SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, For Use of the Commission Only
(As Permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TRINITY LEARNING CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] 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 fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
-1-
TRINITY LEARNING CORPORATION
4101 INTERNATIONAL PARKWAY
CARROLLTON, TEXAS 75007
(TEL) (972) 309-4000
TO THE STOCKHOLDERS OF TRINITY LEARNING CORPORATION
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the "Meeting")
of Trinity Learning Corporation, a Utah corporation (the "Company" or
"Trinity"), will be held on *, 2006 at 8:30 a.m. Central Standard Time at 4101
International Parkway, Carrollton, Texas 75007, for the following purposes:
1. To amend the Company's Articles of Incorporation to change the name of the
Company from Trinity Learning Corporation to TWL Corporation and to increase the
authorized number of common stock from 100,000,000 shares to 750,000,000 shares
(the text of the Articles of Amendment to the Articles of Incorporation, as
amended, of Trinity Learning Corporation is attached hereto as Exhibit A).
2. To transact such other business as may properly come before the Meeting and
any adjournment or postponement thereof.
Only stockholders who own shares of our common stock at the close of business on
* are entitled to notice of and to vote at the special meeting. You may vote
your shares by:
- marking, signing and dating the enclosed proxy card as promptly as possible
and returning it in the enclosed postage-paid envelope.
You may also vote in person at the special meeting, even if you use the option
listed above.
We have enclosed with this Notice of Special Meeting, a proxy statement and a
form of proxy.
By Order of the Board of Directors,
/s/Patrick R. Quinn
----------------------
Patrick R. Quinn
Chief Financial Officer
Carrollton, Texas
July 12, 2006
-2-
TRINITY LEARNING CORPORATION
4101 INTERNATIONAL PARKWAY
CARROLLTON, TEXAS 75007
(TEL) (972) 309-4000
PROXY STATEMENT FOR 2006 SPECIAL MEETING OF STOCKHOLDERS
The board of directors is soliciting proxies to be used at our *, 2006 special
meeting of stockholders. Please read and carefully consider the information
presented in this proxy statement and vote by completing, dating, signing and
returning the enclosed proxy in the enclosed postage-paid envelope.
This proxy statement and the form of proxy will be mailed to all stockholders on
or about *, 2006.
INFORMATION ABOUT THE SPECIAL MEETING
WHEN IS THE SPECIAL MEETING?
*, 2006, 8:30 a.m. Central Standard Time
WHERE WILL THE SPECIAL MEETING BE HELD?
The meeting will be held at 4101 International Parkway, Carrollton, Texas 75007.
WHAT ITEMS WILL BE VOTED UPON AT THE SPECIAL MEETING?
You will be voting on the following matters:
1. CHANGE THE NAME OF THE COMPANY AND INCREASE THE AUTHORIZED NUMBER OF
SHARES OF COMMON STOCK. To amend the Company's articles of incorporation to
change the name of the Company from Trinity Learning Corporation to TWL
Corporation and to increase the authorized number of common stock from
100,000,000 shares to 750,000,000 shares; and
2. OTHER BUSINESS. To transact such other business as may properly come
before the special meeting or any adjournment of the special meeting.
WHO CAN VOTE?
Stockholders of record at the close of business on * , 2006, the record date for
the meeting, are entitled to receive notice of and to participate in the Special
Meeting. As of that record date, the Company had outstanding and entitled to
vote * shares of common stock. The common stock is the only class of stock of
Trinity that is outstanding and entitled to vote at the Annual Meeting. If you
were a stockholder of record of common stock on that record date, you will be
entitled to vote all of the shares that you held on that date at the meeting, or
any postponements or adjournments of the meeting. Each outstanding share of
Trinity's common stock will be entitled to one vote on each matter. Stockholders
who own shares registered in different names or at different addresses will
receive more than one Proxy card. You must sign and return each of the Proxy
cards received to ensure that all of the shares owned by you are represented at
the Annual Meeting.
YOUR BOARD OF DIRECTORS HAS APPROVED EACH OF THE PROPOSALS SET FORTH HEREIN.
ACCORDINGLY, THE BOARD RECOMMENDS A VOTE FOR THE AUTHORIZATION OF THE CHANGE OF
THE NAME OF THE COMPANY AND THE INCREASE OF THE AUTHORIZED NUMBER OF SHARES OF
COMMON STOCK.
HOW DO I VOTE BY PROXY?
You may vote your shares by mail by marking, signing and dating the enclosed
proxy card as promptly as possible and returning it in the enclosed postage-paid
envelope. Proxies should be sent by the stockholder to the Company at the
following address: 4101 International Parkway, Carrollton, Texas 75007. A
pre-addressed, postage-paid envelope is provided for this purpose.
For each item of business, you may vote "FOR" or "AGAINST" or you may "ABSTAIN"
from voting.
If you return your signed proxy card but do not specify how you want to vote
your shares, we will vote them:
- "FOR" the adoption of the change of the name of the Company and the
increase in the authorized number of shares of common stock;
If any matters other than those set forth above are properly brought before the
special meeting, the individuals named in your proxy card may vote your shares
in accordance with their best judgment.
-3-
HOW DO I CHANGE OR REVOKE MY PROXY?
You can change or revoke your proxy at any time before it is voted at the
special meeting by:
1. Submitting another proxy by mail with a more recent date than that of the
proxy first given;
2. Sending written notice of revocation to the Company at the following address:
4101 International Parkway, Carrollton, Texas 75007; or
3. Attending the special meeting and voting in person. If your shares are held
in the name of a bank, broker or other holder of record, you must obtain a
proxy, executed in your favor, from the holder of record to be able to vote at
the meeting.
WHAT CONSTITUTES A "QUORUM" FOR THE SPECIAL MEETING?
One-half of the outstanding shares of the Company's common stock entitled to
vote at the special meeting present or represented by proxy, constitutes a
quorum. A quorum is necessary to conduct business at the special meeting. You
will be considered part of the quorum if you have voted by proxy. Abstentions,
broker non-votes and votes withheld from director nominees count as "shares
present" at the special meeting for purposes of determining a quorum. However,
abstentions and broker non-votes do not count in the voting results. A broker
non-vote occurs when a broker or other nominee who holds shares for another does
not vote on a particular item because the broker or nominee does not have
discretionary authority for that item and has not received instructions from the
owner of the shares.
HOW MANY VOTES ARE REQUIRED?
The proposal to amend the Articles of Incorporation to change the name of the
Company from Trinity Learning Corporation to TWL Corporation and to increase the
number of authorized shares will require the affirmative vote of at least a
majority of the Company's outstanding shares of Common Stock. Thus, any
abstentions, "broker non-votes" (shares held by brokers or nominees as to which
they have no discretionary authority to vote on a particular matter and have
received no instructions from the beneficial owners or persons entitled to vote
thereon), or other limited proxies will have the effect of a vote against
amending the Company's Articles of Incorporation.
WHO PAYS FOR THE SOLICITATION OF PROXIES?
We will pay the cost of preparing, printing and mailing material in connection
with this solicitation of proxies. We will, upon request, reimburse brokerage
firms, banks and others for their reasonable out-of-pocket expenses in
forwarding proxy material to beneficial owners of stock or otherwise in
connection with this solicitation of proxies.
DISSENTER'S RIGHT OF APPRAISAL
No action will be taken in connection with the proposal described in this Proxy
Statement for which Utah law, our Articles of Incorporation or Bylaws provide a
right of a shareholder to dissent and obtain appraisal of or payment for such
shareholder's shares.
SHAREHOLDER PROPOSALS
Our Board of Directors has not yet determined the date on which the next annual
meeting of shareholders will be held. Any proposal by a shareholder intended to
be presented at our next annual meeting of shareholders must be received at our
offices a reasonable amount of time prior to the date on which the information
or proxy statement for that meeting is mailed to shareholders in order to be
included in the information or proxy statement relating to that meeting.
-4-
PROPOSAL 1: TO CONSIDER AND VOTE UPON A PROPOSAL TO AMEND
THE COMPANY'S ARTICLES OF INCORPORATION, AS AMENDED,
TO CHANGE THE NAME OF THE COMPANY
FROM TRINITY LEARNING CORPORATION TO TWL CORPORATION AND
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 100,000,000 TO 750,000,000
(ITEM 1 ON THE PROXY CARD)
OVERVIEW
On * , 2006, the Board of Directors authorized an amendment to the
Company's Articles of Incorporation to change the name of the Company from
Trinity Learning Corporation to TWL Corporation and to increase the number of
our authorized shares. Subject to shareholder approval, Article I and III would
be amended to read as follows and would be filed with the Utah Secretary of
State:
Article I "The name of this corporation (the "Corporation") is: TWL
Corporation"
Article III "The aggregate number of shares which the Corporation
shall have authority to issue is Seven Hundred Sixty Million (760,000,000)
shares of capital stock consisting of Seven Hundred Fifty Million
(750,000,000) shares of common stock ("Common Stock") and Ten Million
(10,000,000) shares of preferred stock ("Preferred Stock").
The authority to issue the Preferred Stock shall be vested in the
board of directors. The board of directors, without shareholder action, may
amend the Corporation's Articles of Incorporation pursuant to Section
16-10a-1002 of the Utah Revised Business Corporation Act to:
(i) create one or more series of Preferred Stock, fix the number of
shares of each such series, and designate, in whole or part, the
preferences, limitations, and relative rights of the series, all before the
issuance of any shares of that series;
(ii) alter or revoke the preferences, limitations, and relative rights
granted to or imposed upon any wholly unissued series of Preferred Stock;
or
(iii) increase or decrease the number of shares constituting any
series, the number of shares of which was originally fixed by the board of
directors, either before or after the issuance of shares of the series,
provided that the number may not be decreased below the number of shares of
the series then outstanding, or increased above the total number of
authorized shares of Preferred Stock available for designation as part of
the series.
The preferences, limitations, and relative rights of the Preferred Stock or any
series of the Preferred Stock may include, but is not limited to, Preferred
Stock that (a) has special, conditional or limited voting rights, or no right
to vote; (b) is redeemable or convertible; (c) entitles the holders to
distributions calculated in any manner, including dividends that may be
cumulative, non-cumulative, or partially cumulative; (d) and Preferred Stock
that has preference over the Common Stock with respect to distributions,
including dividends and distributions upon the dissolution of the corporation.
The above-described authority of the board of directors to fix and determine may
be exercised by corporate resolution from time to time as the board of directors
sees fit."
The Board of Directors recommends that you vote to approve the amendment to
the Articles of Incorporation, as amended. The Board of Directors believes that
it is in the best interests of shareholders to use the opportunity presented by
the Special Meeting to vote on the proposed amendment of the current Articles of
Incorporation. It is anticipated that the overall effect of these changes will
be to make the administration of the Company's business efficient and provide
more flexibility for management in conducting the Company's operations, within
the limits of applicable law. Adoption of the Amended and Restated Articles of
Incorporation will not alter in any way the Board of Directors' existing
fiduciary obligations.
The discussion below highlights the details with respect to the proposed
amendment to the Articles of Incorporation, as amended. The proposed amendment
is increasing the authorized common stock of the Company from 100,000,000 to
750,000,000 shares.
If this proposal is approved by shareholders, the Board of Directors will
direct the Company to file the Articles of Amendment to the Company's Articles
of Incorporation, reflect the shareholders' approval of the proposed change.
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO
750,000,000
On * 2006, the Board of Directors authorized an amendment to the Company's
Articles of Incorporation to change the name of the Company from Trinity
Learning Corporation to TWL Corporation and to increase the number of our
authorized shares The terms of the additional shares of common stock will be
identical to those of the currently outstanding shares of common stock. The
terms of the additional shares of common stock will be identical to those of the
currently outstanding shares of common stock. However, because holders of common
stock have no preemptive rights to purchase or subscribe for any unissued stock
of the Company, the issuance of additional shares of common stock will reduce
the current stockholders' percentage ownership interest in the total outstanding
shares of Common Stock. This amendment and the creation of additional shares of
authorized common stock will not alter the current number of issued shares. The
relative rights and limitations of the shares of common stock will remain
unchanged under this amendment.
-5-
As of the Record Date, a total of * shares of the Company's currently
authorized * shares of common stock are issued and outstanding. The increase in
the number of authorized but unissued shares of common stock would enable the
Company, without further stockholder approval, to issue shares from time to time
as may be required for proper business purposes, such as raising additional
capital for ongoing operations, business and asset acquisitions, stock splits
and dividends, present and future employee benefit programs and other corporate
purposes.
The proposed increase in the authorized number of shares of common stock
could have a number of effects on the Company's stockholders depending upon the
exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company. Similarly, the issuance of additional
shares to certain persons allied with the Company's management could have the
effect of making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. Except as further discussed herein, the Board of Directors is not
aware of any attempt, or contemplated attempt, to acquire control of the
Company, and this proposal is not being presented with the intent that it be
utilized as a type of anti- takeover device.
Stockholders do not have any preemptive or similar rights to subscribe for
or purchase any additional shares of common stock that may be issued in the
future, and therefore, future issuances of common stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.
The Board of Directors of the Company has the present intention of issuing
shares of common stock in connection with the Securities Purchase Agreement (the
"Agreement") entered into by the Company on March 31, 2006, in order to satisfy
the obligations the Company undertook pursuant to aforementioned agreement.
Pursuant to the Agreement the Company has the obligation to register and reserve
for issuance130% of the number of shares underlying the Registrable Securities
as defined in the Agreement. For further description of the transaction, see
Section "Private Financing Transaction," and the Company's Current Report filed
with the SEC on Form 8-K on April 3, 2006, which is hereby incorporated by
reference. Furthermore, such issuance of common stock could have the effects set
forth above, however, this proposal is not being presented as, and it is not
part of, any plan to adopt a series of anti-takeover measures.
Private Financing Transaction
On March 31, 2006, we entered into a Securities Purchase Agreement with
certain accredited investors for the issuance of an aggregate of $4,500,000
in face amount of 15% Senior Secured Convertible Debentures (the "Debentures")
maturing March 31, 2010, and four year warrants (the "Warrants") to
purchase an aggregate of 7,200,000 shares of common stock of the Company. The
Debentures accrue interest at a rate of 15% per annum.
The Debentures are convertible into shares of the Company's common stock at a
price equal to $0.25 per share. The Company is obligated to pay 1/24th of the
face amount of the Debenture on the first of every month, starting March 31,
2008, which payment can be made in cash or in common stock of the Company. The
Company may pay this amortization payment in cash or in stock at the lower of
$0.25 per share (the "Set Price") or 80% of the volume weighted average price of
the Company's stock for the twenty trading days prior to the repayment date. The
Company's obligation to repay Debentures is secured by all of its assets, and
the assets of its wholly owned subsidiary, Trinity Workplace Learning
Corporation (the "Subsidiary"), pursuant to a certain Security Agreement which
the Company and the Subsidiary entered into with the investors on March 31,
2006. In addition, the Company's Subsidiary entered into a Subsidiary Guarantee
with the investors on March 31, 2006 pursuant to which the Subsidiary agreed to
guarantee the Company's repayment of the Debentures to the investors.
In the event of default, the investors may require payment, which shall be the
greater of: (A) 130% of the principal amount of the Debenture to be prepaid,
plus all accrued and unpaid interest thereon, or (B) the principal amount of the
Debenture to be prepaid, divided by the conversion price on (x) the date the
default amount is demanded or otherwise due or (y) the date the default amount
is paid in full, whichever is less, multiplied by the volume weighted average
price on (x) the date the default amount is demanded or otherwise due or (y) the
date the default amount is paid in full, whichever is greater.
The Warrants are exercisable into shares of the Company's common stock at a
price equal 120% of closing bid price of the Company's common stock on the day
that is one day prior to the initial closing date. If at any time after one year
from the date of issuance of the Warrant, there is no effective registration
statement registering the resale of the shares underlying the Warrant, then the
Warrant may be exercised at such time by means of a cashless basis. The number
of shares underlying the warrants equals 40% of the shares of common stock
issuable on full conversion of the Debentures at the Set Price (as if the
Debentures were so converted on March 31, 2006).
The conversion price of the debentures and the exercise price of the
warrants may be adjusted in certain circumstances such as if we pay a stock
dividend, subdivide or combine outstanding shares of common stock into a greater
or lesser number of shares, or take such other actions as would otherwise result
in dilution of the investors' position.
-6-
The investors have agreed to restrict their ability to convert their
debentures or exercise their warrants and receive shares of our common stock
such that the number of shares of common stock held by them in the aggregate and
their affiliates after such conversion of the Debentures does not exceed 4.99%
or exercise of the Warrants does not exceed 9.99% of the then issued and
outstanding shares of common stock. Furthermore, the investors may exercise
the Warrants on a cashless basis if the shares underlying the Warrants are not
then registered. In the event of a cashless exercise, we will not receive any
proceeds.
CHANGE OF THE NAME OF THE COMPANY
On * , 2006, the Board of Directors authorized an amendment to the Company's
Articles of Incorporation to change the name of the Company from Trinity
Learning Corporation to TWL Corporation. Subject to shareholder approval,
Article I would be amended to read as follows and would be filed with the Utah
Secretary of State:
"The name of the Corporation is: TWL Corporation"
The amendment to the Company's Articles of Incorporation, as amended, will
change the Company's name from Trinity Learning Corporation to TWL Corporation.
The Company believes that the name change would be in the best interests of the
Company because the new name more appropriately reflects the business focus of
the Company and its primary subsidiary. The name change will become effective
when the Articles of Amendment to the Articles of Incorporation are filed with
the Secretary of State of the State of Utah. The Company intends to file the
Articles of Amendment promptly after the stockholders approve the name change at
which time the Company will also change its name and stock symbol on the
Over-The-Counter Bulletin Board.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE
COMPANY FROM TRINITY LEARNING CORPORATION TO TWL CORPORATION AND TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK FROM 100,000,000 TO
750,000,000.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of the following:
COMMON STOCK
As of the Record Date, there were 100,000,000 shares of Common Stock authorized
with a par value of $0.001 per share, of which approximately * shares were
issued and outstanding. Each holder of Trinity's Common Stock is entitled to one
vote for each share held of record on all matters submitted to the vote of
stockholders, including the election of directors. All voting is non-cumulative,
which means that the holder of fifty percent (50%) of the shares voting for the
election of the directors can elect all the directors. The holders of Common
Stock are entitled to receive pro rata dividends, when and as declared by the
Board of Directors in its discretion, out of funds legally available therefore,
but only if all dividends on the Preferred Stock have been paid in accordance
with the terms of such Preferred Stock and there exists no deficiency in any
sinking fund for the Preferred Stock.
Dividends on the Common Stock are declared by the Board of Directors. The
payment of dividends on the Common Stock in the future, if any, will be
subordinate to the Preferred Stock and will be determined by the Board of
Directors. In addition, the payment of such dividends will depend on the
Company's financial condition, results of operations, capital requirements and
such other factors as the Board of Directors deems relevant.
PREFERRED STOCK
As of the Record Date, the Company has 10,000,000 shares of Preferred Stock
designated at no par value. The Board of Directors has sole discretion in
designating the preferences, limitations and relative rights of the Preferred
Stock. The Company presently has no Preferred Stock designated or outstanding.
BENEFICIAL OWNERSHIP OF TRINITY LEARNING CORPORATION'S COMMON STOCK OF PRINCIPAL
STOCKHOLDERS, DIRECTORS AND MANAGEMENT
The following table sets forth the number of and percent of the Company's common
stock beneficially owned by:
- all directors and nominees, naming them,
- our executive officers,
- our directors and executive officers as a group, without naming them, and
- persons or groups known by us to own beneficially 5% or more of our Common
Stock or our Preferred Stock having voting rights:
-7-
The percentages in the table have been calculated on the basis of treating
as outstanding for a particular person, all shares of our capital stock
outstanding on June 5, 2006 and all shares of our common stock issuable to that
person in the event of the exercise of outstanding options and other derivative
securities owned by that person which are exercisable within 60 days of June 5,
2006. Except as otherwise indicated, the persons listed below have sole voting
and investment power with respect to all shares of our capital stock owned by
them. Unless otherwise indicated, the address for each of the following is 4101
International Parkway Carrollton, Texas 75007.
Total Percent
Number of Beneficial of Class
Number of Options & Ownership Beneficially
Beneficial Owner Shares Owned Warrants (1) (2) Owned
------------------------------- ------------ ------------ ----------- ------------
Dennis J. Cagan
Chief Executive Officer
and Director 0 346,869 (3) 346,869 *
Doug Cole
Executive Vice President
and Director 2,009,972 908,474 (4) 2,918,446 6.86%
William Jobe
6654 Bradbury Court
Fort Worth, TX 76132
Director 200,000 467,964 (5) 667,964 1.58%
Arthur R. Kidson
2 Epsom Road
Stirling, East London
Republic of South Africa
Director 0 346,499 (6) 346,499 *
Richard G. Thau
2468 Sharon Oaks Drive
Menlo Park, CA 94025
Director 0 509,644 (7) 509,644 1.21%
Ron S. Posner
820 Stony Hill Road
Tiburon, CA 94920
Director 100,000 224,425 (8) 324,425 *
Patrick R. Quinn
Chief Financial Officer 0 322,461 (9) 322,461 *
Steven Hanson
1319 NW 86th Street
Vancouver, WA 98665
5% Shareholder 2,000,000 3,000,000 5,000,000 12.01%
Theodore Swindells
11400 Southeast 8th Street
Bellevue, WA 98004
5% Shareholder 1,550,000 1,275,000 2,825,000 6.79%
Luc Verelst
Verbier, Switzerland 1936
5% Beneficial Owner 3,725,138 4,000,000 7,725,138 18.56%
All executive officers and
directors of the Company as a
group (7 persons) 2,309,972 3,126,336 5,414,234 12.1%
*Denotes less than one percent (1%).
** Unless otherwise stated, all stock options granted expire 5 years from the
date of the respective stock option grant.
(1) Reflects warrants, options or other convertible securities that will be
exercisable, convertible or vested as the case may be within 60 days of June 5,
2006.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or become exercisable within 60 days following June 5, 2006 are
deemed outstanding. These shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person. Unless
otherwise indicated in the footnotes to this table, the persons and entities
named in the table have sole voting and sole investment power with respect to
the shares set forth opposite such shareholder's name.
(3) Consists of (i) 25,000 stock options, which are fully vested, granted on
October 9, 2002 and which expire on October 9, 2007; (ii) 125,000 stock options
granted on May 19, 2005, of which 71,896 would vest by September 1, 2006; (iii)
250,000 stock options granted on May 9, 2006, of which 125,000 would vest by
September 1, 2006; and (iv) 125,000 stock options granted on February 8, 2006,
fully vested. **
(4) Consists of (i) 250,000 stock options, fully vested, granted on December 1,
2002 and which expire on October 9, 2007; (ii) 250,000 stock options granted on
December 31, 2003, of which 234,490 would vest by September 1, 2006; (iii)
250,000 stock options granted on January 28, 2005, of which 164,023 would vest
by September 1, 2006; (iv) 250,000 stock options granted on April 18, 2005, of
which 148,850 would vest by September 1, 2006; and (v) 250,000 stock options
granted on February 8, 2006, of which 111,111 would vest by September 1, 2006.
**
(5) Consists of (i) 25,000 stock options, fully vested, granted on October 9,
2002; (ii) 125,000 stock options granted on December 31, 2003, of which 117,245
would vest by September 1, 2006; (iii) 25,000 stock options granted on September
1, 2004, of which 19,283 would vest by September 1, 2006; (iv) 125,000 stock
options granted on January 28, 2005, of which 82,011 would vest by September 1,
2006; (v) 125,000 stock options granted on April 18, 2005, of which 74,425 would
vest by September 1, 2006; and (v) 150,000 stock options granted on February 8,
2006, which are fully vested. **
(6) Consists of (i) 125,000 stock options granted on February 1, 2004, of which
114,641 would vest by September 1, 2006; (ii) 25,000 stock options granted on
September 1, 2004, of which 19,283 would vest by September 1, 2006; (iii) 50,000
stock options granted on January 28, 2005, of which 32,805 would vest by
September 1, 2006; (iv) 50,000 stock options granted on April 18, 2005, of which
29,770 would vest by September 1, 2006; and (v) 150,000 stock options granted on
February 8, 2006, which are fully vested. **
(7) Consists of (i) 25,000 stock options, which are fully vested, granted on
October 9, 2002 and which expire on October 9, 2007; (ii) 125,000 stock options
granted on February 1, 2004, of which 114,641 would vest by September 1, 2006;
(iii) 50,000 stock options granted on September 1, 2004, of which 38,566 would
vest by September 1, 2006; and (iv) 125,000 stock options granted on January 28,
2005, of which 82,011 would vest by September 1, 2006; (v) 125,000 stock options
granted on April 18, 2005, of which 74,425 would vest by September 1, 2006; and
(vi) 175,000 stock options granted on February 8, 2006, which are fully vested.
**
(8) Consists of (i) 25,000 stock options, which are fully vested, granted on
April 1, 2003 and which expire on October 9, 2007; (ii) 125,000 stock options
granted on April 18, 2005, of which 74,425 would vest by September 1, 2006; and
(iii) 125,000 stock options granted on February 8, 2006, fully vested. **
(9) Consists of (i) 250,000 stock options, granted on April 18, 2005, of which
148,850 would vest by September 1, 2006; (ii) 250,000 stock options granted on
February 8, 2006, fully vested; and (iii) 250,000 stock options granted on April
18, 2005, of which 62,500 would vest by September 1, 2006. **
-8-
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as otherwise described in this Proxy Statement, no director, executive
officer, associate of any director or executive officer, or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the proposed amendment to the Articles of Incorporation set forth
herein, which is not shared by all other shareholders pro rata, and in
accordance with their respective interests.
OTHER BUSINESS
The Board of Directors is not aware of any matter other than the matters
described above to be presented for action at the Meeting. However, if any other
proper items of business should come before the Meeting, it is the intention of
the individuals named on your proxy card as the proxy holders to vote in
accordance with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Patrick R. Quinn
----------------------
Patrick R. Quinn
Chief Financial Officer
Dated: July 12, 2006
Carrollton, Texas
-9-
EXHIBIT A
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TRINITY LEARNING CORPORATION
Under Sections 16-10a-1006 and 16-10a-1002 of the Utah Revised Business
Corporation Act
The undersigned, Chief Executive Officer of the corporation, does hereby
certify as follows:
FIRST: The name of the corporation is:
TWL CORPORATION
SECOND: The articles of incorporation of the Corporation are hereby amended
by replacing Article III, in its entirety, with the following:
ARTICLE III: "The aggregate number of shares which the Corporation shall have
authority to issue is Seven Hundred Sixty Million (760,000,000) shares of
capital stock consisting of Seven Hundred Fifty Million (750,000,000) shares of
common stock ("Common Stock") and Ten Million (10,000,000) shares of preferred
stock ("Preferred Stock").
The authority to issue the Preferred Stock shall be vested in the board of
directors. The board of directors, without shareholder action, may amend the
Corporation's Articles of Incorporation pursuant to Section 16-10a-1002 of the
Utah Revised Business Corporation Act to:
(i) create one or more series of Preferred Stock, fix the number of shares of
each such series, and designate, in whole or part, the preferences, limitations,
and relative rights of the series, all before the issuance of any shares of that
series;
(ii) alter or revoke the preferences, limitations, and relative rights granted
to or imposed upon any wholly unissued series of Preferred Stock; or
(iii) increase or decrease the number of shares constituting any series, the
number of shares of which was originally fixed by the board of directors, either
before or after the issuance of shares of the series, provided that the number
may not be decreased below the number of shares of the series then outstanding,
or increased above the total number of authorized shares of Preferred Stock
available for designation as part of the series.
The preferences, limitations, and relative rights of the Preferred Stock or any
series of the Preferred Stock may include, but is not limited to, Preferred
Stock that (a) has special, conditional or limited voting rights, or no right
to vote; (b) is redeemable or convertible; (c) entitles the holders to
distributions calculated in any manner, including dividends that may be
cumulative, non-cumulative, or partially cumulative; (d) and Preferred Stock
that has preference over the Common Stock with respect to distributions,
including dividends and distributions upon the dissolution of the corporation.
The above-described authority of the board of directors to fix and determine may
be exercised by corporate resolution from time to time as the board of directors
sees fit."
THIRD: The amendment of the articles of incorporation herein certified
has been duly adopted at a meeting of the Corporation's Board of Directors and
stockholders holding a majority of the outstanding shares of common stock of the
Corporation in accordance with the provisions of Section 16-10a-1006 of the Utah
Revised Business Corporation Act.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Articles of Amendment of the Corporation's Articles of
Incorporation, as amended, to be signed by Dennis Cagan, its CEO, this ___ day
of ________, 2006.
TRINITY LEARNING CORPORATION
/s/ Dennis Cagan
------------------
Dennis Cagan
Chief Executive Officer
PROXY
TRINITY LEARNING CORPORAITON
SPECIAL MEETING OF STOCKHOLDERS - TO BE HELD
*, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints DENNIS CAGAN and
DOUG COLE and each of them, with full power of substitution in each, as proxies
for the undersigned, to represent the undersigned and to vote all the shares of
Common Stock of the Company which the undersigned would be entitled to vote, as
fully as the undersigned could vote and act if personally present, at the
Special Meeting of Stockholders (the "Meeting") to be held on *, 2006, at 8:30
A.M., Central Standard time, at 4101 International Parkway, Carrollton, Texas
75007, or at any adjournments or postponements thereof.
Should the undersigned be present and elect to vote at the Meeting or at any
adjournments or postponements thereof, and after notification to the Secretary
of the Company at the Meeting of the stockholder's decision to terminate this
proxy, then the power of such attorneys or proxies shall be deemed terminated
and of no further force and effect. This proxy may also be revoked by filing a
written notice of revocation with the Secretary of the Company or by duly
executing a proxy bearing a later date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" IN SUPPORT OF
EACH OF THE LISTED PROPOSALS.
Proposal (1) Amending the Articles of Incorporation, as amended, to change the
name of the Company from Trinity Learning Corporation to TWL Corporation and to
increase the Company's authorized shares of common stock from 100,000,000 shares
to 750,000,000.
FOR|_| AGAINST|_| ABSTAIN|_|
The shares represented by this proxy will be voted as directed by the
stockholder, but if no instructions are specified, this proxy will be voted for
proposal (1). If any other business is presented at the Meeting, this proxy will
be voted by those named in this proxy in their best judgment. At the present
time, the Board of Directors knows of no other business to be presented at the
Meeting.
The undersigned acknowledges receipt from the Company, prior to the execution of
this proxy, of the Notice of Special Meeting and accompanying Proxy Statement
relating to the Meeting.
NOTE: PLEASE MARK, DATE AND SIGN AS YOUR NAME(S) APPEAR(S) HEREON AND RETURN IN
THE ENCLOSED ENVELOPE. IF ACTING AS AN EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS, ETC., YOU SHOULD SO INDICATE WHEN SIGNING. IF THE SIGNER IS
CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME, BY DULY AUTHORIZED OFFICER. IF
SHARES ARE HELD JOINTLY, EACH SHAREHOLDER SHOULD SIGN.
Signature (Please sign within the box) [________] DATE: _______, 2006 Signature
(Joint owners) [_________] DATE: _______, 2006