SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
§240.13e-100.
Schedule
13E-3, Rule 13e-3 Transaction Statement Pursuant to Section 13(e) of the
Securities Exchange Act of 1934 and Rule 13e-3 thereunder.
RULE
13e-3 TRANSACTION STATEMENT
(Pursuant
to Section 13(e) of the Securities Exchange Act of
1934)
TRINSIC,
INC.
(Name
of
the Issuer)
Trinsic,
Inc.
(Name
of
Person(s) Filing Statement)
Common
Stock
(Title
of
Class of Securities)
89668P
20 9
(CUSIP
Number of Class of Securities)
Horace
J. Davis, III
Chief
Executive Officer
Trinsic,
Inc.
601
South Harbour Island Boulevard, Suite 220
Tampa,
Florida 33602
(813)
273-6261
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications on Behalf of Filing Person)
With
a
copy to:
Gary
A. Brooks, Esq.
Cahill
Gordon & Reindel LLP
80
Pine Street
New
York, New York 10005
(212)
701-3000
This
statement is filed in connection with (check the appropriate box):
x
a. The
filing
of solicitation materials or an information statement subject to Regulation
14A,
Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of
1934.
o
b. The
filing
of a registration statement under the Securities Act of 1933.
o
c. A
tender
offer.
o
d. None
of
the above.
Check
the
following box if the soliciting materials or information statement referred
to
in checking box (a) are preliminary copies: x
Check
the
following box if the filing is a final amendment reporting the results of the
transaction: o
|
Calculation
of Filing Fees
|
|
Transaction
Valuation(*)
|
|
Amount
of Filing Fee
|
|
|
$26,250
|
|
$2.81
|
|
*Calculated
solely for purposes of determining the filing fee. This amount assumes the
acquisition of approximately 75,000 shares of common stock for $0.35 per share
in cash in lieu of issuing fractional shares to holders of less than 50 shares
of common stock after the proposed reverse/forward stock split. The amount
of the filing fee was determined by multiplying the Transaction Valuation by
$107.00 per million.
o
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
Amount
previously Paid:
_______________________________________________________________________________________________________
Form
or
Registration
No.:_______________________________________________________________________________________________________
Filing
Party:__________________________________________________________________________________________________________________
Date
Filed:___________________________________________________________________________________________________________________
INTRODUCTION
This
Rule
13e-3 Transaction Statement is being filed concurrently with the filing of
a
information statement pursuant to Regulation 14C under the Exchange Act, which
we refer to herein as the Information Statement. The information contained
in
the Information Statement, including all annexes thereto, is hereby expressly
incorporated herein by reference. As of the date hereof, the Information
Statement is in preliminary form and is subject to completion or amendment.
This
Schedule 13E-3 will be amended to reflect such completion or amendment of the
Information Statement. Capitalized terms used but not defined in this Schedule
13E-3 shall have the meanings given to them in the Information
Statement.
| Item 1. |
Summary
Term Sheet.
|
The
information set forth in the Information Statement under “SUMMARY OF TERMS” is
incorporated herein by reference.
| Item 2. |
Subject
Company Information.
|
a.
Name and address.
The name
of the subject company is Trinsic, Inc., a Delaware corporation (the “Company”).
The Company’s principal executive offices are located at 601 South Harbour
Island Boulevard, Suite 220, Tampa, Florida 33602. The Company’s telephone
number is (813) 273-6261.
b.
Securities. The
subject class of equity securities to which this Schedule relates is the
Company's common stock, par value $0.01 per share (the "Common Stock"), of
which
18,453,983 shares were issued and outstanding as of December 20,
2006.
c.
Trading market and price. The
information set forth in the Information Statement under "TRADING MARKET AND
PRICE OF OUR COMMON STOCK AND DIVIDEND POLICY" is incorporated herein by
reference.
e.
Prior public offerings.
The
Company has not made an underwritten public offering of the Common Stock for
cash during the three years preceding the date of the filing of this Schedule
13E-3.
f.
Prior stock purchases.
The
Company has not purchased any of the Common Stock for cash during the three
years preceding the date of the filing of this Schedule 13E-3.
| Item 3. |
Identity
and Background of Filing
Person.
|
a.
Name and address.
The
filing person, the Company, is also the subject company. The Company's address
and telephone number are provided in Item 2(a) above. The executive
officers and directors of the Company are set forth below.
Executive
Officers
Michael
Slauson
Donald
C.
Davis
Paul
T.
Kohler
Board
of Directors
Lawrence
C. Tucker
Andrew
C.
Cowen
Richard
F.
LaRoche, Jr.
W.
Andrew
Krusen, Jr.
Roy
Neel
Raymond
L.
Golden
The
address of each executive officer and director of the Company is c/o the
Company, 601 South Harbour Island Boulevard, Suite 220, Tampa, Florida 33602.
b.
Business and background of entities.
Not
Applicable.
Lawrence
C. Tucker,
age 63, has been a Director of Trinsic since November 2000. Mr. Tucker
has been with Brown Brothers Harriman & Co., a private banking
and
investment advisory firm, for 40 years. He was named a general partner of
the firm in 1979. Mr. Tucker also serves as a director of National
Healthcare Corporation, Xspedius Communications, LLC and Xspedius Holding
Corporation. Mr. Tucker received a B.S. from the Georgia Institute of
Technology and an M.B.A. from the Wharton School of the University of
Pennsylvania.
Roy
Neel,
age 60,
is
Senior
Advisor to former Vice President Al Gore and an Adjunct Professor of Political
Science at Vanderbilt University, where he teaches courses in Presidential
Transitions and Presidential Leadership. He is also chairman of the Jackson
Group, a Washington-based consulting firm specializing in public policy and
politics, and a director of Blue State Digital, a leading national online
communications firm. He served as President Clinton’s Deputy Chief of Staff,
responsible for coordinating all policy and communications activities for the
President. From 1994 to 2001, he served as President and Chief Executive Officer
of the U.S. Telecom Association, a trade group representing the regional
Bell companies and nearly 1,000 local telecom companies. During that period
he
helped advance major telecom deregulation laws and was an
internationally-recognized speaker on telecom issues.
Richard
F. LaRoche, Jr.,
age 61, has served as a Director of Trinsic since September 2002. From 1971
until his retirement in May 2002, Mr. LaRoche served as General Counsel and
Secretary of National HealthCare Corporation and beginning in 1986 also served
as its Senior Vice President in charge of finance and acquisitions. He is a
board member of and serves a Board Secretary for National HealthCare Corporation
(AMEX:NHC), National Health Investors, Inc. (NYSE:NHI) and National Health
Realty (AMEX: NHR). Throughout his tenure with National HealthCare Corporation,
he structured the legal framework of the company’s most significant
transactions, including overseeing the company’s initial
public
offering, converting NHC into a master limited
partnership
from 1986 through 1997, and participating in the creation and international
capitalization of National Health Investors (1991) and National Health
Realty (1997). Mr. LaRoche is a Dartmouth graduate and holds a law degree
from Vanderbilt University School of Law.
W. Andrew
Krusen, Jr.,
age 58, has served as a Director of Trinsic since December 30, 2003.
Since 1987, Mr. Krusen has served as Chairman of Dominion Financial Group
Inc., a merchant banking company that provides investment capital to emerging
business enterprises. Mr. Krusen also serves as Chairman of Gulf Standard
Energy Co., LLC, an oil and gas concern. Mr. Krusen is a Director of
publicly-held Highpine Oil & Gas Ltd., a Canadian oil and gas concern,
and Memry Corporation, as well as Raymond James Trust Company (a subsidiary
of
publicly-held Raymond James Financial, Inc.), and privately-held Beall’s Inc. He
is also a Director and Chairman of Florida Capital Group and Florida Capital
Bank. Mr. Krusen is a graduate of Princeton University.
Andrew
C. Cowen,
age 36, has been a Director of Trinsic since June 2001. Since 1992,
Mr. Cowen has been employed in the private equity group at Brown Brothers
Harriman. His primary responsibilities include sourcing, evaluating, negotiating
and monitoring private equity investments on behalf of The 1818 Funds, a family
of private equity partnerships managed by Brown Brothers Harriman. In November
2004, Mr. Cowen assumed the position of President and Chief Executive
Officer of CMS, Inc., a portfolio company of the 1818 Funds. Mr. Cowen is
experienced and regularly involved in matters relating to corporate strategy,
business development, financial and investment analysis, capital structure
and
fundraising, mergers and acquisitions, and other corporate governance issues.
Mr. Cowen graduated Phi Beta Kappa and summa cum laude from Bowdoin College
and received an M.B.A. from the Wharton School of the University of
Pennsylvania.
Raymond
L. Golden,
age 68,
has
spent
his entire 38 year career in investment banking. From 1962 to 1987,
Mr. Golden served in various capacities at Salomon Brothers, retiring in
1987 as Executive Vice President of Finance and Administration of Salomon,
Inc.
In 1989, Mr. Golden became a partner of Wolfensohn & Co., an
investment banking services firm, and became chairman in 1996 after the firm
merged with Bankers Trust. He is a graduate of the Baruch School of Business
and
Public Administration and received a Master’s degree from the Wharton School of
the University of Pennsylvania. Mr. Golden has engaged in extensive public
speaking and the publishing of several articles and papers on the capital
markets. He currently serves as Chairman of the National Wildlife Endowment
Fund.
Horace
J. Davis, III has
served
as our Chief Executive Officer since August 2004. From June 2001 to July 2005
he
served as our Chief Financial Officer and Treasurer. During the period from
August 2004 until July 2005, he served in the dual capacity as Chief Executive
Officer and Chief Financial Officer. He recently returned to that dual role.
From January 2001 to June 2001, Mr. Davis served as our Senior Vice
President — Budgeting and Financial Planning. Mr. Davis has also since
1995 been Chief Financial Officer for Touch 1 Communications, Inc. Trinsic
acquired Touch 1 in 2000. Mr. Davis holds a B.B.A. and an M.B.A. from
Millsaps College.
Michael
Slauson has
served
as President of our subsidiary corporation, Touch 1 Communications, Inc., since
December 2001. In April 2005, he took on the additional role of Senior
Vice-President — Business Operations. From June 2001 to December 2001,
Mr. Slauson served as Vice President of customer care for Trinsic. From
April 2000 to June 2001, he served as Vice President of Enterprise Systems
for
Trinsic. From 1998 to 2000, he served as Vice President of Information Systems
for Touch 1 Communications, Inc. From 1992 to 1998, Mr. Slauson served as
Human Resources Program Manager for Mason & Hanger Corporation.
Mr. Slauson holds a B.A. in Management Information Systems from Texas Tech
University and an M.B.A. from West Texas A&M.
Donald
C. Davis, age 52, has served as acting
Chief Financial Officer since October
10, 2006. Mr. Davis has served in various capacities since joining Trinsic
in
1999. Since 2004, Mr. Davis has served as Senior Vice President — Corporate
Matters. During that time his various responsibilities included supervision
of
our legal and regulatory departments and management of our cash. From 1999
to
2004, he served as Vice President — Strategic Planning. From 1997 to 1999, Mr.
Davis served as Senior Director — Industrial Policy for Intermedia
Communications. He earned a Bachelors of Business Administration, from the
University of Georgia in 1976 and a Masters of Business Administration from
the
University of Alabama-Birmingham in 1979.
Paul
T. Kohler has
served
as our Chief Technology Officer since August 2004. From 2001 to 2004, he served
as our Vice President of Product Management within our Strategic Planning
department. From 1999 to 2001, Mr. Kohler served as Assistant Vice
President — Product Management, Marketing for 2nd Century
Communications. From 1991 to 1999, he served in many capacities working with
Next Generation Telecommunications products and technologies for Sprint
Corporation. Mr. Kohler earned dual Bachelor of Science degrees from
Florida State University in 1991: one with a double major, Economics and
Psychology, and the other with a major in Interdisciplinary Social Science.
d.
Tender offer.
Not
applicable.
| Item 4. |
Terms
of the Transaction.
|
a.
Material terms.
The
information set forth in the Information Statement under "SUMMARY OF TERMS,"
"SPECIAL FACTORS” and “DESCRIPTION OF THE REVERSE/FORWARD STOCK
SPLIT”.
c.
Different terms.
The
information set forth in the Information Statement under "SUMMARY TERM SHEET,”
“SPECIAL FACTORS—EFFECTS OF THE REVERSE/FORWARD STOCK SPLIT—Effect of the
Reverse/Forward Stock Split on Holders of our Common Stock—Effects on
Shareholders with Fewer than 50 Shares of Common Stock," and "SPECIAL
FACTORS—EFFECTS OF THE REVERSE/FORWARD STOCK SPLIT—Effect of the Reverse/Forward
Stock Split on Holders of our Common Stock—Effects on Shareholders With 50 or
More Shares of Common Stock" is incorporated herein by reference.
d.
Appraisal rights.
The
information set forth in the Information Statement under “SUMMARY OF TERMS—
Appraisal Rights of Dissenting Stockholders,” "DESCRIPTION OF THE
REVERSE/FORWARD STOCK SPLIT—Appraisal Rights" is incorporated herein by
reference.
e.
Provisions for unaffiliated security holders.
The
Company has not made any provision in connection with the transaction to grant
unaffiliated security holders access to the Company's corporate files or to
obtain counsel or appraisal services at the Company's expense.
f.
Eligibility for listing or trading.
Not
Applicable.
| Item 5. |
Post
Contacts, Transactions, Negotiations and
Agreements.
|
a.
Transactions.
Not
Applicable.
b.
Significant corporate events.
Not
Applicable.
c.
Negotiations or contacts.
Not
Applicable.
| Item 6. |
Purposes
of the Transaction and Plans or
Proposals.
|
b.
Use of securities acquired.
The
information set forth in the Information Statement under "SPECIAL
FACTORS—EFFECTS OF THE REVERSE/FORWARD STOCK SPLIT—No Change in Authorized
Capital or Par Value" is incorporated herein by reference.
c.
Plans.
Describe
any plans, proposals or negotiations that relate to or would result
in:
(1)
None;
(2)
None;
(3)
The
information set forth in the Information Statement under "SPECIAL
FACTORS—EFFECTS OF THE REVERSE/FORWARD STOCK SPLIT—No Change in Authorized
Capital or Par Value" is incorporated herein by reference;
(4)
None;
(5)
None;
(6)
The
information set forth in the Information Statement under “SPECIAL
FACTORS—EFFECTS OF THE REVERSE/FORWARD STOCK SPLIT—Effects on the Company,"
“CONDUCT OF THE COMPANY’S BUSINESS AFTER THE REVERSE/FORWARD STOCK SPLIT” is
incorporated herein by reference;
(8)
The
information set forth in the Information Statement under “SPECIAL
FACTORS—EFFECTS OF THE REVERSE/FORWARD STOCK SPLIT—Effects on the Company,"
“CONDUCT OF THE COMPANY’S BUSINESS AFTER THE REVERSE/FORWARD STOCK SPLIT” is
incorporated herein by reference.
| Item 7. |
Purposes,
Alternatives, Reasons and
Effects.
|
a.
Purposes.
The
information set forth in the Information Statement under “SPECIAL
FACTORS—Purpose of the Reverse/Forward Stock Split” is incorporated herein by
reference.
b.
Alternatives.
The
information set forth in the Information Statement under “SPECIAL
FACTORS—PURPOSE OF AND REASONS FOR THE REVERSE/FORWARD STOCK SPLIT—
Alternatives to the Reverse/Forward Stock Split,” is incorporated herein by
reference.
c.
Reasons.
The
information set forth in the Information Statement under “SPECIAL
FACTORS—
PURPOSE
OF AND REASONS FOR THE REVERSE/FORWARD STOCK SPLIT—Reasons
for the Reverse Stock Split” and “SPECIAL FACTORS—PURPOSE
OF AND REASONS FOR THE REVERSE/FORWARD STOCK SPLIT—Reasons
for the Forward Stock Split” is incorporated herein by reference.
| Item 8. |
Fairness
of the Transaction.
|
a.
Fairness.
The
information set forth in the Information Statement under “SUMMARY OF TERMS,”
“SPECIAL FACTORS—FAIRNESS OF THE REVERSE/FORWARD STOCK SPLIT TO STOCKHOLDERS”
and “RECOMMENDATION OF THE BOARD WITH RESPECT TO THE AMENDMENTS AND THE
REVERSE/FORWARD STOCK SPLIT” is incorporated herein by reference.
b.
Factors considered in determining fairness.
The
information set forth in the Information Statement under “SUMMARY OF TERMS,”
“SPECIAL FACTORS—FAIRNESS OF THE REVERSE/FORWARD STOCK SPLIT TO STOCKHOLDERS”
and “RECOMMENDATION OF THE BOARD WITH RESPECT TO THE AMENDMENTS AND THE
REVERSE/FORWARD STOCK SPLIT” is incorporated herein by reference.
c.
Approval of security holders.
The
information set forth in the Information Statement under “SUMMARY OF TERMS —Vote
Required” and “DESCRIPTION OF THE REVERSE/FORWARD STOCK SPLIT—Vote Required” is
incorporated herein by reference.
d.
Unaffiliated representative.
None.
e.
Approval of directors.
The
information set forth in the Information Statement under “SPECIAL
FACTORS—FAIRNESS OF THE REVERSE/FORWARD STOCK SPLIT TO STOCKHOLDERS,” and
“RECOMMENDATION OF THE BOARD WITH RESPECT TO THE AMENDMENTS AND THE
REVERSE/FORWARD STOCK SPLIT” is incorporated herein by reference.
f.
Other offers.
None.
| Item 9. |
Reports,
Opinions, Appraisals and Certain
Negotiations.
|
a.
Report, opinion or appraisal. None.
b.
Preparer and summary of the report, opinion or appraisal.
Not
Applicable.
c.
Availability of documents.
Not
Applicable.
| Item 10. |
Source
and Amounts of Funds or Other
Consideration.
|
a.
Source of funds.
The
information set forth in the Information Statement under “FINANCING OF THE
REVERSE/FORWARD STOCK SPLIT” is incorporated herein by reference.
b.
Conditions.
The
information set forth in the Information Statement under “FINANCING OF THE
REVERSE/FORWARD STOCK SPLIT” is incorporated herein by reference.
c.
Expenses.
The
information set forth in the Information Statement under “COSTS OF THE
REVERSE/FORWARD STOCK SPLIT” is incorporated herein by reference.
d.
Borrowed funds.
Not
applicable.
| Item 11. |
Interest
in Securities of the Subject
Company.
|
a.
Securities ownership.
The
information set forth in the Information Statement under “INTERESTS OF CERTAIN
PERSONS” is incorporated herein by reference.
b.
Securities transactions.
None.
| Item 12. |
The
Solicitation or
Recommendation.
|
d.
Intent to tender or vote in a going-private transaction.
The
information set forth in the Information Statement under “SUMMARY OF TERMS —Vote
Required” and “DESCRIPTION OF THE REVERSE/FORWARD STOCK SPLIT—Vote Required” is
incorporated herein by reference.
e.
Recommendations of others.
The
information set forth in the Information Statement under “RECOMMENDATION OF THE
BOARD WITH RESPECT TO THE AMENDMENTS AND THE REVERSE/FORWARD STOCK SPLIT” is
incorporated herein by reference.
| Item 13. |
Financial
Information.
|
a.
Financial information.
Furnish
the following financial information:
1.
The
information set forth in the Information Statement under the caption
“SUMMARY
FINANCIAL INFORMATION”
and
Annex B to the Information Statement are incorporated herein by
reference.
2.
The
information set forth in the Information Statement under the caption
“SUMMARY
FINANCIAL INFORMATION”
and
Annex C to the Information Statement are incorporated herein by
reference.
3.
The
information set forth in the Information Statement under “SUMMARY FINANCIAL
INFORMATION” is incorporated herein by reference.
4.
The
information set forth in the Information Statement under “SUMMARY FINANCIAL
INFORMATION” is incorporated herein by reference.
B.
PRO FORMA INFORMATION.
1.
Not
Applicable.
2.
Not
Applicable.
3.
Not
Applicable.
| Item 14. |
Persons/
Assets, Retained, Employed, Compensated or
Used.
|
a)
Solicitations or recommendations.
The
information set forth in the Information Statement under “SUMMARY OF TERMS” and
“SPECIAL FACTORS—BACKGROUND OF THE REVERSE/FORWARD STOCK SPLIT” is incorporated
herein by reference.
b)
Employees and corporate assets. Not
applicable.
| Item 15. |
Additional
Information.
|
b.
Other material information.
The
information contained in the Information Statement, including all annexes
attached thereto, is incorporated herein by reference.
| Item 16. |
Exhibits.
|
SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Horace
J.
Davis III
Chief
Executive Officer
December
22, 2006