Form PRE 14C NEWTOWN LANE MARKETING For: Sep 10

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SCHEDULE
14C and SCHEDULE 14F-1

(Rule
14c-101 and Rule 14f-1)

INFORMATION
REQUIRED IN INFORMATION STATEMENT

 

SCHEDULE
14C INFORMATION

 

Information
Statement Pursuant to Section 14(c) of the

Securities
Exchange Act of 1934

 

Information
Statement Pursuant to Section 14(f) of the

Securities
Exchange Act of 1934

And
Rule 14f-1 Thereunder

 

(Amendment
No.   )

 

Check
the appropriate box:

 

Preliminary
information statement
Confidential,
for use of the Commission only (as permitted by Rule 14c-5(d)(2))
Definitive
information statement

 

NEWTOWN
LANE MARKETING, INCORPORATED

(Name
of Registrant as Specified in Its Charter)

 

Payment
of Filing Fee (Check the appropriate box):

 

 

Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

 

(1) Title
of each class of securities to which transaction applies:
   

 

(2) Aggregate
number of securities to which transactions 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:

 

 

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.:

 

 

 

 

 

NEWTOWN
LANE MARKETING, INCORPORATED
c/o Graubard Miller

405
Lexington Avenue, 11th Floor

New
York, New York 10174

212-818-8800

 

INFORMATION
STATEMENT PURSUANT TO SECTION 14C AND SECTION 14(F) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C-1 AND RULE 14F-1 THEREUNDER

September
[____], 2021

 

No
vote or other action by our stockholders is required or requested in response to this information
statement. We are not asking you for a proxy and you are requested not to send us a proxy.

 

This
information statement is being furnished to holders of record of the common stock of Newtown Lane Marketing, Incorporated, a Delaware
corporation (the “Company”), as of the close of business on September [_____], 2021, in accordance with the requirements
of Sections 14(c) and 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rules 14c-1 and
14f-1 promulgated under the Exchange Act. This also notifies the Company’s stockholders that on or about February 8, 2021 and September
6, 2021, the Company received written consents in lieu of meetings of stockholders from the holder of a majority of the Company’s
common stock approving the following:

 

the
change (the “Change of Control”) in the majority of the Company’s board
of directors (the “Board”) that is expected to result from the consummation of
the transactions contemplated by that certain Agreement and Plan of Reorganization, dated
as of February 8, 2021 (the “Merger Agreement”), entered into among the Company,
Newtown Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company
(“Merger Sub”), and Cyxtera Cybersecurity, Inc. d/b/a AppGate, a Delaware corporation
(“Appgate”);

 

the
second amended and restated certification of incorporation of the Company (the “Amended
Charter”), which, among other things, amends the Company’s amended and restated
certificate of incorporation, which became effective on February 27, 2006 and was subsequently
amended on October 18, 2007 and August 15, 2008 (the “Existing Charter”), to
(i) change the Company’s name to “Appgate, Inc.”, (ii) designate specific
courts as the exclusive forum for certain litigation that may be initiated by the Company’s
stockholders, (iii) include a staggered board, which means that our Board of Directors is
classified into three classes of directors with staggered three-year terms, (iv) include
a prohibition on stockholder action by written consent from and after the date on which SIS
Holdings (as defined below), BCEC-Cyxtera Technologies Holdings (Guernsey) L.P. (“BC
Partners”), Medina Capital Fund II – SIS Holdco, LP (the “Medina Stockholder”),
LDEF Series B-1 LLC – Series 17, Star Investment Series LLC – Series 38 and each
of their respective affiliates (collectively, the “Investors”) cease to beneficially
own in the aggregate at least 50% of the outstanding shares of common stock (the “Trigger
Event”), (v) require that, from and after the Trigger Event, directors may only be
removed for cause and only upon the affirmative vote of the holders of at least 66 2/3% in
voting power of all of the then-outstanding shares of our common stock entitled to vote thereon,
voting together as a single class, (vi) require, from and after the Trigger Event, the affirmative
vote of holders of at least 75% of the voting power of all of the then outstanding shares
of common stock to amend provisions of the Amended Charter relating to the management of
our business, the Board, stockholder action by written consent, competition and corporate
opportunities, Section 203 of the Delaware General Corporation Law (the “DGCL”),
forum selection and the liability of our directors, or to amend, alter, rescind or repeal
our bylaws, and (vii) increase the Company’s authorized shares of common stock from
100,000,000 to 270,000,000; and

 

the
Company’s 2021 Incentive Compensation Plan (the “2021 Plan”).

 

The
Change of Control, Amended Charter and 2021 Plan are further described under the heading “Description of Stockholder Matters
below.

 

As
of September 10, 2021, the Company had issued and outstanding 14,643,740 shares of common stock, which is the Company’s
only class of securities that would be entitled to vote for directors at a stockholders’ meeting if one were to be held. Each share
of common stock is entitled…

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