UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K/A
(Amendment
No. 1)
(Mark
One)
x
ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31,
2008
|
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For
the Transition Period from
to
.
Commission
File Number 000-51661
BIGSTRING
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
20-0297832
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
157 Broad Street, Suite 109,
Red Bank, New Jersey
07701
(Address
of principal executive offices) (Zip Code)
(732)
741-2840
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Common Stock, par value
$0.0001
(Title of
class)
Indicate
by check mark if the Registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act. Yes
¨
No
x
Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
¨
No
x
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
x
No
¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
¨
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting
company
x
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
¨
No
x
At
June 30, 2008, the aggregate market value of shares held by non-affiliates
of the Registrant (based upon the closing sale price of such shares on The
NASDAQ OTC Bulletin Board on June 30, 2008 was $5,104,854.
At
March 30, 2009, there were 52,769,394 shares of the Registrant’s common
stock outstanding.
DOCUMENTS INCORPORATED BY
REFERENCE
None.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
information included in this Annual Report on Form 10-K, as amended, and
other filings of the Registrant under the Securities Act of 1933, as amended
(the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as well as information communicated orally or in writing
between the dates of such filings, contains or may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Such statements are subject to certain risks, trends
and uncertainties that could cause actual results to differ materially from
expected results. Among these risks, trends and uncertainties are the
availability of working capital to fund our operations, the competitive market
in which we operate, the efficient and uninterrupted operation of our computer
and communications systems, our ability to generate a profit and execute our
business plan, the retention of key personnel, our ability to protect and defend
our intellectual property, the effects of governmental regulation and other
risks identified in the Registrant’s filings with the Securities and Exchange
Commission (the
“
SEC”) from
time to time, including our registration statement on Form SB-2 (Registration
No. 333-143793), filed with the SEC on June 15, 2007, and the subsequent
amendments and supplements thereto.
In some cases, forward-looking
statements can be identified by terminology such as “may,” “will,” “should,”
“could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negative of such terms or other comparable
terminology. Although the Registrant believes that the expectations reflected in
the forward-looking statements contained herein are reasonable, the Registrant
cannot guarantee future results, levels of activity, performance or
achievements. Moreover, neither the Registrant, nor any other person, assumes
responsibility for the accuracy and completeness of such statements. The
Registrant is under no duty to update any of the forward-looking statements
contained herein after the date of this Annual Report on Form
10-K
.
We are
filing this Amendment No. 1 to our Form 10-K for the fiscal year ended December
31, 2008, which was filed with the Securities and Exchange Commission on March
31, 2009, to include the information required to be disclosed in Part III
thereof. As required by Rule 12b-15 of the Exchange Act, new certifications by
our principal executive officer and principal financial officer are being filed
as exhibits herewith, and as such, we have also included Item 15, “Exhibits and
Financial Statement Schedules,” as part of this Amendment No. 1. As further
required by Rule 12b-15, this Amendment No. 1 sets forth the complete text of
each item as amended.
This
Amendment No. 1 does not affect any other section of the Form 10-K not otherwise
discussed herein and continues to speak as of the date of the Form 10-K.
Accordingly, this Amendment No. 1 should be read in conjunction with the
Registrant’s other filings made with the SEC subsequent to the filing of
the Form 10-K.
PART
III
Item
10
.
|
Directors, Executive
Officers and Corporate
Governance
.
|
Directors
Each
director serves for a term set to expire at the next annual meeting of
stockholders of BigString. The name, age, principal occupation or employment and
biographical information of each member of the Board of Directors of BigString
who served as of December 31, 2008 are set forth below:
Name and
Address
|
Age
|
Principal Occupation
or Employment
|
|
|
|
Darin
M. Myman
|
44
|
President
and Chief Executive Officer of BigString
|
|
|
|
Robert
S. DeMeulemeester
|
42
|
Executive
Vice President, Chief Financial Officer and Treasurer of
BigString
|
|
|
|
Adam
M. Kotkin
|
29
|
Chief
Operating Officer and Secretary of BigString
|
|
|
|
Todd
M. Ross
|
35
|
President
and Chief Executive Officer of TM Ross Insurance Brokerage,
LLC
|
|
|
|
Marc
W. Dutton
|
38
|
President
– FJA-US
Inc.
|
On March
12, 2009, directors Todd M. Ross and Marc W. Dutton tendered their resignations
from the Board of Directors of BigString, citing the current adverse economic
climate and the need to focus on other business activities as the reasons for
their resignations. Their resignations were effective
immediately.
There are
no family relationships among BigString’s directors and executive officers. None
of the directors of BigString is a director of any company registered pursuant
to Section 12 of the Exchange Act, or subject to the requirements of Section
15(d) of the Exchange Act, or any company registered as an investment company
under the Investment Company Act of 1940, as amended.
Biographical
Information
Darin M. Myman
is a co-founder
of BigString and has served as the President and Chief Executive Officer of
BigString since its inception on October 8, 2003. He also has served as a member
of BigString’s Board of Directors since BigString’s inception. From November
2001 until October 2003, Mr. Myman was a self-employed Internet marketing and
business consultant and, from March 2001 until November 2001, he served as
Executive Vice President of InsuranceGenie.com. Prior to his employment by
InsuranceGenie.com, Mr. Myman was a co-founder and Chief Executive Officer of
LiveInsurance.com, the first online insurance brokerage agency, from March 1999
until December 2000. Prior to co-founding LiveInsurance.com, he served as a Vice
President of the online brokerage services unit of Westminster Securities
Corporation from January 1995 until March 1999.
Robert S. DeMeulemeester
has
served as
Executive
Vice President, Chief Financial Officer and Treasurer of BigString since
September 2006. He also has served as a member of BigString’s Board of Directors
since May 30, 2007. Prior to joining BigString, from January 1998 to January
2006, Mr. DeMeulemeester served as managing director and treasurer of Securities
Industry Automation Corporation (“SIAC”), a New York based provider of automated
information and communication systems that supports the NYSE Group, the American
Stock Exchange and related affiliates. Mr. DeMeulemeester also served as
managing director, CFO and controller of Sector, Inc., a New York based provider
of connectivity solutions, managed services and market data content for the
financial services industry and a subsidiary of SIAC. Prior to his employment
with SIAC and Sector, Inc., Mr. DeMeulemeester was employed at Honeywell
International Inc., located in Teterboro, NJ, Pacific Bell, located in San
Francisco, CA, and Accenture, located in New York, NY. Mr. DeMeulemeester earned
his MBA in 1993 at Columbia Business School, Columbia University and his BS in
Industrial Engineering at Lehigh University in 1989.
Adam M. Kotkin
is a co-founder
of BigString and has served as the Chief Operating Officer of BigString since
its inception on October 8, 2003, and as Secretary since August 17, 2005. He
also has served as a member of BigString’s Board of Directors since June 29,
2005. Prior to joining BigString, from June 2002 until December 2003, Mr. Kotkin
was a paralegal in the law firm of Swidler, Berlin, Shereff & Friedman, LLP.
From April 2001 until August 2001, he served as a business manager for
InsuranceGenie.com. Prior thereto, Mr. Kotkin served as business developer and
sales manager at LiveInsurance.com from March 1999 until December 2000. Mr.
Kotkin graduated with distinction from New York University with a BA in
Economics.
Todd M. Ross
has served as a
member of BigString’s Board of Directors since June 29, 2005 and served as
BigString’s Chief Financial Officer from January 2005 until September
2006. Since September 2005, Mr. Ross has also served as President and
CEO of TM Ross Insurance Brokerage, LLC and served as President and CEO of H.K.
Ross Corp. from November 2002 to September 2005. Prior to his
formation of H.K. Ross Corp., Mr. Ross served as In-house Counsel and Chief
Financial Officer for LiveInsurance.com from January 2000 to December,
2000. From January 1998 until December 1999, Mr. Ross worked for the
NIA Group, one of the largest privately held insurance brokerage firms in the
United States. Mr. Ross graduated from the University of
Wisconsin-Madison with a BA in Political Science in May 1994 and earned his JD
at Hofstra University School of Law in May 1997. Mr. Ross anticipates
receiving his MBA in Professional Accounting and Finance and a Masters in
Taxation from Fordham University Graduate School of Business by the end of
2009.
Marc W. Dutton
currently
serves as the President of FJA-US and FJA-US, Australia (formerly known as
Finansys), an industry leader in insurance technology solutions. Mr.
Dutton joined FJA-US in 1996 and prior to serving as President, he served as
Managing Director, Vice President of Sales and other sales management
positions. He received a Bachelor of Science Degree from the
University of Albany in May of 1991. Mr. Dutton has served on the
Board of Directors of BigString since June 29, 2005.
Executive
Officers
The name,
age, current position and biographical information of each executive officer of
BigString are set forth below:
Name
|
Age
|
Position
|
|
|
|
Darin
M. Myman
|
44
|
President
and Chief Executive Officer
|
|
|
|
Robert
S. DeMeulemeester
|
42
|
Executive
Vice President, Chief Financial Officer and Treasurer
|
|
|
|
Adam
M. Kotkin
|
29
|
Chief
Operating Officer and
Secretary
|
For the biographical information for
the above listed executive officers, see “Directors.”
Section
16 Compliance
Section
16(a) of the Exchange Act requires BigString’s executive officers and directors,
and persons who own more than ten percent of a registered class of BigString’s
equity securities, to file reports of ownership and changes of ownership on
Forms 3, 4 and 5 with the Securities and Exchange Commission. Executive
officers, directors and greater than ten percent stockholders are required by
Securities and Exchange Commission regulation to furnish BigString with copies
of all Forms 3, 4 and 5 they file.
BigString
believes that all filings required to be made by its executive officers and
directors pursuant to Section 16(a) of the Exchange Act have been filed within
the time periods prescribed.
Chief
Executive and Senior Financial Officer Code of Ethics
The chief
executive and senior financial officers of BigString are held to the highest
standards of honest and ethical conduct when conducting the affairs of
BigString. All such individuals must act ethically at all times in accordance
with the policies contained in BigString’s Chief Executive and Senior Financial
Officer Code of Ethics. Copies of the Chief Executive and Senior Financial
Officer Code of Ethics will be furnished without charge upon written request
received from any shareholder of record. Requests should be directed to
BigString Corporation, 157 Broad Street, Suite 109, Red Bank, New Jersey 07701,
Attention: Secretary.
Audit
Committee
The Audit
Committee of the Board is responsible for developing and monitoring the audit of
BigString. The Audit Committee selects the outside auditor and meets with the
Board to discuss the results of the annual audit and any related matters. The
Audit Committee also receives and reviews the reports and findings and any other
information presented to members of the Audit Committee by the officers of
BigString regarding financial reporting policies and practices.
For the
year ended December 31, 2008, the Audit Committee consisted of directors Marc W.
Dutton and Todd M. Ross. Mr. Ross served as the Chair of the Audit Committee.
Mr. Dutton is the only director who served on the Audit Committee in fiscal 2008
who qualified as an independent director under NASDAQ’s definition of
“independent director.” In addition, the Board has determined that Mr. Ross
qualifies as a financial expert under the rules of the Securities and Exchange
Commission. The Audit Committee selected the accounting firm of Wiener, Goodman
& Company, P.C. to act as BigString’s independent public accounting firm for
the year ended December 31, 2008 and audit the financial statements of BigString
for such year. The Audit Committee met once during 2008, with all members
attending such meeting.
Item
11
.
Executive
Compensation
.
EXECUTIVE
COMPENSATION
The
following table sets forth information concerning the annual and long-term
compensation of the Named Executive Officers (as defined below) for services in
all capacities to BigString for the years ended December 31, 2008 and 2007. The
Named Executive Officers are (1) Darin M. Myman, President and Chief Executive
Officer, (2) Robert S. DeMeulemeester, Executive Vice President, Chief Financial
Officer and Treasurer, and (3) Adam M. Kotkin, Chief Operating Officer and
Secretary (the “Named Executive Officers”).
2008 SUMMARY
COMPENSATION TABLE
|
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Darin
M. Myman,
President
and Chief
Executive
Officer
|
2008
2007
|
$ 126,000
$ 142,000
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 21,632
$
---
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 14,919
(2)
$ 13,023
(2)
|
$ 162,551
$ 155,023
|
Robert
S.
DeMeulemeester,
Executive
Vice
President,
Chief
Financial
Officer and
Treasurer
|
2008
2007
|
$ 137,400
$ 129,999
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 67,593
$ 11,175
|
$ ---
$ ---
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 204,993
$ 141,174
|
Adam
M. Kotkin,
Chief
Operating
Officer
and
Secretary
|
2008
2007
|
$
87,800
$
84,000
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 110,551
$
38,412
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 16,339
(3)
$ 19,656
(3)
|
$ 214,690
$ 142,068
|
________________________________
(1)
|
The
amounts in this column reflect the dollar amount recognized for financial
statement reporting purposes for the years ended December 31, 2008
and 2007 in accordance with FAS 123(R), of stock option awards pursuant to
the Equity Incentive Plan (as defined below). The fair value of each
option award is estimated on the date of grant using the Black-Scholes
model.
|
(2)
|
Represents
amounts reimbursed for automobile expenses paid by Mr. Myman in 2008 and
2007 which relate to BigString’s promotional vehicle. Mr. Myman primarily
uses the vehicle for advertising and promotional purposes on behalf of
BigString.
|
(3)
|
Represents
amounts reimbursed for automobile
expenses.
|
Chief
Financial Officer - Employment Agreement
Mr.
DeMeulemeester and BigString entered into a letter agreement, effective
September 18, 2006 (the “Letter Agreement”), pursuant to which BigString has
employed Mr. DeMeulemeester as Executive Vice President, Chief Financial Officer
and Treasurer of BigString, on an “at will” basis, whereby either BigString or
Mr. DeMeulemeester can terminate his employment at any time for any reason or no
reason. Pursuant to the terms of the Letter Agreement, BigString will pay Mr.
DeMeulemeester an annual base salary of $130,000, which base salary will
increase to $200,000 in the event BigString participates in one or more
offerings of its securities and BigString receives, in the aggregate, more than
$2,000,000 in net proceeds from such offering(s). At such time, Mr.
DeMeulemeester will receive a lump sum payment, subject to any withholding
required by law, equal to the difference between (a) the total amount of base
salary paid to him up until the date of the increase to his base salary and (b)
the total amount of base salary that would have been paid to him up until the
date of the increase to his base salary, if his base salary was $200,000 as of
September 18, 2006.
Mr.
DeMeulemeester is also entitled to benefits afforded to all full-time employees
of BigString, including medical and dental, as applicable. Moreover, Mr.
DeMeulemeester may be eligible for certain bonuses in connection with his
performance, to be determined and awarded in the sole discretion of BigString’s
Board of Directors and Compensation Committee.
In
connection with BigString’s employment of Mr. DeMeulemeester, BigString granted
him an incentive stock option to purchase 1,800,000 shares of BigString
’
s common stock,
par value $.0001 per share (
“Common Stock
”)
. See
“Outstanding Equity Awards at Fiscal Year-End.” The incentive stock option was
granted under the BigString Corporation 2006 Equity Incentive Plan (the “Equity
Incentive Plan”). When vested, 400,000 shares of Common Stock subject to the
incentive stock option will be eligible for purchase at $0.24, the per share
price equal to the Fair Market Value (as such term is defined in the Equity
Incentive Plan) of one share of Common Stock on date of grant; 600,000 shares of
Common Stock will be eligible for purchase at $0.50 per share; 400,000 shares of
Common Stock will be eligible for purchase at $0.90 per share; and 400,000
shares of Common Stock will be eligible for purchase at $1.25 per share. The
incentive stock options will vest quarterly over a three year period in order of
exercise price, with the shares with the lower exercise price vesting first. As
provided for in the Equity Incentive Plan, the incentive stock options will
fully vest in connection with a Change of Control (as such term is defined
therein).
In the
event Mr. DeMeulemeester’s employment is terminated by BigString for any reason
other than Cause (as defined in the Letter Agreement) after BigString is in
receipt of more than $2,000,000 in net proceeds as a result of one or more
offerings of its securities, or if Mr. DeMeulemeester’s employment is terminated
by BigString or a successor entity for any reason other than Cause after or in
connection with a Change of Control (as defined in the Equity Incentive Plan),
Mr. DeMeulemeester will receive a lump sum payment equal to two months of his
base salary, subject to any withholding required by law, within three days of
the date his employment is terminated.
No other officer or employee of
BigString has an employment agreement with BigString. At the discretion of our
Board of Directors, BigString may in the future enter into employment agreements
with one or more of its officers or other employees.
2006
Equity Incentive Plan
Pursuant
to the Equity Incentive Plan, which was approved by the stockholders of
BigString at its 2006 annual meeting of stockholders, options to purchase up to
15,000,000 shares of Common Stock may be granted to employees and directors of
BigString who are in a position to make significant contributions to the success
of BigString. As of December 31, 2008, stock options to purchase 9,375,000
shares of Common Stock were outstanding under the Equity Incentive
Plan.
Securities
Authorized for Issuance under Equity Compensation Plans
The
number of stock options outstanding under the Equity Incentive Plan, the
weighted-average exercise price of outstanding stock options, and the number of
securities remaining available for issuance as of December 31, 2008 were as
follows:
2008
EQUITY COMPENSATION PLAN TABLE
Plan
category
|
Number
of securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights
(a)
|
Weighted
average
exercise
price of
outstanding
options,
warrants
and rights
(b)
|
Number
of securities
remaining
available for
future
issuance under
equity
compensation
plans
(excluding
securities
reflected in
column
(a))
(c)
|
Equity
compensation plans
approved
by security holders (1)
|
9,375,000
(2)
|
$0.33
|
5,625,000
|
|
|
|
|
Equity
compensation plans not
approved
by security holders
|
10,968,645
(3)
|
$0.25
|
---
|
|
|
|
|
Total
|
20,343,645
|
$0.29
|
5,625,000
|
________________________________
(1)
|
BigString
currently has no equity compensation plan other than the Equity Incentive
Plan described herein. With the exception of a non-qualified
stock option to purchase 575,100
shares of Common
Stock issued to Mr. Kieran Vogel in connection with his participation in
BigString’s OurPrisoner program, all outstanding stock options have been
granted under the Equity Incentive
Plan.
|
(2)
|
Represents
options to purchase Common Stock outstanding at December 31, 2008 issued
under the Equity Incentive Plan. See discussion above for
additional information.
|
(3)
|
Includes
warrants to purchase 10,393,545
shares of Common
Stock which were issued and outstanding as of December 31, 2008 and
575,100 shares of Common Stock subject to an outstanding non-qualified
stock option issued to Kieran Vogel in connection with his participation
in BigString’s OurPrisoner program.
|
Equity Compensation Arrangements Not
Approved by Stockholders
Warrant
Grants During the Year Ended December 31, 2008
On
February 29, 2008, BigString entered into a subscription agreement with
Whalehaven Capital Fund Limited, Alpha Capital Anstalt and Excalibur Small Cap
Opportunities LP (collectively, the “2008 Subscribers”), pursuant to which the
2008 Subscribers purchased convertible promissory notes in the aggregate
principal amount of $700,000, which promissory notes are convertible into shares
of BigString’s Common Stock, and warrants to purchase up to 2,333,333 shares of
BigString’s Common Stock. Each promissory note has a term of three (3) years and
accrues interest at a rate of 6% annually. The holder of a convertible
promissory note has the right from and after the issuance thereof until such
time as the convertible promissory note is fully paid, to convert any
outstanding and unpaid principal portion thereof into shares of Common Stock at
a conversion price of $0.15 per share (as adjusted). The conversion price and
number and kind of shares to be issued upon conversion of the
convertible
promissory
note are subject to adjustment from time to time. Each of the warrants issued to
the 2008 Subscribers has a term of five (5) years from February 29, 2008 and was
fully vested on the date of issuance. The outstanding warrants are exercisable
at $0.15 per share of common stock, as adjusted. The number of shares of Common
Stock underlying each warrant and the exercise price are subject to certain
adjustments.
BigString
also issued to Gem Funding LLC (the “Finder”) warrants to purchase an aggregate
of 373,333 shares of BigString’s Common Stock. The Finder’s warrants are similar
to and carry the same rights as the warrants issued to the 2008
Subscribers.
On August
25, 2008, BigString closed on a financing with Dwight Lane Capital, LLC, a
limited liability company in which Todd M. Ross, a director of BigString, has an
interest, and Marc W. Dutton, a director of BigString. In connection with such
financing, BigString issued promissory notes in the aggregate principal amount
of $250,000 and Common Stock purchase warrants to purchase up to an aggregate
800,000 shares of BigString's Common Stock. Each note has a term of five months
and accrued interest at a rate of 12% annually. The warrants have an exercise
price of $0.08 per share.
Additional
Outstanding Warrants at December 31, 2008
On
September 23, 2005, BigString granted two warrants to Shefts Associates, Inc. as
payment for consulting services. 1,196,707 shares of Common Stock remain
available for purchase under one warrant at a per share purchase price of $0.16
and 1,146,838 shares of Common Stock remain available for purchase under one
warrant at a per share purchase price of $0.20. Each of these warrants is set to
expire on September 23, 2010.
On May 2,
2006, BigString granted two warrants to Lifeline Industries, Inc. as payment for
consulting services. 225,000 shares of Common Stock remain available for
purchase under one warrant at a per share purchase price of $0.48 and 225,000
shares of Common Stock remain available for purchase under one warrant at a per
share purchase price of $1.00. Each of these warrants is set to expire on May 2,
2011.
On May
19, 2006, BigString granted a warrant to each of Witches Rock Portfolio Ltd.,
The Tudor BVI Global Portfolio Ltd., and Tudor Proprietary Trading, L.L.C. as
part of an investment. An aggregate of 1,000,000 shares of Common Stock remain
available for purchase under each warrant at a per share purchase price of
$1.25. Each of these warrants is set to expire on May 19, 2016.
On July
11, 2006, BigString issued a non-qualified stock option to purchase 575,100
shares of Common Stock to Kiernan Vogel in connection with his participation in
BigString’s OurPrisoner program. The non-qualified stock option has a term of
five years from July 11, 2006 and an exercise price of $0.32 per
share.
On
December 1, 2006, BigString granted a warrant to each of two consultants as
payment for advisory services. 100,000 shares of Common Stock in the aggregate
remain available for purchase under each warrant at a per share purchase price
of $0.50. Each of these warrants is set to expire on December 1,
2011.
On May 1,
2007, BigString entered into a subscription agreement with Whalehaven Capital
Fund Limited, Alpha Capital Anstalt, Chestnut Ridge Partners LP, Iroquois Master
Fund Ltd. and Penn Footwear (collectively, the “2007 Subscribers”), pursuant to
which the 2007 Subscribers purchased convertible promissory notes in the
aggregate principal amount of $800,000, which promissory notes are convertible
into shares of BigString’s Common Stock, and warrants to purchase up to
1,777,778 shares of BigString’s Common Stock. Each promissory note has a term of
three (3) years and accrues interest at a rate of 6% annually. The holder of a
convertible promissory note has the right from and after the issuance thereof
until such time as the convertible promissory note is fully paid, to convert any
outstanding and unpaid principal portion thereof into shares of Common Stock at
a conversion price of $0.15 per share (as adjusted). The conversion price and
number and kind of shares to be issued upon conversion of the convertible
promissory note are subject to adjustment from time to time. Each of the
warrants issued to the 2007 Subscribers has a term of five years from May 1,
2007 and was fully vested on the date of issuance. The outstanding warrants are
exercisable at $0.30 per share of common stock (as adjusted). The number of
shares of Common Stock underlying each warrant and the exercise price are
subject to certain adjustments.
BigString
also issued to Gem Funding LLC, the Finder, warrants to purchase an aggregate of
213,333 shares of BigString’s Common Stock. The Finder’s warrants are similar to
and carry the same rights as the warrants issued to the
2007 Subscribers.
Outstanding
Equity Awards at Fiscal Year End
The
following table provides information about all equity compensation awards held
by the Named Executive Officers at December 31, 2008:
Outstanding
Equity Awards
for Year Ended
December 31, 2008
|
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Darin
M.
Myman,
President
and
Chief
Executive
Officer
|
4/11/08
|
|
|
250,000
|
|
|
|
250,000
|
(1)
|
|
|
--
|
|
|
|
$0.21
|
|
4/11/13
|
Robert
S.
DeMeulemeester,
Executive
Vice
President,
Chief
Financial
Officer
and
Treasurer
|
4/11/08
11/14/07
9/18/06
9/18/06
9/18/06
9/18/06
|
|
|
250,000
500,000
400,000
600,000
350,000
--
|
(2)
(2)
(2)
|
|
|
250,000
--
--
--
50,000
400,000
|
(1)
(2)
(2)
|
|
|
--
--
--
--
--
|
|
|
|
$0.21
$0.18
$0.24
$0.50
$0.90
$1.25
|
|
4/11/13
11/14/17
9/18/16
9/18/16
9/18/16
9/18/16
|
Adam
M. Kotkin,
Chief
Operating
Officer
and
Secretary
|
4/11/08
11/14/07
7/11/06
|
|
|
250,000
400,000
1,250,000
|
|
|
|
250,000
--
--
|
(1)
|
|
|
--
--
--
|
|
|
|
$0.21
$0.18
$0.32
|
|
4/13/13
11/14/17
7/11/11
|
__________________________________________
(1) 25%
of the shares of Common Stock underlying the stock option vests three months,
six months, nine months and twelve months, respectively, from the date of
grant.
(2) Shares
of Common Stock underlying the stock option vest quarterly over a three year
period from the date of grant in order of exercise price, with the shares with
the lower exercise price vesting first.
DIRECTOR
COMPENSATION
The
following table sets forth information concerning the compensation of the
non-employee directors of BigString for the year ended December 31,
2008.
2008
Director Compensation Table
|
|
|
|
Fees
Earned
or
Paid
in
Cash
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings
|
|
All
Other
Compensation
($)
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darin
M. Myman (3)
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
S. DeMeulemeester (4)
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam
M. Kotkin (5)
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc
W. Dutton
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
21,632
|
(6)
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
21,632
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Todd
M. Ross
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
21,632
|
(7)
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
21,632
|
(7)
|
________________________
(1)
|
BigString
does not currently pay its directors any retainer or other fees for
service on the Board or any committee
thereof.
|
(2)
|
The
amounts in this column reflect the dollar amount recognized for financial
statement reporting purposes for the year ended December 31, 2008 in
accordance with FAS 123(R), of stock options awards pursuant to the Equity
Incentive Plan. Assumptions used in the calculation of these amounts are
included in the footnotes to BigString’s audited financial statements for
the year ended December 31, 2008 included in BigString’s Annual
Report on Form 10-K.
|
(3)
|
On
April 11, 2008, in connection with his service as Chief Executive Officer,
Mr. Myman was granted an incentive stock option to purchase 500,000 shares
of Common Stock. 25% of the shares of Common Stock underlying the stock
option vests three months, six months, nine months and twelve months,
respectively, from the date of grant. The incentive stock option has a
term of five years and an exercise price of $0.21 per share. See “Summary
Compensation Table” above.
|
(4)
|
On
April 11, 2008, in connection with his service as Chief Financial Officer,
Mr. DeMeulemeester was granted an incentive stock option to purchase
500,000 shares of Common Stock. 25% of the shares of Common Stock
underlying the stock option vests three months, six months, nine months
and twelve months, respectively, from the date of grant. The incentive
stock option has a term of five years and an exercise price of $0.21 per
share. See “Summary Compensation Table”
above.
|
(5)
|
On
April 11, 2008, in connection with his service as Chief Operating Officer,
Mr. Kotkin was granted an incentive stock option to purchase 500,000
shares of Common Stock. 25% of the shares of Common Stock underlying the
stock option vests three months, six months, nine months and twelve
months, respectively, from the date of grant. The incentive stock option
has a term of five years and an exercise price of $0.21 per share. See
“Summary Compensation Table” above.
|
(6)
|
On
April 11, 2008, Mr. Dutton was granted a stock option to purchase 500,000
shares of Common Stock. 25% of the shares of Common Stock underlying the
stock option vests three months, six months, nine months and twelve
months, respectively, from the date of grant. The incentive stock option
has a term of five years and an exercise price of $0.21 per
share.
|
(7)
|
On
April 11, 2008, Mr. Ross was granted a stock option to purchase 500,000
shares of Common Stock. 25% of the shares of Common Stock underlying the
stock option vests three months, six months, nine months and twelve
months, respectively, from the date of grant. The incentive stock option
has a term of five years and an exercise price of $0.21 per
share.
|
The
following table sets forth the outstanding equity awards held by each
non-employee director of BigString Corporation as of December 31,
2008:
Name
|
Number
of Securities
Underlying
Unexercised
Options
|
|
|
Marc
W. Dutton
|
850,000
|
|
|
Todd
M. Ross
|
750,000
|
In
addition, Mr. Dutton and Mr. Ross (through Dwight Lane Capital, LLC) hold
240,000 and 560,000 warrants, respectively, to purchase BigString’s Common Stock
in conjunction with the August 25, 2008 financing.
See
“Outstanding Equity Awards for Year Ended December 31, 2008” above for
information regarding outstanding equity compensation awards held by the Named
Executive Officers at December 31, 2008.
Item
12
.
|
Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters
.
|
Principal
Stockholders and Security Ownership of Management
The
following table sets forth information as of April 30, 2009 with respect to the
beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of
BigString’s Common Stock by (1) each director of BigString, (2) the Named
Executive Officers of BigString (as such term is defined in the section of this
Proxy Statement captioned “Executive Officers – Executive Compensation”), (3)
each person or group of persons known by BigString to be the beneficial owner of
greater than 5% of BigString’s outstanding Common Stock, and (4) all directors
and officers of BigString as a group:
|
|
Beneficial
Ownership of Common
Stock
|
Name of Beneficial
Owner – Directors, Officers and
5%
Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darin
M. Myman
(2)(3)(4)(5)
|
|
|
9,500,000
|
|
|
|
17.83
|
%
|
|
|
|
|
|
|
|
|
|
Robert
S. DeMeulemeester
(2)(3)(6)(7)
|
|
|
2,692,300
|
|
|
|
4.86
|
%
|
|
|
|
|
|
|
|
|
|
Adam
M. Kotkin
(2)(3)(8)(9)
|
|
|
2,872,500
|
|
|
|
5.23
|
%
|
|
|
|
|
|
|
|
|
|
Todd
M. Ross
(10)(11)(12)
|
|
|
3,200,000
|
|
|
|
5.89
|
%
|
|
|
|
|
|
|
|
|
|
Alpha
Capital Anstalt
(13)
|
|
|
8,312,500
|
|
|
|
13.72
|
%
|
|
|
|
|
|
|
|
|
|
Excalibur
Small-Cap Opportunities LP
(14)
|
|
|
3,900,000
|
|
|
|
6.90
|
%
|
|
|
|
|
|
|
|
|
|
Paul Tudor Jones,
II
(15)(16)(17)
|
|
|
5,673,989
|
|
|
|
9.71
|
%
|
|
|
|
|
|
|
|
|
|
Whalehaven
Capital Fund Limited
(18)
|
|
|
8,312,500
|
|
|
|
13.72
|
%
|
|
|
Beneficial
Ownership of Common
Stock
|
Name of Beneficial
Owner – Directors, Officers and
5%
Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jo
Myman
(2)(19)
|
|
|
9,500,000
|
|
|
|
17.83
|
%
|
|
|
|
|
|
|
|
|
|
All
Directors and Executive Officers as a Group
(3 persons)
(5)(7)(9)
|
|
|
15,064,800
|
|
|
|
25.94
|
%
|
(1)
|
In
accordance with Rule 13d-3 of the Exchange Act, a person is deemed to be
the beneficial owner, for purposes of this table, of any shares of
BigString’s Common Stock if he or she has voting or investment power with
respect to such security. This includes shares (a) subject to options
exercisable within sixty (60) days, and (b)(1) owned by a spouse, (2)
owned by other immediate family members, or (3) held in trust or held in
retirement accounts or funds for the benefit of the named individuals,
over which shares the person named in the table may possess voting and/or
investment power.
|
(2)
|
This
executive officer and/or director, or spouse of an executive officer
and/or director, maintains a mailing address at 157 Broad Street, Suite
109, Red Bank, New Jersey 07701.
|
(3)
|
Such
person currently serves as a director of
BigString.
|
(4)
|
Mr.
Myman serves as the President and Chief Executive Officer of
BigString.
|
(5)
|
Includes
100,000 shares of Common Stock registered in the name of Mr. Myman’s wife,
Jo Myman, and 900,000 shares of Common Stock held by Mr. Myman for the
benefit of Mr. and Mrs. Myman’s children under the Uniform Transfers to
Minors Act. Mr. Myman disclaims any beneficial interest in the shares held
by his wife and the shares held by him as custodian for his children.
Includes 500,000 shares of Common Stock subject to currently exercisable
stock options.
|
(6)
|
Mr.
DeMeulemeester serves as Executive Vice President, Chief Financial Officer
and Treasurer of BigString.
|
(7)
|
Includes
options to purchase 2,650,000 shares of Common
Stock.
|
(8)
|
Mr.
Kotkin serves as Chief Operating Officer and Secretary of
BigString.
|
(9)
|
Includes
options to purchase 2,150,000 shares of Common
Stock.
|
(10)
|
Todd
M. Ross resigned from the Board of Directors of BigString on March 12,
2009.
|
(11)
|
Todd
M. Ross maintains a mailing address at 183 Madison Avenue, No. 505, New
York, NY 10016.
|
(12)
|
Includes
options to purchase 1,000,000 shares of Common Stock and 560,000 shares of
Common Stock issuable upon exercise of a
warrant.
|
(13)
|
Includes
6,250,000 shares of common stock issuable upon the conversion of issued
and outstanding convertible notes. Also includes 1,562,500 shares of
common stock issuable upon the exercise of issued and exercisable
warrants. Konrad Ackerman has voting and investment control over shares
held by Alpha Capital Anstalt. Mr. Ackerman disclaims beneficial ownership
of such shares. Alpha Capital Anstalt maintains a mailing address at
Pradafant 7, 9490 Furstentums, Vaduz,
Lichtenstein.
|
(14)
|
Includes
2,500,000 shares of common stock issuable upon the conversion of issued
and outstanding convertible notes. Also includes 1,250,000 shares of
common stock issuable upon the exercise of issued and exercisable
warrants. William Hechter has voting and investment control over shares
held by Excalibur Small-Cap Opportunities LP. Mr. Hechter disclaims
beneficial ownership of such shares. Excalibur Small-Cap Opportunities LP
maintains a mailing address at P.O. Box 10337, Pacific Centre, 2200-609
Grandville Street, Vancouver, BC V7Y-1H2,
Canada.
|
(15)
|
Paul
Tudor Jones, II maintains a mailing address at c/o Tudor Investment
Corporation, 1275 King Street, Greenwich, Connecticut
06831.
|
(16)
|
The
shares of Common Stock reported herein as beneficially owned are owned
directly by The Raptor Global Portfolio Ltd. and The Tudor BVI Global
Portfolio L.P. Because Tudor Investment Corporation provides investment
advisory services to The Raptor Global Portfolio Ltd. and The Tudor BVI
Global Portfolio L.P., Tudor Investment Corporation may be deemed to
beneficially own the shares of Common Stock owned by each such entity.
Tudor Investment Corporation expressly disclaims such beneficial
ownership. In addition, because Mr. Jones is the controlling shareholder
of Tudor Investment Corporation, Mr. Jones may be deemed to beneficially
own the shares of Common Stock deemed beneficially owned by Tudor
Investment Corporation. Mr. Jones expressly disclaims such beneficial
ownership.
|
(17)
|
Includes
the following shares which are held by The Raptor Global Portfolio Ltd.
and The Tudor BVI Global Portfolio L.P.: (i) 3,743,199 shares of Common
Stock underlying a total of 320,343 shares of Series A Preferred Stock,
and 800,858 shares of Common Stock subject to a currently exercisable
warrant, held by The Raptor Global Portfolio Ltd.; and (ii) 930,790 shares
of Common Stock underlying a total of 79,657 shares of Series A Preferred
Stock, and 199,142 shares of Common Stock subject to a currently
exercisable warrant, held by The Tudor BVI Global Portfolio
L.P.
|
(18)
|
Includes
6,250,000 shares of common stock issuable upon the conversion of issued
and outstanding convertible notes. Also includes 1,562,500 shares of
common stock issuable upon the exercise of issued and exercisable
warrants. Michael Finkelstein has voting and investment control over
shares held by Whalehaven Capital Fund Limited. Mr. Finkelstein disclaims
beneficial ownership of such shares. Whalehaven Capital Fund Limited
maintains a mailing address at Whalehaven Capital Fund c/o FWS Capital
Ltd., 3rd Fl., 14-Par-Laville Road, Hamilton, Bermuda
HM08.
|
(19)
|
Includes 8,000,000
shares of Common Stock registered in the name of her husband, Darin M.
Myman, and 900,000 shares of Common Stock held by Mr. Myman for
the benefit of Mr. and Mrs. Myman’s children under the Uniform Transfers
to Minors Act, as to which shares Mrs. Myman disclaims any beneficial
ownership.
|
Item
13
.
Certain Relationships and
Related Transactions and Director Independence
.
Related
Party Transactions
On August
25, 2008, BigString closed on a financing with Dwight Lane Capital, LLC, a
limited liability company in which Todd M. Ross, a former director of BigString,
has an interest, and Marc W. Dutton, a former director of BigString. In
connection with such financing, BigString issued promissory notes in the
aggregate principal amount of $250,000 and Common Stock purchase warrants to
purchase up to an aggregate 800,000 shares of BigString's Common Stock. Each
note had a term of five months and accrued interest at a rate of 12% annually.
The warrants have an exercise price of $0.08 per share. In December 2008, all
amounts due under the notes were paid by BigString, including accrued interest
of $9,328, and, as a result, the notes were cancelled.
Meetings
and Committees of the Board of Directors
The Board of Directors of BigString
conducts business through meetings of the Board or by unanimous written consents
of the Board. Following the election of directors at the 2008 annual meeting of
stockholders, the Board of Directors for 2008 consisted of: Robert S.
DeMeulemeester, Marc W. Dutton, Adam M. Kotkin, Darin M. Myman and Todd M. Ross.
Mr. Dutton qualifies as an independent director in accordance with NASDAQ’s
definition of “independent director” and the rules and regulations of the
Securities and Exchange Commission. Mr. Ross would qualify as an independent
director but for the fact that Mr. Ross served as Chief Financial Officer of
BigString from January 2005 until September 2006.
During 2008, the Board
held three (3) meetings. Each of the directors attended 100% of the meetings
held in 2008. In addition, the Board acted by unanimous written consent on
two
(2)
occasions. BigString
encourages all of its directors to attend the annual meeting of stockholders.
Last year, all of the directors of BigString attended the annual meeting, with
Mr. Dutton and Mr. Ross participating by teleconference.
Item
14
.
Principal Accounting Fees
and Services
.
Audit
Fees
BigString incurred fees of
approximately $31,000 in 2008 and $48,000 in 2007 to Wiener, Goodman &
Company, P.C. for audit services, which included work related to the audits
rendered for the years ended December 31, 2008 and 2007, and the period
commencing October 8, 2003 (Date of Formation) through December 31, 2008,
respectively. The fees incurred in 2007 included those associated with the
registration of shares of Common Stock under the Securities Act pursuant to the
Registration Statement on Form SB-2 (File No. 333-143793), which was filed by
BigString with the SEC on June 15, 2007.
Audit Related Fees
As of December 31, 2008, BigString has
not paid any fees associated with audit related services to Wiener, Goodman
& Company, P.C., or any other accounting firm.
Tax Fees
As of December 31, 2008, BigString has
not paid any fees associated with tax compliance, tax advice or tax planning to
Wiener, Goodman & Company, P.C. BigString incurred fees of approximately
$4,000 in 2008 and $4,000 in 2007 to independent Certified Public
Accountants.
All Other Fees
As of December 31, 2008, BigString has
not paid any fees associated with non-audit services to Wiener, Goodman &
Company, P.C., or any other accounting firm.
Policy
on Pre-Approval of Audit and Permissible Non-Audit Services
The Audit
Committee is responsible for appointing, setting compensation and overseeing the
work of the independent registered public accounting firm. In accordance with
its Charter, the Audit Committee approves, in advance, all audit and permissible
non-audit services to be performed by the independent registered public
accounting firm. Such approval process ensures that the independent registered
public accounting firm does not provide any non-audit services to BigString that
are prohibited by law or regulation.
Item
15
.
Exhibits and Financial
Statement Schedules
.
(a)
Exhibits
Reference
is made to the Index of Exhibits beginning on page E-1 herein.
(b)
Financial
Statements
Reference
is made to the Index to Consolidated Financial Statements on page F-1 of the
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008,
which was filed with the SEC on March 31, 2009.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
BIGSTRING
CORPORATION
|
|
|
|
|
|
|
Date: April
30, 2009
|
By:
|
/s/ Darin M. Myman
|
|
|
Darin
M. Myman
|
|
|
President
and Chief Executive
Officer
|
INDEX
OF EXHIBITS
Exhibit
No.
|
Description of
Exhibit
|
|
|
|
3.1.1
|
Certificate
of Incorporation of BigString, placed into effect on October 8, 2003,
incorporated by reference to Exhibit 3.1.1 to the Registration Statement
on Form SB-2 (Registration No. 333-127923) filed with the SEC on August
29, 2005.
|
|
|
3.1.2
|
Certificate
of Amendment to the Certificate of Incorporation of BigString, placed into
effect on July 19, 2005, incorporated by reference to Exhibit 3.1.2 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
|
|
3.1.3
|
Certificate
of Designations of Series A Preferred Stock, par value $0.0001 per share,
of BigString, incorporated by reference to Exhibit 3.1.3 to the Current
Report on Form 8-K filed with the SEC on May 22, 2006.
|
|
|
3.2
|
Amended
and Restated By-laws of BigString, incorporated by reference to Exhibit
3.2 to the Registration Statement on Form SB-2 (Registration No.
333-127923) filed with the SEC on August 29, 2005.
|
|
|
4.1
|
Specimen
certificate representing BigString’s common stock, par value $.0001 per
share, incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
4.2
|
Form
of Convertible Note, dated May 1, 2007, issued to the following entities
and in the following amounts: Whalehaven Capital Fund Limited ($250,000);
Alpha Capital Anstalt ($250,000); Chestnut Ridge Partners LP ($125,000);
Iroquois Master Fund Ltd. ($125,000); and Penn Footwear ($50,000),
incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K
filed with the SEC on May 3, 2007.
|
|
|
4.3
|
Form
of Convertible Note, dated February 29, 2008, issued to the following
subscribers and in the following amounts: Whalehaven Capital Fund Limited
($250,000); Alpha Capital Anstalt ($250,000); and Excalibur Small Cap
Opportunities LP ($200,000), incorporated by reference to Exhibit 4.3 to
the Current Report on Form 8-K filed with the SEC on March 6,
2008.
|
|
|
4.4
|
Non-Negotiable
Convertible Promissory Note, dated August 25, 2008, issued to Dwight Lane
Capital, LLC, in the amount of $175,000, incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August
27, 2008.
|
|
|
4.5
|
Non-Negotiable
Convertible Promissory Note, dated August 25, 2008, issued to Marc W.
Dutton, in the amount of $75,000, incorporated by reference to Exhibit 4.2
to the Current Report on Form 8-K filed with the SEC on August 27,
2008.
|
|
|
10.1
|
Registration
Rights Agreement, dated August 10, 2005, between BigString and AJW New
Millennium Offshore, Ltd., incorporated by reference to Exhibit 10.1 to
the Registration Statement on Form SB-2 (Registration No. 333-127923)
filed with the SEC on August 29, 2005.
|
|
|
10.2
|
Registration
Rights Agreement, dated August 10, 2005, between BigString and AJW
Partners, LLC, incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29,
2005.
|
10.3
|
Registration
Rights Agreement, dated August 10, 2005, between BigString and AJW
Qualified Partners, LLC, incorporated by reference to Exhibit 10.3 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
|
|
10.4
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and David Matthew
Arledge, incorporated by reference to Exhibit 10.4 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
10.5
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and David A.
Arledge, incorporated by reference to Exhibit 10.5 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
10.6
|
Registration
Rights Agreement, dated July 31, 2005, between BigString and Jeffrey M.
Barber and Jo Ann Barber, incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
|
|
10.7
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Nicholas
Codispoti, incorporated by reference to Exhibit 10.7 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
10.8
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Nicholas
Codispoti, IRA Account, incorporated by reference to Exhibit 10.8 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
|
|
10.9
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Nicholas
Codispoti, President, Codispoti Foundation, incorporated by reference to
Exhibit 10.9 to the Registration Statement on Form SB-2 (Registration No.
333-127923) filed with the SEC on August 29, 2005.
|
|
|
10.10
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Jon M.
Conahan, incorporated by reference to Exhibit 10.10 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
10.11
|
Registration
Rights Agreement, dated July 31, 2005, between BigString and Michael
Dewhurst, incorporated by reference to Exhibit 10.11 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
10.12
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Theodore
Fadool, Jr., incorporated by reference to Exhibit 10.12 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
|
|
10.13
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Charles S.
Guerrieri, incorporated by reference to Exhibit 10.13 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
10.14
|
Registration
Rights Agreement, dated August 9, 2005, between BigString and James R.
Kauffman and Barbara Kauffman, incorporated by reference to Exhibit 10.14
to the Registration Statement on Form SB-2 (Registration No. 333-127923)
filed with the SEC on August 29,
2005.
|
10.15
|
Registration
Rights Agreement, dated July 31, 2005, between BigString and Joel Marcus,
incorporated by reference to Exhibit 10.15 to the Registration Statement
on Form SB-2 (Registration No. 333-127923) filed with the SEC on August
29, 2005.
|
|
|
10.16
|
Registration
Rights Agreement, dated August 10, 2005, between BigString and New
Millennium Capital Partners II, LLC, incorporated by reference to Exhibit
10.16 to the Registration Statement on Form SB-2 (Registration No.
333-127923) filed with the SEC on August 29, 2005.
|
|
|
10.17
|
Registration
Rights Agreement, dated July 31, 2005, between BigString and Richard and
Georgia Petrone, incorporated by reference to Exhibit 10.17 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
|
|
10.18
|
Registration
Rights Agreement, dated July 31, 2005, between BigString and David and Kim
Prado, incorporated by reference to Exhibit 10.18 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
10.19
|
Registration
Rights Agreement, dated August 4, 2005, between BigString and Marc
Sandusky, incorporated by reference to Exhibit 10.19 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
10.20
|
Registration
Rights Agreement, dated August 6, 2005, between BigString and Shefts
Family LP, incorporated by reference to Exhibit 10.20 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
10.21
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Thomas
Shields, incorporated by reference to Exhibit 10.21 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
|
10.22
|
Agreement,
dated December 1, 2005, by and among BigString and the following selling
stockholders: AJW New Millennium Offshore, Ltd., AJW Qualified
Partners, LLC, AJW Partners, LLC, David M. Arledge, David A. Arledge,
Susan Baran, Jeffrey M. Barber and JoAnn Barber, Nicholas Codispoti,
Nicholas Codispoti, IRA, Codispoti Foundation, Jon M. Conahan, Dean G.
Corsones, Michael Dewhurst, Marc Dutton, Theodore Fadool, Jr., Howard
Greene, Harvey M. Goldfarb, Charles S. Guerrieri, Brenda L. Herd and Glenn
A. Herd, Herd Family Partnership, Ronald C. Herd and Michele Herd, Steven
Hoffman, James R. Kaufman and Barbara Kaufman, Jeffrey Kay and Lisa Kay,
Gerald Kotkin, Paul A. Levis PSP, Joel Marcus, Barbara A. Musco and Barrie
E. Bazar, Craig Myman, New Millennium Capital Partners II, LLC, Alfred
Pantaleone, Sara R. Pasquarello, Richard P. Petrone and Georgia Petrone,
David Prado and Kim Prado, Lee Rosenberg, Todd M. Ross, Marc Sandusky,
Adam Schaffer, H. Joseph Sgroi, Shefts Family LP, Thomas Shields, Mark
Yuko, Bradley Zelenitz and Shefts Associates, Inc., incorporated by
reference to Exhibit 10.24 to the Annual Report on Form 10-KSB filed with
the SEC on March 31, 2006.
|
|
|
10.23
|
Business
Consultant Services Agreement by and between BigString and Shefts
Associates, Inc., incorporated by reference to Exhibit 10.30 to Amendment
No. 1 to the Registration Statement on Form SB-2 (Registration No.
333-127923) filed with the SEC on October 21, 2005.
|
|
|
10.24
|
Lease
between BigString, as Tenant, and Walter Zimmerer & Son, as Landlord,
dated February 3, 2009, for the premises located at 157 Broad Street,
Suite 109, Red Bank, New Jersey
07701.
|
10.25
|
Business
Consultant Services Agreement, dated May 2, 2006, by and between BigString
and Lifeline Industries, Inc., incorporated by reference to Exhibit 10.32
to the Current Report on Form 8-K filed with the SEC on May 4,
2006.
|
|
|
10.26
|
Securities
Purchase Agreement, dated as of May 19, 2006, by and among BigString and
Witches Rock Portfolio Ltd., The Tudor BVI Global Portfolio Ltd. and
Tudor Proprietary Trading, L.L.C., including Schedule 1 – Schedule of
Purchasers, and Exhibit C – Form of Warrant. Upon the request
of the SEC, BigString agrees to furnish copies of each of the following
schedules and exhibits:
Schedule
2-3.2(d)
– Warrants;
Schedule 2-3.3
– Registration Rights;
Schedule 2-3.7
– Financial Statements;
Schedule 2-3.10
– Broker’s or Finder’s Fees;
Schedule 2-3.11
– Litigation;
Schedule 2-3.16
– Intellectual Property Claims Against the Company;
Schedule 2-3.17
– Subsidiaries;
Schedule
2-3.19(a)
– Employee Benefit Plans;
Schedule 2-3.22
– Material Changes;
Exhibit A
–
Form of Certificate of Designations of the Series A Preferred Stock;
Exhibit B
–
Form of Registration Rights Agreement;
Exhibit D
–
Form of Giordano, Halleran & Ciesla, P.C. Legal Opinion, incorporated
by reference to Exhibit 10.33 to the Current Report on Form 8-K filed with
the SEC on May 22, 2006.
|
|
|
10.27
|
Registration
Rights Agreement, dated as of May 19, 2006, by and among BigString and
Witches Rock Portfolio Ltd., The Tudor BVI Global Portfolio Ltd. and
Tudor Proprietary Trading, L.L.C., incorporated by reference to Exhibit
10.34 to the Current Report on Form 8-K filed with the SEC on May 22,
2006.
|
|
|
10.28
|
Asset
Purchase Agreement, dated as of May 19, 2006, by and between BigString and
Robb Knie. Upon the request of the SEC, BigString agrees
to furnish a copy of
Exhibit A
–
Form of Registration Rights Agreement, and
Exhibit B
–
Investor Suitability Questionnaire, incorporated by reference to Exhibit
10.35 to the Current Report on Form 8-K filed with the SEC on May 22,
2006.
|
|
|
10.29
|
Registration
Rights Agreement, dated as of May 19, 2006, by and between BigString and
Robb Knie, incorporated by reference to Exhibit 10.36 to the Current
Report on Form 8-K filed with the SEC on May 22, 2006.
|
|
|
10.30
|
Stock
Redemption Agreement, dated May 31, 2006, by and between BigString and
David L. Daniels, incorporated by reference to Exhibit 10.37 to the
Registration Statement on Form SB-2 (Registration No. 333-135837) filed
with the SEC on July 18, 2006.
|
|
|
10.31
|
Stock
Redemption Agreement, dated May 31, 2006, by and between BigString and
Deborah K. Daniels, incorporated by reference to Exhibit 10.38 to the
Registration Statement on Form SB-2 (Registration No. 333-135837) filed
with the SEC on July 18, 2006.
|
|
|
10.32
|
Stock
Redemption Agreement, dated May 31, 2006, by and between BigString and
Charles A. Handshy, Jr., incorporated by reference to Exhibit 10.39 to the
Registration Statement on Form SB-2 (Registration No. 333-135837) filed
with the SEC on July 18, 2006.
|
|
|
10.33
|
Stock
Redemption Agreement, dated May 31, 2006, by and between BigString and
June E. Handshy, incorporated by reference to Exhibit 10.40 to the
Registration Statement on Form SB-2 (Registration No. 333-135837) filed
with the SEC on July 18, 2006.
|
|
|
10.34
|
Letter
Agreement, dated September 18, 2006, between BigString and Robert
DeMeulemeester, incorporated by reference to Exhibit 10.41 to the Current
Report on Form 8-K filed with the SEC on September 21,
2006.
|
10.35
|
BigString
Corporation 2006 Equity Incentive Plan, incorporated by reference to
Exhibit 10.42 to the Annual Report on Form 10-KSB filed with the SEC on
April 2, 2007.
|
|
|
10.35.1
|
Form
of Incentive Option Agreement (Employees), incorporated by reference to
Exhibit 10.42.1 to the Annual Report on Form 10-KSB filed with the SEC on
April 2, 2007.
|
|
|
10.35.2
|
Form
of Director Option Agreement (Non-employee
Directors), incorporated by reference to Exhibit 10.42.2 to the
Annual Report on Form 10-KSB filed with the SEC on April 2,
2007.
|
|
|
10.36
|
Subscription
Agreement, dated as of April 30, 2007, by and among BigString and
Whalehaven Capital Fund Limited, Alpha Capital Anstalt, Chestnut Ridge
Partners LP, Iroquois Master Fund Ltd. and Penn Footwear, including
Exhibit B
–
Form of Common Stock Purchase Warrant. Upon the request of the
Securities and Exchange Commission, BigString agrees to furnish copies of
each of the following schedules and exhibits:
Schedule 5(a)
–
Subsidiaries;
Schedule 5(d)
–
Additional Issuances/Capitalization;
Schedule 5(f)
–
Conflicts;
Schedule 5(q)
–
Undisclosed Liabilities;
Schedule 5(v)
–
Transfer Agent;
Schedule 8
–
Finder’s Fee;
Schedule 9(s)
–
Lockup Agreement Providers;
Schedule
11.1(iv)
– Additional Securities to be Included in the Registration
Statement;
Exhibit A
–
Form of Convertible Note (included as Exhibit 4.2);
Exhibit C
–
Form of Escrow Agreement;
Exhibit D
–
Form of Giordano, Halleran & Ciesla, P.C. Legal Opinion;
Exhibit E
–
Proposed Public Announcement; and
Exhibit F
–
Form of Lock-Up Agreement, incorporated by reference to Exhibit 10.43 to
the Current Report on Form 8-K filed with the SEC on May 3,
2007.
|
|
|
10.37
|
Agreement,
Waiver and Limited Release, dated as of November 30, 2007, by and among
BigString and the Releasors, incorporated by reference to Exhibit 10.37 to
the Current Report on Form 8-K filed with the SEC on December 5,
2007.
|
|
|
10.38
|
Subscription
Agreement, dated as of February 29, 2008, by and among BigString and
Whalehaven Capital Fund Limited, Alpha Capital Anstalt and Excalibur Small
Cap Opportunities LP, including
Exhibit B
–
Form of Common Stock Purchase Warrant. Upon the request of the
Securities and Exchange Commission, BigString agrees to furnish copies of
each of the following schedules and exhibits:
Schedule 5(a)
–
Subsidiaries;
Schedule 5(d)
–
Additional Issuances/Capitalization;
Schedule 5(f)
–
Conflicts;
Schedule 5(q)
–
Undisclosed Liabilities;
Schedule 5(v)
–
Transfer Agent;
Schedule 8
–
Finder’s Fee;
Schedule 9(s)
–
Lockup Agreement Providers;
Exhibit A
–
Form of Convertible Note (included as Exhibit 4.2);
Exhibit C
–
Form of Escrow Agreement;
Exhibit D
–
Form of Giordano, Halleran & Ciesla, P.C. Legal Opinion;
Exhibit E
–
Proposed Public Announcement; and
Exhibit F
–
Form of Lock-Up Agreement, incorporated by reference to Exhibit 10.44 to
the Current Report on Form 8-K filed with the SEC on March 6,
2008.
|
|
|
10.39
|
Common
Stock Purchase Warrant, dated August 25, 2008, issued to Dwight Lane
Capital, LLC, incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed with the SEC on August 27,
2008,
|
|
|
10.40
|
Common
Stock Purchase Warrant, dated August 25, 2008, issued to Marc W. Dutton,
incorporated by reference to Exhibit 10.2 to the Current Report on Form
8-K filed with the SEC on August 27, 2008.
|
|
|
21.1
|
Subsidiaries
of BigString, incorporated by reference to Exhibit 21.1 to the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2008.
|
|
|
23.1
|
Consent
of Wiener, Goodman and Company, P.C., independent registered public
accountants, as to the report relating to the consolidated financial
statements of BigString, incorporated by reference to Exhibit 23.1 to the
Registrant
’
s Annual
Report on Form 10-K for the year ended December 31,
2008.
|
24.1
|
Powers
of Attorney of officers and directors of BigString, included in the
signature page to this report, incorporated by reference to Exhibit 24.1
to the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2008.
|
|
|
|
Section
302 Certification of Chief Executive Officer.
|
|
|
|
Section
302 Certification of Chief Financial Officer.
|
|
|
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section
1350.
|
|
|
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section
1350.
|
E-6