INTERNET HOLDINGS, INC.
16 CURZON STREET
LONDON, UNITED KINGDOM W1Y 7FF
--------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 28, 2000
----------------------------------
To the Shareholders
of Internet Holdings, Inc.
The 2000 Annual Meeting of Internet Holdings, Inc. (the "Company") will be
held at The Sky Club, 200 Park Avenue, 56th Floor, New York, New York, on
September 28, 2000 at 10:30 a.m., local time, to consider and act upon the
following matters:
1. The election of nine (9) directors to serve until their successors
have been elected and qualified.
2. The ratification of the appointment of Arthur Andersen LLP as
independent auditors for the Company for the year ending December 31,
2000.
3. The approval of the proposed amendment to the Company's Certificate of
Incorporation to change the Company's name to "HTTP Technology, Inc."
4. The approval of the proposed amendment to the Company's Certificate of
Incorporation to authorize action by written consent of shareholders
without a meeting where the consenting holders of outstanding shares
having not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting, at which all
shares entitled to vote thereof were present and voted, had consented
in writing to the action.
5. To consider and approve the Company's 2000 Combined Incentive and
Nonqualified Stock Option Plan.
6. Such other business as may properly come before the meeting or any
adjournment or postponement thereof.
Only holders of record of common stock, par value $0.00l per share, of the
Company at the close of business on August 14, 2000 the record date, are
entitled to vote their shares at the Annual Meeting and any adjournment or
postponement of the meeting. Each share of the Company's common stock will
entitle its record holder to one vote on each matter put to a vote at the
meeting.
<PAGE>
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
WHETHER OR NOT YOU ARE PERSONALLY ABLE TO ATTEND. SHAREHOLDERS WHO DO NOT EXPECT
TO ATTEND THE MEETING IN PERSON ARE URGED TO PLEASE SIGN, DATE AND MAIL THE
ACCOMPANYING PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL ENSURE THAT YOUR
SHARES ARE VOTED IN ACCORDANCE WITH YOUR WISHES AND THAT A QUORUM WILL BE
PRESENT AT THE ANNUAL MEETING.
By Order of the Board of Directors,
Stefan Allesch-Taylor,
Chief Executive Officer
and President
London, United Kingdom
September 18, 2000
<PAGE>
PRELIMINARY PROXY STATEMENT
-------------------------
INTERNET HOLDINGS
16 CURZON STREET
LONDON, UNITED KINGDOM
W1Y 7FF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 28, 2000
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Internet Holdings, Inc., a Utah
corporation, for use at the Company's Annual Meeting of Shareholders to be held
at The Sky Club, 200 Park Avenue, 56th Floor, New York, New York, and at any
adjournment thereof.
This Proxy Statement and the enclosed form of proxy are first being sent or
given to shareholders of the Company on or about September 18, 2000. The
principal executive offices of the Company are located at 16 Curzon Street,
London, United Kingdom W1Y 7FF.
PURPOSES OF MEETING
The purposes of the meeting are to consider and act upon the following
matters:
1. The election of nine (9) directors to serve until their successors
have been elected and qualified.
2. The ratification of the appointment of Arthur Andersen LLP as
independent auditors for the Company for the year ending December 31,
2000.
3. The approval of the proposed amendment to the Company's Certificate of
Incorporation to change the Company's name to "HTTP Technology, Inc."
4. The approval of the proposed amendment to the Company's Certificate of
Incorporation to authorize action by written consent of shareholders
without a meeting where the consenting holders of outstanding shares
having not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting, at which all
shares entitled to vote thereof were present and voted, had consented
in writing to the action.
5. To consider and approve the Company's 2000 Combined Incentive and
Nonqualified Stock Option Plan.
6. Such other business as may properly come before the meeting or any
adjournment or postponement thereof.
<PAGE>
RECORD DATE; VOTE REQUIRED
The Board of Directors has fixed the close of business on August 14, 2000
as the record date for determination of the Company's shareholders entitled to
notice of and to vote at the Annual Meeting.
As of the record date, there were 18,737,444 shares of the Company's common
stock outstanding, the holders of which are entitled to vote at the Annual
Meeting. The presence at the meeting, in person or by proxy, of the holders of a
majority of the total number of shares of common stock outstanding on the record
date constitutes a quorum for the transaction of business at the meeting.
As of the record date, the Company's directors and executive officers and
their affiliates owned an aggregate of 7,318,000 outstanding shares of the
Company's common stock, including shares issuable upon the exercise of vested
employee stock options, or approximately 38% of the shares entitled to vote at
the Annual Meeting.
SOLICITATION OF PROXIES
In addition to solicitation by mail, the directors, officers and employees
of the Company may solicit proxies from shareholders by telephone, facsimile,
other electronic means or in person. Brokerage houses, nominees, fiduciaries and
other custodians will be requested to forward soliciting materials to beneficial
owners and will be reimbursed for their reasonable expenses incurred in sending
proxy materials to beneficial owners.
Proxies in the accompanying form are solicited on behalf and at the
direction of the Board of Directors. All shares of common stock represented by
properly executed proxies will be voted at the meeting in accordance with the
instructions made on the proxies, unless the proxies have previously been
revoked.
Regarding the election of directors in voting by proxy, shareholders may
vote in favor of the election of all the nominees or withhold their votes as to
all nominees or withhold their votes as to specific nominees with respect to the
other proposals to be voted upon, shareholders may vote in favor of the
proposals, against the proposals or may abstain from voting. Shareholders should
specify their choices on the enclosed form of proxy. If authority to vote a
proxy has not been withheld and no instruction is indicated, the shares will be
voted FOR the election of the nominees for the Board of Directors. If any other
matters are properly presented at the meeting for action, including a question
of adjourning the meeting from time to time, the persons named in the proxies
and acting thereunder will have discretion to vote on such matters in accordance
with their best judgment.
A shareholder executing and returning a proxy has the power to revoke it
before it is exercised, and may do so by delivering a subsequently signed and
dated proxy or other written notice to the Company at any time prior to the vote
at the meeting or by appearing at the meeting and voting in person the shares to
which the proxy relates. Any written notice revoking a proxy
<PAGE>
should be sent to the Company, attention: Jason Forsyth. The mailing address of
the Company's executive offices is 16 Curzon Street, London, United Kingdom W1Y
7FF.
Directors will be elected by a plurality of the votes cast. Abstentions and
broker non- votes will have no effect on the election of directors. The approval
of the proposed amendments to the Company's Certificate of Incorporation will
require the affirmative vote of the holders of a majority of the shares of
common stock outstanding on the record date. Thus, abstentions and broker
non-votes will have the same effect as a negative vote.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
All persons nominated for election to the Board of Directors at the Annual
Meeting are currently serving as directors of the Company. The Company is not
aware of any nominee who will be unable or will decline to serve as a director.
If a nominee becomes unable or declines to serve, the enclosed proxy may be
voted for a substitute nominee, if any, designated by the Board of Directors.
The term of office of each person elected as a director will continue until the
later of the next annual meeting of shareholders or until such time as his
successor has been duly elected and qualified. Directors are elected by a
plurality of votes cast. Assuming the presence of a quorum at the Annual
Meeting, abstentions and non-votes, including proxies marked to withhold
authority to vote, will have no effect on the outcome of the election.
The Company's nominees for director are as follows:
<TABLE>
<CAPTION>
Name Age Position with Company Serving Since
---- --- --------------------- -------------
<S> <C> <C> <C>
Stefan Allesch-Taylor 31 Chief Executive Officer, December 22, 1999
President and Director
Dr. Alexander Nill 31 Executive Vice President May 12, 2000
and Director
Jason E. Forsyth 30 Chief Financial Officer March 31, 2000
and Finance Director
Nicholas Thistleton 31 Director December 22, 1999
Sir Euan Calthorpe 34 Director December 22, 1999
Giorgio L. Laurenti 54 Director March 31, 2000
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Martin Lechner 31 Director May 12, 2000
Dr. Stefan Fleissner 36 Director May 12, 2000
Charles Schwab III 36 Director August 14, 2000
</TABLE>
Directors are elected in accordance with the Company's by-laws to serve
until the next annual shareholders meeting and until their successors are duly
elected in their stead. The Company does not currently pay compensation to
directors for services in that capacity. Officers are elected by the Board of
Directors and hold office until their successors are chosen and qualified, until
their death or until they resign or have been removed from office. All corporate
officers serve at the discretion of the Board of Directors. There are no family
relationships between any director or executive officer and any other director
or executive officer of the Company.
Stefan Allesch-Taylor has served as the Company's President, Chief
Executive Officer and as a director since December 22, 1999. Mr. Allesch-Taylor
was the principal architect of the Company's divisional strategy. Mr.
Allesch-Taylor is also Chairman of the Board of STG Holdings PLC, a major
shareholder of the Company. Mr. Allesch-Taylor began his career as a
stockbroker, becoming a Registered Representative of the London Stock Exchange
in 1988. He has considerable commercial experience having served as a director
of a wide variety of companies over the last 7 years. In April 1997, he was
appointed Chief Executive of Worthing Premier Property PLC, a property
investment company. The company name was changed to STG Holdings PLC and a new
Board of Directors was appointed. Mr. Allesch-Taylor was made Chairman of the
Board and has implemented a new strategy to move the company operations from the
real estate sector to the investment sector. He continues to serve on the Boards
of a number of companies in a non-executive capacity.
Dr. Alexander Nill has served as the Company's Executive Vice President and
as a director since May 12, 2000. Dr. Nill has 5 years of experience in private
equity investment in the Internet and technology sectors. Between 1990 and 1996,
Dr. Nill achieved a BA from Maximilian University, an MBA from the European
University in Munich, and a PhD in Economics from Oxford University. In 1996,
Dr. Nill joined Sparta Beteiligungen AG where he built up and headed the private
equity division. He was appointed to the Board of Directors in 1997. In 1999,
Dr. Nill became President and Chief Executive Officer of Sparta UK Ltd in
London. Dr. Nill is the Chairman of the advisory board for Red Cube AG and Vice
Chairman of the advisory board for IQ Capital AG.
Jason Forsyth has served as the Company's Chief Financial Officer since
February 9, 1999 and as a director since March 22, 2000. Mr. Forsyth has eight
years of experience in accounting and finance in both Europe and the United
States. He has worked in a variety of industries including software, telephony
and consumer products. He has extensive commercial and corporate strategy
experience and has been involved in corporate finance, seed financing, working
capital fund raising and mezzanine financing. From 1997 to 1998, Mr. Forsyth
<PAGE>
implemented statistical forecasting mechanisms to reduce overheads and improve
sales planning for LA Cellular (AT&T Wireless). Mr. Forsyth has specialized in
advising both start-up companies and more established businesses throughout the
United States, Europe, and the Middle East. His most recent projects have
focused exclusively on Internet and Internet-related enterprises. Mr. Forsyth
has passed the Certified Management Accountant (CMA), Certified Financial
Manager (CFM) and Certified Public Accountant (CPA) examinations. He gained a
BSc (Honors) in Accountancy and Economics from Southampton University, England.
Nicholas Thistleton has served as a director of the Company since December
22, 1999. He is also a member of the Company's Stock Option Committee and Audit
Committee. Mr. Thistleton has been a technology consultant and analyst for 6
years. His project work for Spectrum Strategy Consultants between 1994 and 1997
included strategic reviews of various telecommunications, pay-TV and Internet
markets in Europe and Asia for a series of large clients, and he was involved in
tracking closely the development and impact of the Internet from its earliest
years. More recently he has advised a number of UK Internet start-ups on product
strategy, site design and implementation during the early phases. In addition,
he has acted as technology advisor to STG Holdings PLC since 1997. Mr.
Thistleton was a scholar at Winchester College and gained an MA (Honors) in
French and Russian from Oxford University.
Sir Euan Calthorpe has served as a director of the Company since December
22, 1999. He is also a member of the Company's Stock Option Committee and Audit
Committee. He has been the principal of the private Calthorpe Estates group of
companies for over 10 years. The core activity of this substantive group is real
estate investment and development, spanning a wide variety of assets from
leisure to retail shopping centers and serviced offices. Utilizing significant
financial and management expertise, the Group has diversified investments in
publishing, e- commerce and B2B information technology companies. These
investments have included a number of successful Internet and telecommunications
companies. He is a highly experienced private investor and has worked with a
wide range of companies from start-ups to established public companies. He leads
a team of professionals from offices in the United Kingdom and has a broad
network of business connections both in Europe and the United States.
Giorgio Laurenti has served as a director of the Company since March 31,
2000. Mr. Laurenti has extensive commercial experience, having served in senior
management roles at Revlon for the last twelve years. He has served as President
of Revlon France and Euro International since October 1999 and President of
Revlon Euro International since February 1999. He was President of International
Business Development at Mac Andrews & Forbes, Revlon's parent company, with the
responsibility of overseeing International Mergers and Acquisitions and
Development. Prior to joining Revlon, Mr. Laurenti owned OTIC, a real estate and
property development company from 1977 to 1988. He served as Chief Executive
Officer of Coricama, a manufacturer of high precision surgical instruments,
scissors and metal, where he was responsible for U.S. and International
Development.
Martin Lechner has served as a director of the Company since May 12, 2000.
Mr. Lechner is a Co-Founder of IQ Capital AG and Executive Board Member of IQ
Capital SGA in Zurich. He has extensive investment banking and fund management
experience with Dresdner Kleinwort
<PAGE>
Benson (Frankfurt), Keppler Asset Management (New York), and Foreign & Colonial
(London). Mr. Lechner received his degree as Dipl. Kfm. in Economics at the
University of Passau. He currently serves on the Supervisory Board of several
U.S. and European growth companies including TopTier Software (San Jose) and
Open Mind Systems (Basel).
Dr. Stefan Fleissner has served as a director of the Company since May 12,
2000. He is also a member of the Company's Stock Option Committee and Audit
Committee. In 1991, Dr. Fleissner founded IMAGES Communications and New Media
AG, an Internet and multimedia design agency. He served as Chief Executive
Officer, focusing mainly on strategic planning, brand marketing and investor
relations. In 1999, he became an Executive Board member of IQ Capital AG with
responsibilities for equity management, e-commerce and corporate planning. Dr.
Fleissner is a director of IQ Capital Asia PLC in Singapore and a member of the
advisory board of Internet-schule.com in Munich. He has an honors degree in
business management from Munich University and a doctorate in Economics from
Innsbruck University.
Charles Schwab, Jr. is a manager and member of Kensington Value Fund LLC, a
private family financed investment vehicle ("KVF"). KVF focuses on financing
visionary entrepreneurs developing innovative ideas. KVF's Investments include
all aspects of the electronic economy and technology. KVF has over 20 companies
invested in its portfolio. Mr. Schwab has been managing capital for over 10
years for both domestic and international clients. He spent over four years from
1990 through 1994 with Banque Paribas in their London and New York office
managing the Banks proprietary capital. KVF began operations in late 1994. Mr.
Schwab earned a BA in economics and history from Northwestern University and an
MBA in accounting and finance from the University of Chicago Graduate School of
Business. He currently serves on several Boards, including Integration
Associates, which designs custom analog ASIC solutions, and cMore Medical
Solutions, a software developer of medical procedures.
The Board of Directors recommends that the shareholders
vote FOR election of the nominees named above.
Key Employees
Other key employees of the Company not serving as directors include the
following:
Robert Boot has served as Executive Chairman and Financial Director of
Radical Technology PLC since 1998. Mr. Boot qualified as a chartered accountant
in 1971 and has over 25 years of commercial experience. In 1976, he became
Finance Director of The ABS Group which included companies involved in the
development of computer software for major industries. In 1978, he became
Managing Director and fulfilled both roles until 1985 when he
<PAGE>
was appointed Group Finance Director and Company Secretary of The MDA Group PLC,
a leading international construction consultancy. MDA was at the forefront of
computer systems development within its sector through its subsidiary MDA
Computing Limited. In 1990, Mr. Boot was appointed Chief Executive Officer of
The MDA Group PLC and served in this position until 1997. During his time with
MDA, he was involved in acquisitions, mergers and disposals of companies across
the globe. Mr. Boot is a member of the Bank of England's South Business Panel
and the London Business Forum.
Julian Burns has served as Managing Director and Commercial Director of
Radical Technology PLC since 1998. He has 20 years of experience in the software
industry, with the last 13 years in commercial software development companies.
He began his career in a variety of development and system support roles for Nat
West Bank (1979-84) and the Woolwich Building Society (1984-1986). In 1986, he
moved to CMG, where he served in various capacities from analyst programmer to
international project manager, with a 2-year stint in a full- time sales role.
In 1994, Mr. Burns joined banking systems supplier Tenemos where he helped to
establish a new professional services division. In 1995, he was recruited to MDA
Computing Limited to bring in commercial project management expertise. He later
became Projects Director, responsible for project delivery across the company,
and then Managing Director prior to the management buy-out which lead to the
creation and launch of Radical Technology PLC.
Philip Roberts has served as a director of Radical Technology PLC since
1998. He joined MDA Computing Limited (then Oldacres Computers Limited) in 1971,
starting as a trainee computer operator and going on to fill roles as
programmer, system analyst, business analyst and software designer. Mr. Roberts
was instrumental in managing the company's move from mainframes to personal
computers in the early 1980s and the resulting redevelopment of all their
systems for 'in-house' PC networks. He led the programming team and was involved
in hardware supply, network set-up and direct customer contact. In 1984, Mr.
Roberts led the MDA Computing Limited team which won the Building Innovation
Award for linking a Bill of Quantities system with a computer-aided design
system for Mobil Oil. In 1988, he was appointed as a director of MDA Computing
Limited. Mr. Roberts is experienced in a range of programming languages and has
been involved in project management and system design and support for over 140
clients including large corporations, local authorities, small businesses and
overseas companies.
Benno Engel started his career at Hennecke & Partner, where he conducted a
program of European market research for ICI and traded in intangible assets. In
1994, he was appointed as managing director of Engel KG, a real estate
management company where he was responsible for the day-to-day running of the
company. In 1998, he went on to work as a consultant to IQ- Capital AG, where he
advised on the European inception of U.S. technology companies, and Ferman
Holding AG, where he raised venture capital for European and U.S. technology
companies. He later co-founded Core Ventures BVI. Mr. Engel has a diploma in
Business Management and is bilingual in English and German.
<PAGE>
Istvan Kovach has been appointed to serve as President and Chief Executive
Officer of HTTP Communications Limited, a division of the Company. Mr. Kovach
started his career at the Ministry of Transport and Communications in Hungary
and the Hungarian Telecom Company after graduating in Telecommunications
Engineering and Economics in 1982. In 1988, he joined the Intersputnik
Organisation in Moscow as an expert in the technical development department. In
1991, he became director of the financial and legal department where he was
responsible for planning and contracting, and introduced Western accounting and
financial standards. In 1995, Mr. Kovach was appointed Deputy Director General.
He raised funds for 4 new satellites, initiated and completed the Intersputnik-8
project, and was responsible for the marketing and operation of an 8-satellite
fleet. In 1998, he became Executive Vice- President and Chief Operating Officer
of Lockheed Martin Intersputnik Limited after its formation, and then Vice
President Central-Eastern Europe of Lockheed Martin Global Telecom in 1999. Mr.
Kovach is co-chairman of the international non-profit organisation Telekomforum,
and a member of the International Telecommunication Academy and the
International Satellite Professional Society.
Alexander Grous has served as Vice President of HTTP Communications
Limited, a division of the Company, since May 2000. Mr. Grous brings over a
decade of experience in international telecommunications, Internet and
e-commerce. He began his career in 1983 in Publishing and Multimedia while
gaining a Bachelor of Economics Degree. In 1990, Mr. Grous joined Telstra's
Mobile Group in Melbourne, Australia as a key member of the senior management
team that launched its GSM service. In 1994, Mr. Grous spent a short period with
Pepsico Australia in a planning and development role for Asia Pacific and South
Africa. In 1995, he became General Manager of Westel Wireless in Perth where he
grew the business internationally. In 1996, Mr. Grous was brought to Spectrum
Network Systems in Sydney to turn around its Mobile Division, making it one of
the fastest growing national Service Providers in Australia. In early 1997, Mr.
Grous joined Lockheed Martin Global Telecommunications in London, and became
Managing Director for Europe and Central Eastern Europe across
telecommunications, satellite, and e-commerce. Mr. Grous has an MBA, Master of
Commerce, and Master of Arts-Technology.
Oliver Krause has served as a Director of HTTP Communications Limited, a
division of the Company, since May 20, 2000. Mr. Krause started his career
working for CarnaudMetalbox SA in Paris. In 1994, he joined Schmalbach-Lubeca AG
as a strategic planning analyst in Chicago where he set up joint ventures in
Asia and South America. He returned to the head office in Germany in 1996, where
his roles went on to include public relations, corporate control and Special
Projects. In May 1999, he was appointed as the company's marketing director for
Europe and Asia. He later co-founded Core Ventures BVI. Mr. Krause gained a
diploma in Business Administration from the European Business School, and is
bilingual in English and German.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's common stock are required to report their initial ownership of the
Company's common stock and any subsequent changes in that ownership to the
Securities and Exchange Commission (the "Commission"). Specific due dates for
these reports have been established and the Company is required to disclose any
failure to file by these dates. Each such person and entity has filed a Form 3
with the Commission. However, each such person and entity did not file such form
on a timely basis as required by section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") during the most recent fiscal year.
COMMITTEES ON THE BOARD
The Board of Directors has established a Stock Option Committee, composed
of Sir Euan Calthorpe, Nicholas Thistleton and Dr. Stefan Fleissner who are
responsible for administering the Company's 2000 Combined Incentive and
Nonqualified Stock Option Plan. The members of the Stock Option Committee are no
longer eligible to participate in the Stock Option Plan and qualify as
disinterested persons for purposes of Rule 16b-3(c)(2)(i) of the Exchange Act.
The Stock Option Committee did not hold a meeting in the last fiscal year.
The Board of Directors has also established an Audit Committee, also
composed of Sir Calthorpe, Mr. Thistleton and Dr. Fleissner. The Audit Committee
is responsible for reviewing the results and scope of the audit and other
services provided by the Company's independent auditors as well as review
accounting and control procedures and policies. The Audit Committee held its
first meeting on May 12, 2000 to adopt its written charter. The Audit Committee
has not met with the independent auditors to discuss the matters required to be
discussed by SAS 61, as may be modified or supplemented, and have not received
written disclosures and letters from the independent auditors required by
Independence Standards.
EXECUTIVE COMPENSATION
The officers and directors of Internet Holdings did not receive
compensation for services rendered in 1999.
Commencing on or after March 2000, we have begun to award annual salaries
to certain executive officers and directors of Internet Holdings as follows:
<PAGE>
Name Annual Salary
---- -------------
Stefan Allesch-Taylor $202,620
Dr. Alexander Nill $50,000
Jason E. Forsyth $122,808
Nicholas Thistleton 35,000 British Pounds
Options Granted
The following table sets forth information with respect to stock options
granted to our executive officers under the 2000 Combined Incentive and
Nonqualified Stock Option Plan.
The options have an exercise price of $12.50 per share and expire on May
25, 2008. The percentage of total options granted to employees is based on an
aggregate of 1,168,000 options granted.
Number of Securities Percentage of Total
Underlying Options Options Granted to
Name Granted Employees
---- ------- ---------
Stefan Allesch-Taylor 300,000 26%
Dr. Alexander Nill 300,000 26%
Jason E. Forsyth 200,000 17%
Giorgio L. Laurenti 100,000 9%
Martin Lechner 100,000 9%
Employment Agreements
To date, we have not entered into employment agreements with our executive
officers. However, it is anticipated that we will enter into such employment
agreements with our executive officers awarding the salaries set forth above and
other forms of compensation.
PROPOSAL NO.2:
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
<PAGE>
The Board of Directors has selected Arthur Andersen LLP as the independent
auditors of the Company for the current fiscal year. The selection is being
submitted to the shareholders for ratification at the Annual Meeting; if the
shareholders do not vote for ratification, the Board will reconsider such
selection. Representatives of Arthur Andersen LLP are expected to be present at
the Annual Meeting, will have the opportunity to make a statement if they so
desire and are expected to be available to respond to appropriate questions.
On June 26, 2000, the Company and its accountants, Callaghan Nawrocki LLP,
mutually agreed that Callaghan Nawrocki LLP would terminate their relationship
as the Company's auditors.
The reports of Callaghan Nawrocki LLP on the Company's financial statements
did not contain an adverse opinion or disclaimer and was not qualified as to
audit scope or accounting principles. There were no disagreements, whether or
not resolved, with Callaghan Nawrocki LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which if not resolved to the former accountant's satisfaction, would have caused
it to make reference to the subject matter thereof in connection with its
report. During the previous two fiscal years and through June 26, 2000, there
were no "reportable events" as that term is defined in Item 304(a)(1)(iv) of
Regulation S-B of the Securities Act. At the Company's request, Callaghan
Nawrocki LLP furnished the Company with a letter addressed to the Commission,
dated June 30, 2000, a copy of which has been filed as an exhibit to the
Company's Current Report on Form 8-K dated June 30, 2000, pursuant to which
Callaghan Nawrocki LLP agreed with the above terms.
During the two previous fiscal years and through August 19, 1999, the
Company did not consult with Arthur Anderson LLP on matters (i) regarding the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Company's financial statements, or
(ii) which concerned the subject matter of a disagreement or reportable event
with the former auditor (as described in Regulation S-B, Item 304).
Ratification of the selection of Arthur Andersen LLP requires the
affirmative vote of at least a majority of the shares of the common stock voted
at the Annual Meeting. Although the Company's Board of Directors is submitting
the appointment of Arthur Andersen LLP for shareholder approval, it reserves the
right to change the selection of Arthur Andersen LLP as auditors, at any time
during the fiscal year, if it deems such change to be in the best interest of
the Company, even after shareholder approval.
The Board of Directors recommends that the shareholders
vote FOR the ratification of Arthur Andersen LLP as
Independent Auditors for the Company for the
fiscal year ending December 31, 2000
<PAGE>
PROPOSAL NO. 3:
PROPOSED AMENDMENT
TO CHANGE THE NAME OF THE COMPANY
The Board of Directors believes that changing the Company's name will
reflect the Company's business as a technology development company.
The Board of Directors has approved and recommends a vote for the adoption
and approval of an amendment to the Company's Certificate of Incorporation to
change the name of the Company from "Internet Holdings, Inc." to "HTTP
Technology, Inc."
Under the proposed amendment, Article I of the Certificate of Incorporation
of the Company would be amended to read as follows:
Article I - Corporate Name. The name of the Corporation is HTTP Technology,
Inc.
The approval of the proposed amendment will require the affirmative vote of
the holders of a majority of the shares of common stock voted at the Annual
Meeting.
If approved by the shareholders at the Annual Meeting, the proposed
amendment will become effective upon the filing of the Certificate of Amendment
of the Company's Certificate of Incorporation with the Utah Secretary of State.
The Board of Directors recommends that the shareholders
vote FOR the adoption and approval of an amendment
to the Company's certificate of incorporation to
change the name of the Company from
"Internet Holdings, Inc." to
"HTTP Technology, Inc."
PROPOSAL NO. 4:
PROPOSED AMENDMENT TO AUTHORIZE ACTION BY WRITTEN CONSENT OF
SHAREHOLDERS WITHOUT A MEETING WHERE THE CONSENTING HOLDERS OF
<PAGE>
OUTSTANDING SHARES HAVING NOT LESS THAN THE MINIMUM NUMBER OF
VOTES THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE THE ACTION AT
A MEETING, AT WHICH ALL THE SHARES ENTITLED TO VOTE THEREOF WERE
PRESENT AND VOTED, HAD CONSENTED IN WRITING TO THE ACTION.
The Board of Directors has approved and recommends a vote for the adoption
and approval of an amendment to the Company's Certificate of Incorporation to
allow the Company to take advantage of the provisions of the Utah Revised
Business Corporation Act respecting the taking of action by written consent of
shareholders without a meeting where the consenting holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take the action at a meeting, at which all shares entitled to
vote thereof were present and voted, had consented in writing to the action.
Under the proposed amendment, the Certificate of Incorporation of the
Company would be amended by adding the following article:
Article XI - Shareholder Action Without a Meeting. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without
a meeting if one or more consents in writing, setting forth the action,
shall be signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote thereon were
present and voted. If written consents of less than all the shareholders
have been obtained, notice of such shareholder approval by written consent
shall be given at least (10) days before the consummation of the action
authorized by such written consent to those shareholders entitled to vote
who have not consented in writing and to non-voting shareholders. Such
notice shall contain or be accompanied by the same type of material that
would have been required if a formal meeting had been called to consider
the action. A consent signed under this section has the effect of a meeting
vote and may be described as such in any document.
The approval of the proposed amendment will require the affirmative vote of
the holders of a majority of the shares of common stock voted at the Annual
Meeting.
If approved by the shareholders at the Annual Meeting, the proposed
amendment will become effective upon the filing of the Certificate of Amendment
of the Company's Certificate of Incorporation with the Utah Secretary of State.
The Board of Directors recommends that the shareholders vote FOR the
adoption and approval of an amendment to the Company's certificate
of incorporation to authorize action by written consent of
shareholders without a meeting where the consenting holders
<PAGE>
of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take the action at a meeting,
at which all the shares entitled to vote thereof were present,
and voted, had consented in writing to the action.
PROPOSAL NO. 5
ADOPTION AND APPROVAL OF 2000 COMBINED INCENTIVE AND
NONQUALIFIED STOCK OPTION PLAN
The Board of Directors has approved and recommends a vote for the adoption
and approval of the 2000 Combined Incentive and Nonqualified Stock Option Plan
(the "Plan"), a copy of which is annexed hereto as Exhibit A.
Options constitute a significant portion of the overall compensation of the
Company's employees, including its executive officers. The Board of Directors
believes that the Company will derive substantial benefits from the Plan and
that it will help attract and retain key executives by enabling the Company to
offer competitive compensation packages. The Company also believes that awarding
such equity compensation benefits will align the interests of directors,
executive officers and other employees with the interests of the shareholders.
The Plan provides for the grant of options which may be designated as (i)
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or (ii) nonqualified stock options. The Company's
directors, officers, employees, consultants and advisors, or any subsidiaries of
the Company now existing or hereafter formed or acquired, as determined by the
Board of Directors or the Stock Option Committee, are eligible to participate in
the Plan. Shares of the Company's common stock may be granted under the Plan.
Subject to certain adjustments, the maximum number of shares which may be issued
under the Plan shall not exceed 2,500,000 shares of common stock.
The Company's directors, officers, employees, consultants and advisors, or
any subsidiaries of the Company now existing or hereafter formed or acquired, as
determined by the Stock Option Committee or the Board of Directors, are eligible
to participate in the Plan. Shares of the Company's common stock may be granted
under the Plan. Subject to certain adjustments, the maximum number of shares
which may be issued under the Plan shall not exceed 2,500,000 shares of common
stock.
The Plan is presently administered by the Stock Option Committee. See
COMMITTEES ON THE BOARD. The Stock Option Committee or the Board of Directors
(hereinafter, the "Plan Administrator") may amend the Plan as desired without
further action by the shareholders
<PAGE>
except as required by applicable law or as provided under the Plan. The Plan
will continue to be in effect until May 3, 2010.
The consideration for each award under the Plan has been established by the
Plan Administrator, and will continue to be established by the Plan
Administrator, but in no event will the option price for incentive stock options
be less than the fair market value of a share of common stock on the date of
grant or 110% with respect to optionees who own at least 10% of the outstanding
common stock. Nonqualified options will have an option price to be determined by
the Plan Administrator, not less than the fair market value of the common stock
on the date the option is granted. The Plan Administrator has the authority to
determine the time or times at which incentive stock options granted under the
Plan become exercisable, provided that the options expire no later than ten
years from the date of grant or five years with respect to optionees who own at
least 10% of the outstanding common stock. Incentive and nonqualified stock
options may be exercised only by an employee while employed by the Company or
within 3 months after the effective date of such termination of employment,
within one year for termination resulting from disability or death.
Unless otherwise determined by the Plan Administrator and subject to
certain conditions provided in the Plan, the exercisability of options
outstanding under the Plan may accelerate upon a change in control of the
Company, which includes but is not limited to the merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation of
the Company, regardless of whether the options are assumed or new options are
issued by the successor corporation.
As of the record date, the Company had nonqualified options outstanding for
the purchase of 1,168,000 shares of common stock under the Plan. These options
have an exercise price of $12.50 per share, and are held by approximately 9
individuals, all of whom are officers and directors of the Company. See
"EXECUTIVE COMPENSATION."
The approval of the Plan will require the affirmative vote of the holders
of a majority of the shares of common stock voted at the Annual Meeting.
The Board of Directors recommends that the shareholders
vote FOR the approval of the 2000 Combined
Incentive and Nonqualified Stock
Option Plan
<PAGE>
PRINCIPAL SHAREHOLDERS AND
SHARE OWNERSHIP BY MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of the record date, by:
o each person known by the Company to be the beneficial owner of more than 5%
of the outstanding common stock;
o each person serving as a director or nominated for election as a director
of the Company; each person serving as an executive officer of the Company;
and
o all executive officers and directors of the Company as a group.
Beneficial ownership is determined in accordance with the rules of the
Commission. In general, a person who has voting power and/or investment power
with respect to securities is treated as a beneficial owner of those securities.
For purposes of this table, shares subject to outstanding warrants and options
exercisable within 60 days of the record date are considered as beneficially
owned by the person holding such securities. To our knowledge, except as set
forth in this table, we believe that the persons named in this table have sole
voting and investment power with respect to the shares shown. Except as
otherwise indicated, the address of each of the directors, executive officers
and 5% shareholders in this table is as follows: Internet Holdings, Inc., 16
Curzon Street, London, United Kingdom W1Y 7FF.
Percentage beneficially owned is based upon 19,237,444 shares of common
stock issued and outstanding as of the record date including 500,000 shares of
common stock issuable upon the exercise of employee stock options granted under
the 2000 Combined Incentive and Nonqualified Stock Option Plan which are
exercisable within 60 days of the record date.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Percentage of Common
Name of Beneficial Owner Beneficially Owned Equity Beneficially Owned
------------------------ ------------------ -------------------------
<S> <C> <C>
Societe Privee, as Nominee(1) 6,000,000 31.2%
22 Grosvenor Street, London,
United Kingdom W1X 9LF
STG Holdings PLC 6,480,000 33.7%
16 Curzon Street, Mayfair,
London, United Kingdom
W1Y 7FF
T.H. Investments Ltd. 2,160,000 11.2%
Suite 2B, Centre Plaza, Main
Street, Gibraltar
Stefan Allesch-Taylor(2) 6,630,000 34.5%
Dr. Alexander Nill(3) 400,000 2%
*
Jason E. Forsyth(4) 125,000
Nicholas Thistleton 0 *
Sir Euan Calthorpe(5) 6,480,000 33.7%
Giorgio L. Laurenti(6) 110,000 *
Martin Lechner(7) 50,000 *
Dr. Stefan Fleissner 3,000 *
Total Officers and Directors 7,318,000 38%
as a Group
</TABLE>
----------
* Less than 1%.
(1) Consists of the holdings of 78 individuals and corporate entities none of
which: i) hold more than 3.6% of the issued and outstanding shares of the
Company; and ii) is an officer, director or control person or is related to
an officer, director, control person or an affiliate.
(2) Consists of 6,480,000 shares of common stock directly owned by STG Holdings
PLC and 150,000 shares issuable upon the exercise of employee stock options
within 60 days of the record date. As a significant shareholder and a
director of STG, Mr. Allesch-Taylor may be deemed to control the investment
and voting decisions with respect to the stock held by STG in the Company.
<PAGE>
(3) Consists of 150,000 shares issuable upon the exercise of employee stock
options within 60 days of the record date.
(4) Consists of 100,000 shares issuable upon the exercise of employee stock
options within 60 days of the record date.
(5) Consists of 6,480,000 shares of common stock directly owned by STG Holdings
PLC. As a significant shareholder and a director of STG, Sir Euan Calthorpe
may be deemed to control the investment and voting decisions with respect
to the stock held by STG in the Company.
(6) Consists of 50,000 shares issuable upon the exercise of employee stock
options within 60 days of the record date.
(7) Consists of 50,000 shares issuable upon the exercise of employee stock
options within 60 days of the record date.
<PAGE>
INTEREST OF CERTAIN PERSONS IN
OPPOSITION TO MATTERS TO BE ACTED UPON
The Company is not aware of any substantial interest, direct or indirect,
by securities holdings or otherwise of any officer, director, or associate of
the foregoing persons in any matter to be acted on, as described herein, other
than elections to offices.
OTHER MATTERS
Company management is not aware of any other business which may come before
the meeting. However, if additional matters properly come before the meeting,
proxies will be voted at the discretion of the proxy holders. The cost of
soliciting proxies will be borne by the Company. In addition to solicitation by
mail, certain employees of the Company, who will receive no special compensation
therefor, may solicit proxies in person or by telephone or electronic mail. No
additional written materials besides the Proxy Statement have been authorized or
will be employed in connection with the solicitation of proxies.
SHAREHOLDERS' PROPOSALS TO BE PRESENTED
AT THE COMPANY'S NEXT ANNUAL MEETING OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders in 2001 pursuant to Rule 14a-8 under the Exchange Act must be
received by the Company no later than December 31, 2000 to be considered for
inclusion in the Company's proxy materials for that meeting. The proposal must
be mailed to the Company's principal executive offices at 16 Curzon Street,
London, United Kingdom W1Y 7FF, Attn: Jason Forsyth.
PROVISION OF CERTAIN ADDITIONAL INFORMATION
A copy of our report on Form 10-KSB for the year ended December 31, 1999
has been included with this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ Stefan Allesch-Taylor
-------------------------------------
Stefan Allesch-Taylor,
Chief Executive Officer and President
