SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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Preliminary Information Statement
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Confidential, For Use of the Commission only
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(as permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
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CreditRiskMonitor.com,
Inc.
(Name of Registrant as Specified in Its Charter)
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
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(1) Amount previously paid:
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(4) Date filed:
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CreditRiskMonitor.com,
Inc.
704 Executive Boulevard
Valley Cottage, New York 10989
845-230-3000
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is first being
mailed on or about April 8, 2016 to the holders of record of the outstanding common stock, $0.01 par value per share (the “
Common
Stock
”) of CreditRiskMonitor.com, Inc., a Nevada corporation (the “
Company
”), as of the
close of business on April 8, 2016, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the
“
Exchange Act
”). This Information Statement relates to a written consent in lieu of a meeting (the “
Written
Consent
”), dated as of April 29, 2016 (the “
Consent Date
”), of stockholders of the Company
owning collectively at least a majority of the outstanding shares of Common Stock of the Company as of the Consent Date (the “
Majority
Stockholders
”). A copy of the Written Consent is attached as Appendix A. Except as otherwise indicated by the context,
references in this Information Statement to “Company,” “we,” “us,” or “our” are
references to CreditRiskMonitor.com, Inc.
The Written Consent ratifies and
approves (i) a 1.3-for-1 split of the Common Stock, in the form of a 30% stock dividend (three shares for every ten shares
owned) to the shareholders of record of the Company on November 30, 2015 (the “
Record Date
”), with
all fractional shares settled in cash (the “
Dividend
”) and (ii) the Certificate of Change in
substantially the form attached as Appendix B, pursuant to which the number of authorized shares of Common Stock of the
Company was increased from 25,000,000 to 32,500,000 (the “
Certificate
”). Pursuant to Rule 14c-2 of
the Exchange Act, stockholder approval of the Dividend and the Certificate will not become effective before April 29, 2016,
which is 21 calendar days after April 8, 2016, the approximate date we will first mail this Information Statement.
The Written Consent constitutes the consent
of a majority of the total number of shares of outstanding Common Stock and is sufficient under the Nevada Revised Statutes (“
NRS
”),
and the Company's Bylaws to ratify and approve the Dividend and the Certificate. Accordingly, the Dividend and the Certificate
are not presently being submitted to the Company's other stockholders for a vote. The Dividend is effective as of December 15,
2015, the date the shares resulting from the Dividend were issued, and the Certificate will be effective on the date it is filed
with the Secretary of State of the State of Nevada.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A
MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT
IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTER DESCRIBED HEREIN PURSUANT TO SECTION 14(C)
OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
By Order of the Board of Directors,
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/s/
Jerome S. Flum
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Jerome S. Flum
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Chairman and Chief Executive Officer
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CreditRiskMonitor.com,
Inc.
704 Executive Boulevard
Valley Cottage, New York 10989
845-230-3000
GENERAL INFORMATION
This Information Statement is being first
mailed on or about April 8, 2016, to stockholders of the Company by our board of directors (the “
Board of Directors
”
or the “
Board
”) to provide material information regarding corporate action that has been approved by
the Written Consent of the Majority Stockholders.
Only one copy of this Information Statement
is being delivered to two or more stockholders who share an address unless we have received contrary instruction from one or more
of such stockholders. We will promptly deliver, upon written or oral request, a separate copy of the Information Statement to a
security holder at a shared address to which a single copy of the document was delivered. If you would like to request additional
copies of the Information Statement, or if in the future you would like to receive multiple copies of information statements or
proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and, in the future,
would like to receive only a single copy, please so instruct us by writing to the corporate secretary at the Company's executive
offices at the address specified above.
PLEASE NOTE THAT THIS IS NOT A REQUEST
FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE APPROVAL OF (I) THE 1.3-FOR-1
SPLIT OF THE COMMON STOCK, IN THE FORM OF A 30% STOCK DIVIDEND AND (II) THE CERTIFICATE OF CHANGE.
The entire cost of furnishing this Information
Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties
to forward this Information Statement to the beneficial owners of the Common Stock held of record by them.
AUTHORIZATION BY THE BOARD OF DIRECTORS
AND MAJORITY STOCKHOLDERS
Under the NRS and the Company's Bylaws, any
action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if the holders of outstanding stock having not less than the minimum number of votes that will be necessary to
authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to such
action in writing. The ratification and approval of the Dividend and the Certificate require the affirmative vote or written consent
of a majority of the issued and outstanding shares of Common Stock. Each stockholder is entitled to one vote per share of Common
Stock on any matter which may properly come before the stockholders.
On the Consent Date, the Company had 10,722,321
shares of Common Stock issued and outstanding with the holders thereof being entitled to cast one vote per share.
On October 21, 2015, at a special meeting
of the Board of Directors, the Board unanimously approved the Dividend. In connection with the adoption of these resolutions, the
Board of Directors elected to seek the written consent of the holders of a majority of our outstanding stock in compliance with
the requirements of the NRS.
CONSENTING STOCKHOLDERS
On the Consent Date, Flum Partners, an investment
holding company, being the record holder of 5,641,134 shares of our Common Stock, constituting 52.61% of our issued and outstanding
shares of Common Stock, ratified and approved in writing the Dividend and the Certificate. Jerome S. Flum, Chairman, Chief Executive
Officer and a director of the Company, is the sole general partner of Flum Partners and has sole voting and dispositive power with
respect to the shares of Common Stock owned by Flum Partners. Mr. Flum, who owns or controls 6,238,776 shares of our Common Stock,
including Flum Partners’ shares, constituting 58.18% of our issued and outstanding shares of Common Stock, has also ratified
and approved in writing the Dividend and the Certificate.
Accordingly, the Company has obtained all
necessary corporate approvals in connection with the adoption of the Dividend and the Certificate. The Company is not seeking written
consent from any other stockholders, and the other stockholders will not be given an opportunity to vote with respect to the action
described in this Information Statement. All necessary corporate approvals have been obtained. This Information Statement is furnished
solely for the purposes of advising stockholders of the action taken by written consent and giving stockholders notice of such
actions taken as required by the Exchange Act.
The Dividend is effective as of December 15,
2015, the date the shares resulting from the Dividend were issued and the Certificate will be effective on the date it is filed
with the Secretary of State of the State of Nevada.
DESCRIPTION OF THE COMPANY'S CAPITAL STOCK
After giving effect to the Dividend, the Company’s
authorized capital consists of 32,500,000 shares of Common Stock and 5,000,000 shares of preferred stock, $0.01 par value per share
(the “
Preferred Stock
”). Each share of Common Stock entitles its record holder to one (1) vote per share.
Holders of our Common Stock do not have cumulative voting, conversion, redemption rights or preemptive rights to acquire additional
shares. The Board of Directors is authorized, subject to limits imposed by relevant Nevada laws, to issue shares of Preferred Stock
in one or more classes or series within a class upon authority of the Board of Directors without further stockholder approval.
Any Preferred Stock issued in the future may rank senior to the Common Stock with respect to the payment of dividends or amounts
upon liquidation, dissolution or winding up of the Company, or both. In addition, any such shares of Preferred Stock may have class
or series voting rights.
After giving effect to the Dividend, we had
10,722,321 shares of Common Stock issued and outstanding, and no shares of Preferred Stock issued and outstanding.
INFORMATION REGARDING THE DIVIDEND
In connection with the Dividend, the Company
transferred $24,745 from accumulated deficit to common stock, representing the par value of additional shares issued. As a result
of the stock split, fractional shares equal to 110 whole shares were repurchased for $411. All share and per share amounts for
all periods presented have been retroactively adjusted to reflect the Dividend.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of March
8, 2016 information regarding the beneficial ownership of the Company’s voting securities (i) by each person or group known
by the Company to be the owner of record or beneficially of more than five percent of the Company’s voting securities, (ii)
by each of the Company’s directors and executive officers, and (iii) by all directors and executive officers of the Company
as a group. Except as indicated in the following notes, the owners have sole voting and investment power with respect to the shares.
Unless otherwise noted, each owner’s mailing address is c/o CreditRiskMonitor.com, Inc., 704 Executive Boulevard, Valley
Cottage, NY 10989.
Name of
Beneficial Owner
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Amount and Nature of
Beneficial Ownership
(1)
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Percent of
Class
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Santa Monica Partners, L.P./
La’Dadande Limited Partnership/
Lawrence J. Goldstein
(2)
1865 Palmer Avenue
Larchmont, NY 10538
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815,901
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7.58%
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Arosa Investment Management LLC
(3)
540 N Dearborn Street
Chicago, IL 60610
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633,950
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5.89%
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Flum Partners
(4)
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5,641,134
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52.42%
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Jerome S. Flum
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6,238,776
(5)(6)
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57.97%
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William B. Danner
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169,936
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1.58%
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Lawrence Fensterstock
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140,818
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1.31%
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Andrew J. Melnick
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52,000
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——*
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Jeffrey S. Geisenheimer
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121,448
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1.13%
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Joshua M. Flum
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45,500
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——*
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Richard J. James
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60,450
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——*
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All directors and executive officers
(as a group (7 persons))
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6,828,928
(5)(6)
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63.46%
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*less than 1%
(1)
Does not
give effect to (a) options to purchase 348,350 shares of Common Stock granted to 27 officers and employees pursuant to the 2009
Long-Term Incentive Plan of the Company, and (b) options to purchase an aggregate of 34,000 shares granted to the non-employee
directors pursuant to the 2009 Long-Term Incentive Plan of the Company. All of the foregoing options are not exercisable within
sixty days. Includes 2,600 shares of Common Stock issued to Flum Partners in consideration of loans to the Company. Includes options
to purchase 39,000 shares of Common Stock granted to Mr. Joshua Flum which are immediately exercisable.
(2)
Based on the information contained
in a Schedule 13G/A filed February 10, 2014. The general partner of Santa Monica Partners, L.P. is SMP Asset Management, LLC. The
general partner of La’Dadande Limited Partnership is La’Dadande Corp. Lawrence J. Goldstein is an individual investor,
the sole managing member and sole owner of SMP Asset Management, LLC, a limited partner of La’Dadande Limited Partnership
and President of La’Dadande Corp., and may be deemed to beneficially own these shares. Mr. Goldstein disclaims beneficial
ownership of these shares except to the extent of his pecuniary interest therein.
(3)
Based on the information contained
in a Schedule 13G filed July 7, 2015. The managing member of Arosa Investment Management LLC is Alex Tabatabai.
(4)
The sole
general partner of Flum Partners is Jerome S. Flum, Chairman of the Board and Chief Executive Officer of the Company.
(5)
Includes
5,641,134 shares owned by Flum Partners, of which Mr. Flum is the sole general partner, which are also deemed to be beneficially
owned by Mr. Flum because of his power, as sole general partner of Flum Partners, to direct the voting of such shares held by the
partnership. Mr. Flum disclaims beneficial ownership of the shares owned by Flum Partners. The 6,238,776 shares of Common Stock,
or 57.97% of the outstanding shares of Common Stock, may also be deemed to be owned, beneficially and collectively, by Flum Partners
and Mr. Flum, as a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the “Act”).
(6)
Includes
7,800 shares of Common Stock owned by a grandchild of Mr. Flum, the beneficial ownership of which is disclaimed by Mr. Flum. Also,
includes 260,000 shares of Common Stock owned by Family Trusts established by Mr. Flum, the beneficial ownership of which is disclaimed
by Mr. Flum.
The Company’s equity
compensation plans approved by stockholders are the 1998 Long-Term Incentive Plan, which expired May 11, 2009, and the 2009 Long-Term
Incentive Plan. The 2009 Long-Term Incentive Plan provides for the grant of options and other awards up to an aggregate of 1,300,000
shares of common stock.
The following table summarizes
information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all
equity compensation plans of the Company as of December 31, 2015,
adjusted to reflect the
Dividend.
|
Plan category
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Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
Weighted average
exercise price of
outstanding
options, warrants
and rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
first column)
|
Equity compensation plans
approved by stockholders
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337,350
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$3.01
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1,001,650
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Total
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337,350
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$3.01
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1,001,650
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COMPENSATION OF DIRECTORS AND EXECUTIVE
OFFICERS
The following table shows all cash compensation
paid or to be paid by the Company during the fiscal years indicated to the chief executive officer and all other executive officers
of the Company as of the end of the Company’s last fiscal year.
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SUMMARY COMPENSATION TABLE
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Name and Principal
Position
|
Year
|
Salary
|
Bonus
(1)
|
Option Awards
(2)
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All Other
Compensation
|
Total
|
Jerome S. Flum,
Chairman and Chief Executive Officer
|
2015
2014
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$170,000
$164,760
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$ 40,000
$ 33,750
|
$ -0-
$ -0-
|
$ -0-
$ -0-
|
$210,000
$198,510
|
William B. Danner,
President
|
2015
2014
|
$204,600
$198,600
|
$ 65,000
$ 48,750
|
$ 10,911
$ 10,911
|
$ -0-
$ -0-
|
$280,511
$258,261
|
Lawrence Fensterstock,
Senior Vice President
|
2015
2014
|
$170,000
$164,760
|
$ 63,000
$ 47,250
|
$ 740
$ 740
|
$ -0-
$ -0-
|
$233,740
$212,750
|
(1)
The amounts in this column
reflect bonuses awarded for the fiscal year shown but paid in the subsequent fiscal year.
(2)
Represents the compensation
costs of stock option awards for financial reporting purposes for the year under ASC 718, rather than an amount paid to or realized
by the Named Executive Officer. The ASC 718 value as of the grant date for stock options is spread over the number of months of
service required for the grant to become non-forfeitable. There can be no assurance that the ASC 718 amounts will ever be realized.
Outstanding Equity Awards
No stock options, stock
awards or stock appreciation rights were granted to the Company’s executive officers during the last fiscal year.
The following table reflects
outstanding equity grants to the Company’s executive officers as of December 31, 2015,
adjusted
to reflect the Company’s 1.3-for-1 stock split, effected in the form of a 30% stock dividend, effective as of December 15,
2015
:
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
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Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Un-exercisable
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned Options
(#)
|
Option Exercise
Price
($)
|
Option Expiration
Date
|
|
William B. Danner
|
-0-
|
13,000
|
-0-
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$5.58
|
01-14-21
|
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-0-
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6,500
|
-0-
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$2.32
|
07-11-22
|
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Lawrence Fensterstock
|
-0-
|
2,600
|
-0-
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$2.32
|
07-11-22
|
The closing market price
of the Company’s common stock on December 31, 2015 was $1.94 per share.
The options under Mr.
Danner’s grants expiring in 2021 and 2022 and Mr. Fensterstock’s grant expiring in 2022 may be exercised after four
years in installments upon the attainment of specified length of service. In the event of a change in control (as defined), the
options will vest in full at the time of such change in control.
Directors’ Fees
Effective January 1, 2010,
non-employee directors receive $750 per quarter or a total of $3,000 per calendar year.
|
DIRECTOR COMPENSATION
|
|
Name
|
Fees Earned or
Paid in Cash
|
Option
Awards
(1)
|
Total
|
|
Andrew J. Melnick
|
$ 3,000
|
$ 1,850
|
$ 4,850
|
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Jeffrey S. Geisenheimer
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$ 3,000
|
$ 1,850
|
$ 4,850
|
|
Joshua M. Flum
|
$ 3,000
|
$ 7,584
|
$10,584
|
|
Richard J. James
|
$ 3,000
|
$ 1,850
|
$ 4,850
|
(1)
Represents the compensations
costs for financial reporting purposes for the year under ASC 718.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports,
proxy statements and other information with the SEC. The periodic reports and other information we have filed with the SEC, may
be inspected and copied at the SEC's Public Reference Room at 100 F Street, N.E., Washington DC 20549. You may obtain information
as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains
reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC. The address
of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the address specified above.
APPENDICES
The following documents are appended to this information statement:
|
Appendix A
|
Written Consent To Action of The Majority Stockholders of Creditriskmonitor.Com, Inc.
|
|
Appendix B
|
Certificate of Change
|
* * *
Appendix A
Written Consent To Action of
The Majority Stockholders
of
Creditriskmonitor.Com, Inc.
THE UNDERSIGNED, being
the holders of a majority of the voting power of the issued and outstanding shares of Common Stock, par value $0.01 per share,
entitled to vote at a meeting of the stockholders of CreditRiskMonitor.com, Inc., a Nevada corporation (the “Corporation”),
hereby adopt the following resolutions by written consent to action without a meeting pursuant to Section 78.320(2) of the Nevada
Revised Statutes:
RESOLVED,
that the declaration by the Board of Directors of the Corporation of a 1.3 for 1 split of its common stock, in the form of
a 30% stock dividend (the “Stock Split”), payable on December 15, 2015 to the shareholders of record as of November
30, 2015, is hereby in all respects ratified, confirmed and approved; and
RESOLVED
,
that in connection with the Stock Split the Certificate of Incorporation of the Corporation be amended in the manner provided for
in the Certificate of Change (the “Certificate of Change”) substantially in the form annexed hereto as
Exhibit
A
, in order to increase the total number of shares of Common Stock the Corporation shall have the authority to issue from
25,000,000 to 32,500,000 shares of Common Stock, $0.01 par value per share.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the
undersigned has executed this consent as of this day of April, 2016.
|
|
FLUM PARTNERS, a Limited Partnership organized under Article 8 of the Partnership Law of the State of New York
|
|
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|
|
|
|
By:
|
|
|
|
|
Jerome S. Flum, general partner
|
|
|
|
|
|
|
|
|
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JEROME S. FLUM, individually
|
Appendix B
Certificate of Change
|
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
|
|
Certificate of Change Pursuant to NRS 78.209
|
|
USE BLACK INK ONLY - DO NOT HIGHLIGHT
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
Certificate of Change filed Pursuant to
NRS 78.209
For Nevada Profit Corporations
1. Name of corporation:
|
CREDITRISKMONITOR.COM, INC.
|
2. The board of directors have adopted a resolution pursuant
to NRS 78.209 and have obtained any required approval of the stockholders.
3. The current number of authorized shares and the
par value, if any, of each class or series, if any, of shares before the change:
|
25,000,000 common shares with a par value of $0.01
5,000,000 preferred shares with a par value of $0.01
|
4. The number of authorized shares and the par value,
if any, of each class or series, if any, of shares after the change:
|
32,500,000 common shares with a par value of $0.01
5,000,000 preferred shares with a par value of $0.01
|
5. The number of shares of each affected class or
series, if any, to be issued after the change in exchange for each issued share of the same class or series:
|
0.3 additional common shares for each issued common share
|
6. The provisions, if any, for the issuance of fractional
shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the
percentage of outstanding shares affected thereby:
|
Fractional shares equal to 110 whole shares were repurchased for $411.
|
|
7. Effective date and time of filing: (optional)
|
Date:
|
|
Time:
|
|
|
|
(must not be later than 90 days after the certificate is filed)
|
8. Signature: (required)
|
X
|
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Signature of Officer
|
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Title
|
IMPORTANT:
Failure
to include any of the above information and submit with the proper fees may cause this filing to be rejected.
|
This form must be accompanied by appropriate fees.
|
Nevada Secretary of State Stock Split
|
Revised: 1-5-15
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