EXHIBIT 99.1
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DEEP FIELD TECHNOLOGIES, INC.
NOTICE OF SHAREHOLDER ACTION WITH WRITTEN CONSENT
IN LIEU OF MEETING
On January 12, 2007, the Board of Director approved and authorized the AMENDED
AND RESTATED SECURITIES EXCHANGE AGREEMENT (the "Agreement") dated as of January
25, 2007, is made by and among DEEP FIELD TECHNOLOGIES, INC., a New Jersey
corporation ("the Company"), each of the Persons listed on Schedule A of the
Agreement (collectively, the "JV Participants" and each, a "JV Participant"),
and BEIJING SINO-US JINCHE YINGANG AUTO TECHNOLOGICAL SERVICES LIMITED, a
cooperative joint venture under the laws of The People's Republic of China
("Auto Technological Services") and amends and restates in its entirety the
Securities Exchange Agreement, dated as of January 12, 2006, as amended, by and
among the Company, the JV Participants and the Auto Technological Services.
Additionally, on January 12, 2007, the Board of Directors recommended that the
shareholders of the Company approve the Agreement through the written consent of
shareholders.
On January 12, 2007, pursuant to Title 14A Section 5-6(2)(a) of the New Jersey
Business Corporation Act (the "BCA"), the Board of Directors set the date of
January 26, 2007 as the date on which the Board of Directors will tabulate the
written consents by the shareholders of the Company of the Agreement. Therefore,
on January 26, 2007, the written consents were tabulated and the Company
received the written consent of this Agreement representing in the aggregate,
10,500,000 voting shares of the Company, or 51.18% of the voting shares of the
Company. On the date thereof, this Agreement was thereby approved by the
requisite number of voting shares of the Company.
Pursuant to Title 14A Section 5-6(2)(b) of the BCA, the Company hereby notifies
you as a non-consenting shareholder of the written consent of shareholder action
in lieu of meeting by the requisite number of voting shareholders (the "Notice
of Shareholder Action") that approved the Agreement and such action shall become
effective as soon as the conditions precedent to the Agreement are met and no
earlier than twenty (20) days from the date of mailing of this Notice of
Shareholder Action.
Those conditions precedent delineated in Sections IX and X of the Agreement must
be met before the parties thereto may close on the contemplated transaction.
[See attached Amended and Restated Securities Exchange Agreement dated January
26, 2007.]
NOTIFICATION TO NON-CONSENTING SHAREHOLDERS OF
RIGHT TO DISSENT TO SHAREHOLDER ACTION
The Company has determined that pursuant to Title 14A Chapter 11 of the BCA, the
non-consenting shareholders have the right to dissent and to be paid the fair
value of his shares, provided the non-consenting shareholder files with the
Company a written notice of dissent as required by subsection Title 14A Section
11-2(1) within twenty (20) days from the date of mailing of the attached Notice
of Shareholder Action. [See attached Amended and Restated Securities Exchange
Agreement dated January 25, 2007.]
For your information, the Company has set forth below the required procedure
necessary for a non-consenting to properly exercise the shareholder's right to
dissent:
1. Within twenty (20) days following the mailing of the Notice of
Shareholder Action, the dissenting shareholder must mail to the
Company the Written Objection to Proposed Securities Exchange
Agreement by Deep Field Technologies, Inc., or a reasonable facsimile
thereto. [See attached Written Objection to Proposed Securities
Exchange Agreement by Deep Field Technologies, Inc.]
2. Within ten (10) days after the date on which such Securities Exchange
Agreement takes effect, the Company shall give written notice of the
effective date of such corporate action ("Notice of Corporate
Action"), by certified mail to each shareholder who filed written
notice of dissent pursuant to Title 14A Section 11-2(1).
3. Within twenty (20) days after the mailing of the Notice of Corporate
Action, any shareholder to whom the Company was required to give such
notice and who has filed written notice of dissent pursuant to Title
14A Section 11-2(1) may make written demand on the Company for the
payment of the fair value of shares held by the dissenting shareholder
("Shareholder Demand for Payment").
4. Not later than twenty (20 days after filing the Shareholder Demand for
Payment for his shares pursuant to Title 14A Section 11-2(3), the
shareholder shall submit the certificate or certificates representing
his/her shares to the Company upon which such demand has been made for
notation thereon that such demand has been made, whereupon such
certificate or certificates shall be returned to him/her. If shares
represented by a certificate on which notation has been made shall be
transferred, each new certificate issued therefor shall bear similar
notation, together with the name of the original dissenting holder of
such shares, and a transferee of such shares shall acquire by such
transfer no rights in the Company other than those which the original
dissenting shareholder had after making a demand for payment of the
fair value thereof.
[See attached Title 14A Section 11-2]
To assist non-consenting shareholders in determining whether they wish to elect
their right to dissent to the Securities Exchange Agreement, the Company has
attached the following documents for review and consideration:
1. Securities Exchange Agreement dated January 25, 2007.
2. Audited Balance Sheet as of December 30, 2005 and audited financial
statements for the fiscal years ended December 31, 2005 and 2004 for
Beijing Sino-US Jinche Yingang Auto Technological Services Limited.
3. Consulting Agreement between the Company and Xxxxxx Xxxxxxx dated as
of the Securities Exchange Agreement closing date.
4. Consulting Agreement between the Company and Xxxx Xxxxxx dated as of
the Securities Exchange Agreement closing date.
5. Consulting Agreement between the Company and iVoice, Inc. dated as of
the Securities Exchange Agreement closing date.
6. Consulting Agreement between the Company and MM(2) Group, Inc. dated
as of the Securities Exchange Agreement closing date.
7. Termination and Severance Agreement between the Company and Xxxxxx
Xxxxxxx dated as of the Securities Exchange Agreement closing date.
8. Termination and Severance Agreement between the Company and Xxxx
Xxxxxx dated as of the Securities Exchange Agreement closing date.
9. Asset Purchase Agreement between the Company and iVoice, Inc. dated as
of the Securities Exchange Agreement closing date.
10. Title 14A Sections Section 11-1 and 11-2.
WRITTEN OBJECTION TO AMENDED AND RESTATED SECURITIES
EXCHANGE AGREEMENT DATED JANUARY 25, 2007 BY DEEP FIELD
TECHNOLOGIES, INC.
TO: Deep Field Technologies, Inc. (the "Company")
000 Xxxxxxx 00
Xxxxxxx, XX 00000
I am the holder of record of _________________ [NUMBER] shares of Class A
Common Stock, no par value per share, issued by the Company, as evidenced by
share _________________ [certificate OR certificates] _________________ [SET
FORTH CERTIFICATE NUMBER OR NUMBERS].
I hereby notify you that I object to the Amended and Restated Securities
Exchange Agreement dated January 25, 2007, as set forth in the Notice of
Shareholder Action with Written Consent in Lieu of Meeting.
In the event that the proposed corporate action becomes effective, I intend
to demand payment for my shares, and I hereby demand that notice of the
effective action be delivered or mailed to me at the address below:
Name:____________________________________________________
Address:_________________________________________________
City, State and Zip Code:________________________________
By:____________________________
Name:__________________________
Dated: ________________________
