cci_8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) January 30,
2009
COMPETITIVE
COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-50668
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65-1146821
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3751
Merced Drive, Suite A
Riverside,
CA
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92503
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (951)
687-6100
Copies
of Communications to:
Stoecklein
Law Group
402
West Broadway, Suite 690
San
Diego, CA 92101
(619)
704-1310
Fax
(619) 704-1325
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointments of Principal Officers
(c) Appointment of
Officers
On February 10, 2009, the Board of
Directors confirmed the appointments of Dr. Ray Powers as the Registrant’s
President and Mr. William Gray as the Registrant’s Chief Executive Officer and
Chief Financial Officer.
(d) Appointment of
Directors
On January 30, 2009, the Registrant
held a shareholders’ meeting whereby seven directors were elected to the
Registrant’s Board of Directors. The following list is those
directors elected at the meeting: Jerald Woods, David Hewitt, William
H. Gray, Ray Powers, Larry Griffin, Michael Benbow, and Tonni Lyn
Smith-Atkins. Below are the resumes for each director.
Jerald
Woods has serves as the Chief Executive Officer since November
2007. Prior to becoming the CEO, Mr. Woods was the Vice President and
Director of CA Networks, Inc. and subsequent to the merger of CCI and CA
Networks, Inc. he had remained in those positions. Prior to the
merger, Mr. Woods served as a telecommunications consultant for Competitive
Companies. Additionally, Mr. Woods has been a director of CCI since
1998. From 1994 to 2000 he was an Officer and Director of APMSAFE.COM
(American Privacy Management, Inc.), a private company engaged in the computer
encryption business. From 1988 to 1994, he was Chairman and Director
for American Digital Communications, Inc. From 1984 to 1989, he
hosted and produced “Breakthroughs in Technology,” an investment program
specializing in high technology companies. He currently is President
of JLW Communications Services. Mr. Woods has served as a director
for several private companies as well as owning his own investment banking and
advertising companies.
David
Hewitt has been a Director since December 2001 and became a director
as a result of the merger with Huntington Telecommunications
Partners. Prior to joining the Company through the merger with
Huntington Telecommunications, Inc., he was the Co-Founder and President of
Huntington Partners, Inc., which was a development and investment company
providing capital and management for real estate and business venture
investments as well as an affiliate to the general partner of Huntington
Telecommunicaitons. Currently, Mr. Hewitt is the Managing Member of
Southwind Realty Group, LLC, which focuses on the acquisition and redevelopment
of infill residential properties in Southern California. From 1999 to
2005, Mr. Hewitt was a founder, Chairman, and a Director of Silverwood
Investments, LLC, a real estate investment company focused on apartment property
development throughout California. From 1989 to 1992, he was
Co-Founder and Managing Director of Trilateral Company, a real estate firm. He
has an MBA with Distinction from Amos Tuck School of Business Administration at
Dartmouth College and a BA from University of Rochester.
William
Gray became a Director upon the resignation of Mr. Henri Hornby in
November 2008. Additionally, Mr. Gray is the founder of Innovation
Capital Management, Inc. (ICM), a Delaware Corporation that was incorporated in
May 2008. ICM is involved in managing investment securities design
and development. ICM is also the owner of ICM LLC and DiscoverNet,
Inc. DiscoverNet, Inc. is a full service Internet Service Provider
currently deploying wireless broadband Internet throughout western Wisconsin and
was incorporated in July of 1996. Mr. Gray has been the President and
Chief Executive Officer of DiscoverNet since May of 1997 and has been chiefly
responsible for the funding of DiscoverNet since inception. Most
recently, the Company has developed a proprietary propagation software capable
of designing tier one wireless networks via the web. ICM intends to
offer this unique software to other Wireless Internet Service Providers (WISP)
as part of its planned investment and acquisition program. Mr. Gray
is highly skilled and experienced in designing investment securities, developing
financial forecast, structuring mergers and acquisitions, writing business plans
and drafting private placement memorandum. Mr. Gray has managed
investment securities exceeding $100 million.
Dr.
Ray Powers was appointed to the Company’s Board of Directors on November
25, 2008. Mr. Powers’ business leadership experience spans over 30 years
in a Fortune 200 corporate environment of AT&T/US West/Quest followed by
accomplishments in a variety of enterprise scenarios. Dr. Powers began his
career at AT&T in 1965 and continued to work in various capacities for
AT&T and its successors until 1996. Currently, Dr. Powers is the chief
consultant for Strategic Alliance Enterprises, Inc., which provides new
technology communications products and services and serves in a consulting role
in project management, development of business plans and process improvement
initiatives. Prior to his consulting work, from 2004 to 2006, Dr. Powers
served as the Executive Vice President and Chief Operating Officer of Corban
Networks, Inc., which is a communications industry service provider specializing
in wireless communications. From 1998 to 2004, Dr. Powers served as the
President and Chief Executive Officer of Compass Corporate Holdings, Inc., which
through its subsidiaries provided technology services, technology management and
project management consulting. Dr. Powers has served on several companies’
Board of Directors and currently sits on the Board of Strategic Alliance
Enterprises, Inc., Worldwide Communications Associates, Inc., and the Executive
Initiative Institute. Dr. Powers holds a Bachelor of Science from Arizona
State University, a MBA in Technology Management and a Doctorate in Educational
Leadership from the University of Phoenix. Dr. Powers is also an adjunct
professor for both undergraduate and graduate level courses at the University of
Phoenix.
Larry
Griffin has been the IT Director for Diamondback Management, Inc. since
2005 and prior to that worked as an independent contractor from 1998 to
2005. Additionally, he was the Director of Network Development O.S.
for WorldCom from 1988 to 1997. At WorldCom, Mr. Griffin was
responsible for WorldCom’s redesign and development of its integrated billing
systems during the Company’s accelerated telecom acquisitions in the mid
1990’s. Mr. Griffin was the chief architect with the sub-system of
the DEX (Digital Switch) switches to allow account codes to be validated against
a common database from any switch in the DEX network. He led the
design and development of a switch update and CDR collection systems for the DEX
network. Mr. Griffin hopes to advise CCI on its integrated billing
systems for future subscriber acquisitions.
Michael
Benbow has over 43 years of experience in engineering management, design,
and project management. Mr. Benbow is currently the Chief Executive
Officer of M S Benbow and Associates, a full-service engineering company,
whereby he has held this role since 1986. Mr. Benbow has also assisted
other entities as a Founding Director such as: Compass Telecommunications, a
nation-wide integrated communications provider, started in 1998; Computerized
Processes Unlimited, a software and systems integration company, started in
1985; and of Omni Technologies, a telecommunications research and development
facility, started in 1994. Additionally, Mr. Benbow is a Registered
Professional Electrical and Mechanical Engineer in the State of Louisiana;
Registered Professional Control Systems Engineer in the State of California; and
a Registered Professional Engineer in the State of Mississippi. Mr. Benbow
has a BSME from Purdue University and JD from Loyola University. Mr.
Benbow also belongs to American Society of Mechanical Engineers, Louisiana
Engineering Society, Louisiana Bar Association, Instrument Society of America,
where he was the past president of the New Orleans Section, and University of
New Orleans Engineering Advisory Council, where he served as the Past
Chairman.
Tonni
Lyn Smith-Atkins is the owner operator of AACR LLC, a company that
provides general business operations consulting to small
businesses. Ms. Atkins started AACR, LLC in February
2003. Prior to working with AACR, Ms. Atkins worked as an investment
representative where she was responsible for preparing quarterly and annual
financial reports and created yearly client investment
portfolios. Ms. Atkins holds a Series 7 Securities License and is
experienced in providing quarterly and annual financial
reporting. Ms. Atkins holds a Master Degree in Finance and Accounting
from New York University.
When
the accompanying proxy is properly executed and returned, the shares it
represents will be voted in accordance with the directions indicated thereon or,
if no direction is indicated, the shares will be voted in favor of the election
of the 7 nominees identified above. CCI expects each nominee to be
able to serve if elected, but if any nominee notifies CCI before this meeting
that he or she is unable to do so, then the proxies will be voted for the
remainder of those nominated and, as designated by the Directors, may be voted
(i) for a substitute nominee or nominees, or (ii) to elect such lesser number to
constitute the whole Board as equals the number of nominees who are able to
serve.
Currently,
the Registrant does not have separate committees within the Board of Directors
such as an Audit, Nominating, or Governance committees due to having limited
resources. Therefore, the Registrant’s entire board of directors will
work in performing some of the functions associated with these separate
committees. Additionally, as a result of having limited resources the
Registrant does not currently have an established compensation package for board
members but may implement a compensation package in the future when and if
resources are available to do so.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 30, 2009, the shareholders
of the Registrant voted to increase the authorized common shares of the
Registrant from 70,000,000 authorized shares of common stock to 500,000,000
authorized shares of common stock. Additionally, the shareholders
voted to increase the authorized preferred shares of the Registrant from
10,000,000 authorized shares of preferred stock to 100,000,000 authorized shares
of preferred stock. As a result of this vote, the Registrant filed an amendment
to its Articles of Incorporation to reflect this change. A copy of
the Certificate of Amendment is attached hereto as Exhibit 3(i)(b).
Section
8 – Other Events
Item
8.01 Other
Events
On February 10, 2009, the Registrant
issued a correction press release announcing an agreement to allow for the
Company to provide T-Mobile Services. A copy of the press release is
attached hereto as Exhibit 99.1.
On February 11, 2009, the Registrant
issued a press release announcing a contract with a wholesale distribution
channel anticipated to represent over 2,000 T-Mobile SIMS card units a
month. A copy of the press release is attached hereto as Exhibit
99.2.
On February 11, 2009, the Registrant
issued a press release announcing a contract with a marketing company to
purchase up to 5,000 T-Mobile SIMS cards a month. A copy of the press
release is attached hereto as Exhibit 99.3.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
EXHIBITS
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Exhibit Number
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Description
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3(i)(b)
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Certificate
of Amendment to Articles of Incorporation
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99.1
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Press
Release Announcing Contract to Provide T-Mobile
Services
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99.2
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Press
Release Announcing Contract for 2,000 T-Mobile SIMS card
units
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99.3
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Press
Release Announcing Contract for up to 5,000 T-Mobile SIMS
cards
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
COMPETITIVE
COMPANIES, INC.
By:/s/ Ray
Powers________
Ray
Powers, President
Date: February
20, 2009