SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
RULE 13d-2(a)
THINSPACE TECHNOLOGY, INC.
(Name of Issuer)
COMMON STOCK
(Title of
Class of Securities)
88410V100
(CUSIP Number)
Thomas Smith
Sullivan Wayne Partners, LLC
100 Crescent Court, Suite 700
Dallas, TX 75201
214-459-3276
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 27, 2014
(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box ¨ .
Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to
whom copies are to be sent.
(Continued on following pages)
| CUSIP No. 88410V100 |
13D |
|
| |
|
|
| 1 |
NAME OF REPORTING PERSONS
|
|
| |
|
|
| |
Sullivan Wayne Partners, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP |
|
| |
|
(a)o |
| |
|
(b) o Reporting person is affiliated with other persons |
| 3 |
SEC USE ONLY |
|
| |
|
|
| |
|
|
| 4 |
SOURCE OF FUNDS |
|
| |
|
|
| |
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
| |
|
|
| |
|
o |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
| |
Texas |
|
| |
7 |
SOLE VOTING POWER |
| |
|
|
| |
|
5,000,000 |
| NUMBER OF |
8 |
SHARED VOTING POWER |
| SHARES |
|
|
| BENEFICIALLY |
|
0 |
| OWNED BY |
9 |
SOLE DISPOSITIVE POWER |
| EACH REPORTING |
|
|
| PERSON WITH |
|
5,000,000 |
| |
10 |
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
| |
5,000,000 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
| |
|
|
| |
|
o |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
| |
5.2%* |
|
| 14 |
TYPE OF REPORTING PERSON |
|
| |
|
|
| |
CO |
|
| |
|
|
|
|
|
|
* Based on 96,823,918 shares of common stock
outstanding as of August 12, 2014.
| CUSIP No.88410V100 |
13D |
|
| |
|
|
| 1 |
NAME OF REPORTING PERSONS
|
|
| |
|
|
| |
Thomas Smith |
|
| 2 |
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP |
|
| |
|
(a)o |
| |
|
(b) o Reporting person is affiliated with other persons |
| 3 |
SEC USE ONLY |
|
| |
|
|
| |
|
|
| 4 |
SOURCE OF FUNDS |
|
| |
|
|
| |
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
| |
|
|
| |
|
o |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
| |
United States |
|
| |
7 |
SOLE VOTING POWER |
| |
|
|
| |
|
0 |
| NUMBER OF |
8 |
SHARED VOTING POWER |
| SHARES |
|
|
| BENEFICIALLY |
|
5,000,000 |
| OWNED BY |
9 |
SOLE DISPOSITIVE POWER |
| EACH REPORTING |
|
|
| PERSON WITH |
|
0 |
| |
10 |
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
5,000,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
| |
5,000,000 (1) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
| |
|
|
| |
|
o |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
| |
5.2%* |
|
| 14 |
TYPE OF REPORTING PERSON |
|
| |
|
|
| |
IN |
|
| |
|
|
|
|
|
|
(1) Represents shares held by Sullivan Wayne
Partners, LLC (“Sullivan Wayne”). Mr. Smith is a Manager of Sullivan Wayne.
* Based on 96,823,918 shares of common stock
outstanding as of August 12, 2014.
| CUSIP No.88410V100 |
13D |
|
| |
|
|
| 1 |
NAME OF REPORTING PERSONS
|
|
| |
|
|
| |
Marshall Hudes |
|
| 2 |
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP |
|
| |
|
(a)o |
| |
|
(b) o Reporting person is affiliated with other persons |
| 3 |
SEC USE ONLY |
|
| |
|
|
| |
|
|
| 4 |
SOURCE OF FUNDS |
|
| |
|
|
| |
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
| |
|
|
| |
|
o |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
| |
United States |
|
| |
7 |
SOLE VOTING POWER |
| |
|
|
| |
|
0 |
| NUMBER OF |
8 |
SHARED VOTING POWER |
| SHARES |
|
|
| BENEFICIALLY |
|
5,000,000 |
| OWNED BY |
9 |
SOLE DISPOSITIVE POWER |
| EACH REPORTING |
|
|
| PERSON WITH |
|
0 |
| |
10 |
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
5,000,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
| |
5,000,000 (1) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
| |
|
|
| |
|
o |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
| |
5.2%* |
|
| 14 |
TYPE OF REPORTING PERSON |
|
| |
|
|
| |
IN |
|
| |
|
|
|
|
|
|
(1) Represents shares held by Sullivan Wayne
Partners, LLC (“Sullivan Wayne”). Mr. Hudes is a Manager of Sullivan Wayne.
* Based on 96,823,918 shares of common stock
outstanding as of August 12, 2014.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock
of Thinspace Technology, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located
at 5535 S. Williamson Blvd, Unit 751, Port Orange, FL 32128.
Item 2. Identity and
Background.
| (a) | This statement is being jointly filed by Sullivan Wayne Partners,
LLC (“Sullivan Wayne”), Thomas Smith and Marshall Hudes. Each of the foregoing is referred to as a “Reporting
Persons” and collectively as the “Reporting Persons.” Sullivan Wayne is a Texas limited liability company. |
| (b) | The business address of each Reporting Person is 100 Crescent Court,
Suite 700, Dallas, TX 75201. |
| (c) | The principal business of Sullivan Wayne is to provide business consulting
services. The principal business of Mr. Smith and Mr. Hudes is managing Sullivan Wayne. |
| (d) | None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Smith and Mr. Hudes are citizens of the United States. |
Item 3. Source and Amount of Funds
or Other Consideration.
On January 27, 2014, pursuant to a December
31, 2013 Consulting Agreement between Thinspace Technology, Inc. and Sullivan Wayne Partners, LLC, Sullivan Wayne was issued 5,000,000
shares of common stock of the Issuer.
Item 4. Purpose of
Transaction.
The Reporting Persons entered into the
above-described transaction to provide consulting services to the Issuer in exchange for compensation.
Item 5. Interest in Securities of the
Issuer.
| (a) |
As of the date hereof, Sullivan Wayne, Mr. Smith and Mr. Hudes each beneficially own 5,000,000 shares of the Issuer’s common stock, which represents approximately 5.2% of the Issuer’s common stock. All of the shares are held directly by Sullivan Wayne. |
| (b) |
Sullivan Wayne may be deemed to hold sole voting and dispositive power over 5,000,000 shares of common stock of the Issuer. Mr. Smith and Mr. Hudes each may be deemed to hold shared voting and dispositive power over 5,000,000 shares of common stock of the Issuer. |
| (c) |
Other than the acquisition of the shares as reported herein, none of the Reporting Persons has effected any transactions in the shares of the Issuer during the past 60 days. |
| (d) |
To the best knowledge of each Reporting Person, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 5,000,000 shares of common stock reported in Item 5(a). |
(e) Not
applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
agreements, understandings or relationships (legal or otherwise) between any Reporting Person and any other person with respect
to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
| |
99.1 |
Form of Consulting Agreement |
| |
|
|
| |
99.2 |
Joint Filing Agreement among Sullivan Wayne,Thomas Smith and Marshall Hudes |
SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: November 12, 2014
| |
SULLIVAN WAYNE PARTNERS, LLC. |
| |
|
| |
By: |
/s/ Thomas Smith |
| |
|
Thomas Smith |
| |
|
| |
|
/s/ Thomas Smith |
| |
|
Thomas Smith |
| |
|
| |
|
/s/ Marshall Hudes |
| |
|
Marshall Hudes |
6
Exhibit 99.1
| |
Sullivan Wayne Partners,
LLC
3030 Bryan Street, Suite 402
Dallas, TX 75204 USA
Phone +1-214-720-9991
Fax +1-214-889-3600 |
Proprietary
And Confidential
December
31, 2013
Mr. Robert
Zysblat, Chairman & COO
Vanity Events
Holding, Inc.
801 International
Parkway
Suite 500
Lake Mary,
FL 32746
Re: Letter
of Engagement for Strategic Advisory Services
Dear Robert:
Per
the letter of intent executed on November 27, 2013 between Vanity Events Holding, Inc. (“Vanity”) and Propalms Ltd.
/ Propalms International Ltd. (together “ProPalms) (“LOI”), Sullivan Wayne Partners, LLC (“SW Partners”)
proposes consulting services work with the newly merged business to be renamed Thinspace Technology, Inc. (“Thinspace”)
on the agreed upon terms. SW Partners hereby outlines the general scope of work defining the Strategic Advisory Services including
our anticipated timing and fees. We have also included the attached Terms of Engagement which is required by our firm. By executing
this Engagement Letter and initialling each page of the Terms of Engagement, both parties are bound to all the terms and conditions
herein and therein.
Scope
of Work: Strategic Advisory Services – Year I (“SAS-I”)
This
engagement entitled: Strategic Advisory Services – Year I (“SAS-I”) is designed to provide Thinspace with professional
services to consult, facilitate, and advise the executive management team on business and corporate development strategies. The
specific objectives are to provide in either oral (meetings and conference calls) or written communication (emails, documents,
reports) to Thinspace the following at Thinspace’s request, direction, and prioritization:
| ■ | Business
Planning: General business plan review and input. |
| ■ | Operations:
Assistance and input to various strategic operations decisions including: in-sourcing
vs. out-sourcing; evaluation external professional service and technology providers;
and incentive compensation plan designs. |
| ■ | Corporate
Portfolio: Assistance on directing internal investments in order to find the mix
of business lines that best balance growth, profit and risk management. |
Mr. Robert
Zysblat
Page –
2
December
31, 2013
| ■ | Financing:
Provide input on financing requirements for Thinspace, including: |
o
Customer transaction financing;
o
General working capital financing;
o
Secured and unsecured borrowing;
o
Equity raises.
| ■ | Mergers
& Acquisitions: Evaluation, transaction, and integration assistance with potential
merger entities (“Strategic Targets”), including: |
o
Technology evaluation of Strategic Targets’ product and development portfolio;
o
Financial evaluation of Strategic Target’s historical financial results and pro forma business plans;
o
Coordination and facilitation of pre-transaction evaluation tasks determined by Thinspace between the target, financing entities,
and Thinspace.
o
Post-transaction integration assistance (financial, operational, and technological).
Timing,
Commitment, & Fees
We
are prepared to begin work immediately, upon receipt in full of the cash and equity compensation components outlined below, and
continuing work through December 31, 2014 (“Engagement Term”).
The
professional services commitment includes approx. 10 work hours per principal per week (20 hours total average each week) through
the Engagement Term.
Our
professional fees for this engagement (AAS-I) include:
| 1. | Cash
compensation in the amount of $360,000 to be paid simultaneous and conditional with the
Acquisition Closing in the LOI.. |
| 2. | Equity
compensation in the form of five million (5,000,000) shares of Thinspace to be issued
simultaneous and conditional with the Acquisition Closing in the LOI. |
Mr. Robert
Zysblat
Page –
3
December
31, 2013
| 3. | A
single invoice will be provided to Thinspace prior to the Acquisition Closing specifying
that the cash and equity compensation detailed above provide for all of the consideration
for the professional services outlined herein throughout the Engagement Term. No further
invoices or consideration for professional services will be due from Thinspace under
this Letter of Engagement. |
| 4. | These
fees does not include out-of-pocket expenses such as travel expenses which will be billed
separately and shall be reimbursed within fifteen (15) days. |
During
the engagement, we recommend having conference calls between the Thinspace Executive Management Team (Owen Dukes, CEO and Robert
Zysblat, Chairman & COO) and the principals of SW Partners (Thomas L. Smith, Manager and Marshall H. Hudes, Manager) weekly
and meeting face to face, as schedules permit, monthly.
If
there appears to be any additional work beyond the initial scope, we will discuss it with you and obtain your agreement prior
to proceeding. We will also notify you immediately of any additional fees associated with any change in the scope of work. We
will not bill you for any fees in excess of this quote without your prior written agreement.
We
have included the biographies of our principals as well as the Sullivan Wayne Partners, LLC Terms of Engagement to Provide Business
Consulting Services for your acceptance and initialing.
We
are looking forward to working with you.
Respectfully
Submitted,
Sullivan
Wayne Partners, LLC
Submitted
by:
Thomas
L. Smith, Manager
Agreed
to and accepted this 31st day of December, 2013
Vanity
Events Holding, Inc.
| By: |
/s/Robert Zysblat |
|
| Name: |
Robert Zysblat |
Title: |
Chairman and COO |
|
cc: Marshall
H. Hudes
EXHIBIT 99.2
JOINT FILING AGREEMENT
JOINT
FILING AGREEMENT (this“Agreement”), dated as of November 12, 2014, among Sullivan Wayne Partners, LLC, Thomas Smith
and Marshall Hudes (collectively, the “Joint Filers”).
WITNESSETH
WHEREAS,
as of the date hereof, each of the Joint Filers is filing a Schedule 13D under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) with respect to securities of Thinspace Technology, Inc. (the “Schedule 13D”);
WHEREAS, each of the Joint Filers is individually
eligible to file the Schedule 13D;
WHEREAS, each of the Joint Filers wishes to
file the Schedule 13D and any amendments thereto jointly and on behalf of each of the Joint Filers, pursuant to Rule 13d-1(k)(1)
under the Exchange Act;
NOW, THEREFORE, in consideration of these premises
and other good and valuable consideration, the parties hereto agree as follows:
1. The
Joint Filers hereby agree that the Schedule 13D is, and any amendments thereto will be, filed on behalf of each of the Joint Filers
pursuant to Rule 13d-1(k)(1) under the Exchange Act.
2. Each
of the Joint Filers hereby acknowledges that, pursuant to Rule 13d-1(k)(1)(ii) under the Exchange Act, it is responsible
for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information
concerning it contained therein, and is not responsible for the completeness and accuracy of the information concerning any of
the other parties contained therein, unless it knows or has reason to know that such information is inaccurate.
3. Each
of the Joint Filers hereby agrees that this Agreement shall be filed as an Exhibit to the Schedule 13D, pursuant to Rule 13d-1(k)(1)(iii)
under the Exchange Act.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed as of the day and year first above written.
| |
SULLIVAN WAYNE PARTNERS, LLC. |
| |
|
| |
By: |
/s/ Thomas Smith |
| |
|
Thomas Smith |
| |
|
| |
|
/s/ Thomas Smith |
| |
|
Thomas Smith |
| |
|
| |
|
/s/ Marshall Hudes |
| |
|
Marshall Hudes |