we did not hold an annual meeting of
shareholders and do not have a policy regarding attendance by our directors at
any annual meetings of shareholders.
Committees
of the Board of Directors
Our board
of directors has not established any committees of the board of
directors. All matters relating to audit, compensation and nominations are
considered and acted upon by the entire board of directors. The
board's decision not to have any standing committees and instead to have the
entire board perform these functions is due to the small size of the
company. None of our directors or officers have the qualifications or
experience to be considered a financial expert. We believe the cost related to
retaining a financial expert at this time is prohibitive. Further, because of
our limited operations, we believe the services of a financial expert are not
warranted and are unnecessary.
While the
entire board participates in compensation decisions, as no compensation has been
paid to date to the Company's officers or directors, the Company has not
established any formal procedures related to determining executive and director
compensation.
Following
the Closing, the then current directors intend to meet to determine which
committees to establish and the persons most appropriate to serve on such
committees, if any. It is anticipated that an audit committee will be
established following the Closing. However, no assurance can be given
that our board of directors will establish any committees.
Nominee
Recommendation Procedures
Our board
of directors has not established a formal process for shareholders to nominate
directors or to send communications to members of the board of
directors. As of the date of this filing, our board of directors has never
received any nominations from shareholders and thus did not believe establishing
a formal policy would be necessary. Any stockholder may send a
communication or nomination to any member of the board of directors to our
address at 60 Mt. Kidd Point SE, Calgary, Alberta T2Z 3C5, Canada, Attn: Chief Executive
Officer. If we receive a communication, it will be forwarded to the relevant
member of our board of directors, and if we receive a director nomination, it
will be forwarded to the entire board of directors.
None of
our existing or incoming directors would be considered independent under the
definition of independence used by any national securities exchange or any
inter-dealer quotation system, other than Mr. Omi and Ms. Bisson, who would each
be deemed independent under the NASDAQ director independence standard as both
directors and as members of a committee if the Company had
committees. No transactions not disclosed pursuant to Item 404 of
Regulation S-K were considered in making the determination that Mr. Omi and Ms.
Bisson are independent.
EXECUTIVE
COMPENSATION
The
section of the Information Statement/Prospectus entitled "Information About
Charmed – Management Contracts" on page 53 is incorporated herein by this
reference.
Compensation
Committee Report; Compensation Committee Interlocks and Insider
Participation
As a
smaller reporting company, we are not required to provide the disclosure
required by these items.
Director
Compensation
We did
not compensate any of our directors for their services as directors during
fiscal 2009, nor do we have any such compensation arrangements currently in
place. In the future, we may adopt a policy of paying directors a fee for
their attendance at board and committee meetings.
We plan
to enter into indemnification agreements with each of our directors (and our
executive officers) on terms which we believe are reasonable and customary and
comparable to those entered into by other publicly-traded companies in the
United States following the Closing.
The
section of the Information Statement/Prospectus entitled "Information About
Charmed – Certain Relationships and Related Transactions of Charmed" on page 53
is incorporated herein by this reference.
The
Company has not established any formal policies concerning review and approval
of related party transactions that would be required to be disclosed by the
Company pursuant to Item 404 of Regulation S-K.
None of
the Company's current directors are independent. Although the Company is not
subject to any listing standards with respect to director independence, for
purposes of this determination the Company used the NASDAQ director independence
standard.
On January 8, 2009, we entered into the Merger Agreement with IntelaSight. Under the terms of the Merger Agreement IntelaSight will
become our wholly-owned subsidiary and we will issue, in the aggregate,
9,036,800 shares of our common stock, options to purchase 1,195,229 shares of
our common stock, and warrants to purchase 559,278 shares of our common stock to
the existing security holders of IntelaSight. As a result, and due to the conditions to the
Closing of the Merger Transaction that we complete a reverse split of our common
stock to reduce the number of outstanding shares from 6,690,000 to 3,345,000
shares and Ian Quinn and Kevin Liggins sell 2.5 million post-reverse split
shares of our common stock to IntelaSight, the IntelaSight shareholders, which include the
IntelaSight Designees, will own approximately 92.7% of our outstanding stock after the Closing. In connection with the Closing, we
will issue securities to the individuals being appointed to
our board of directors as discussed herein in exchange for their IntelaSight securities on the same
basis as other IntelaSight security holders.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the reporting requirements of the Exchange Act and its rules and
regulations. The Exchange Act requires us to file reports, proxy
statements and other information with the SEC. Copies of our reports,
proxy statements and other information can be read and copied at: SEC
Public Reference Room, 100 F Street NE, Washington,
D.C. 20549. Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC
maintains a Web site that contains reports, proxy statements and other
information regarding issuers that file electronically with the
SEC. These materials may be obtained electronically by accessing the
SEC's home page at http://www.sec.gov. Copies of our filings will
also be made available to any of our shareholders, free of charge, upon written
request to: Iveda Corporation, 60 Mt. Kidd Point SE, Calgary,
Alberta T2Z 3C5, Canada, Attn: Chief Executive
Officer.
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Company has duly caused this
Information Statement to be signed on its behalf by the undersigned hereunto
duly authorized.
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IVEDA
CORPORATION
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/s/ Ian
Quinn
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Ian
Quinn, Chief Executive Officer
Dated: September
15, 2009
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