<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
Rnethealth.com, Inc.
---------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
(2) Aggregate number of securities to which transaction applies:
25,000,000
(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):
$0.01 par value per share
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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RNETHEALTH.COM, INC.
506 Santa Monica Boulevard, Suite 400
Santa Monica, California 90401
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 23, 2000
To the Shareholders of Rnethealth.com, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of Rnethealth.com, Inc. (the "Company") will be held at the offices
of the Company located at 506 Santa Monica Blvd., Suite 400, Santa Monica,
California 90401, on Wednesday, February 23, 2000 at 9:00 a.m., Pacific time, to
consider and act upon the following matters:
(1) To approve an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of the Company's Common Stock
from 25,000,000 to 50,000,000; and
(2) To transact such other business as may properly come before the
Meeting, including any adjournments or postponements thereof.
Information regarding the matters to be acted upon at the Meeting is
contained in the accompanying Proxy Statement.
The close of business on January 11, 2000 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
/s/ TRACY R. NEAL
--------------------
TRACY R. NEAL
Secretary
Santa Monica, California
January 23, 2000
- --------------------------------------------------------------------------------
It is important that your shares be represented at the Meeting. Each shareholder
is urged to sign, date and return the enclosed proxy card which is being
solicited on behalf of the Board of Directors. An envelope addressed to the
Company's transfer agent is enclosed for that purpose and needs no postage if
mailed in the United States.
- --------------------------------------------------------------------------------
<PAGE> 3
RNETHEALTH.COM, INC.
506 Santa Monica Blvd., Suite 400
Santa Monica, California 90401
-----------------
PROXY STATEMENT
--------------------
This Proxy Statement is furnished to the holders of Common Stock, par value
$.01 per share ("Common Stock"), of Rnethealth.com, Inc., a Colorado corporation
(the "Company") in connection with the solicitation by and on behalf of its
Board of Directors of proxies ("Proxy" or "Proxies") for use at a Special
Meeting of Shareholders (the "Meeting") to be held on Wednesday, February 23,
2000, at 9:00 a.m., Pacific time, at the offices of the Company, 506 Santa
Monica Blvd., Suite 400, Santa Monica, California 90401 and at any adjournment
or postponement thereof, for the purpose set forth in the accompanying Notice of
a Special Meeting of Shareholders. The cost of preparing, assembling and mailing
the Notice of a Special Meeting of Shareholders, this Proxy Statement and
Proxies is to be borne by the Company. The Company will also reimburse brokers
who are holders of record of Common Stock for their expenses in forwarding
Proxies and Proxy soliciting material to the beneficial owners of such shares.
In addition to the use of the mails, Proxies may be solicited without extra
compensation by directors, officers and employees of the Company by telephone,
telecopy, telegraph or personal interview. The approximate mailing date of this
Proxy Statement is January 23, 2000.
Unless otherwise specified, all Proxies, in proper form, received by the
time of the Meeting will be voted in favor of the proposal set forth in the
accompanying Notice of Special Meeting of Shareholders and described below.
A Proxy may be revoked by a shareholder at any time before its exercise by
filing with Tracy R. Neal, the Secretary of the Company, at the address set
forth above, an instrument of revocation or a duly executed proxy bearing a
later date, or by attendance at the Meeting and electing to vote in person.
Attendance at the Meeting will not, in and of itself, constitute revocation of a
Proxy.
The close of business on January 11, 2000 has been fixed by the Board of
Directors as the record date ("Record Date") for the determination of
shareholders entitled to notice of, and to vote at, the Meeting and any
adjournment thereof. As of the Record Date, there were 24,820,382 shares of
Common Stock outstanding. Each share of Common Stock outstanding on the Record
Date will be entitled to one vote on all matters to come before the Meeting.
A majority of the shares entitled to vote, represented in person or by
proxy, is required to constitute a quorum for the transaction of business.
Proxies submitted which contain abstentions or broker nonvotes will be deemed
present at the Meeting for determining the presence of a quorum but are not
counted in the tabulation of the votes cast on the Proposal. Thus, an abstention
from voting or a Proxy in which no direction is specified will have the same
effect as a vote "against" the matter, even though the shareholder may interpret
such action differently.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of December 31, 1999,
relating to the beneficial ownership of shares of Common Stock by: (i) each
person or entity who is known by the Company to own beneficially five percent or
more of the outstanding Common Stock, (ii) each of the Company's directors and
(iii) all directors and executive officers of the Company as a group.
<PAGE> 4
<TABLE>
<CAPTION>
NO. OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(a) PERCENTAGE OF CLASS
- ---------------------------- --------------------- -------------------
<S> <C> <C>
William D. Moses 2,954,217 (b) 12.0%
George Henry 2,837,743 (c) 11.5%
Charlotte Schiff Jones 67,915 (d) *
Robert Portrie 1,588,868 (e) 6.5%
Stacey Romm 50,000 (f) *
Marc Guren 1,695,000 (g) 6.9%
Jay Handline 611,569 (h) 2.5%
Kevin Wall 1,695,000 (i) 6.9%
Wendy Borow Johnson 1,245,000 (j) 5.1%
All directors and executive
officers as a group 53.9%
</TABLE>
- -------------
* Less than 1%.
(a) Each beneficial owner's percentage ownership is determined by assuming that
options, warrants or convertible securities that are held by such person
(but not those held by any other person) and which are exercisable within
60 days of December 31, 1999 and those that have been exercised and
converted. Pursuant to a "change of control" provision, which defines a
"change of control" to have occurred if individuals who are directors at
the beginning of a 24-month period fail to constitute at least two-thirds
of all directors of the Company during such period, in the various stock
option contracts issued to certain of the beneficial owners, all stock
options beneficially owned by such person are currently exercisable.
Assumes a base of 24,567,882 shares of Common Stock before any
consideration is given to outstanding options, warrants or convertible
securities.
(b) Includes options to purchase 703,295 shares of Common Stock. Includes
576,000 shares of Common Stock held in trust for the Estate of William
Moses, which Mr. Moses disclaims beneficial ownership.
(c) Includes options to purchase 472,542 shares of Common Stock. Includes
1,163,768 shares held by Mr. Henry's son for which he disclaims
beneficial ownership.
(d) Includes options to purchase 17,915 shares of the Common Stock.
(e) Includes a warrant to purchase 1,015,000 shares of the Common Stock.
(f) Includes an option to purchase 50,000 shares of the Common Stock.
(g) Includes a warrant to purchase 1,015,000 shares of the Common Stock.
(h) Includes options to purchase 411,569 shares of the Common Stock.
(i) Includes a warrant to purchase 1,015,000 shares of the Common Stock.
(j) Includes an option to purchase 1,015,000 shares of the Common Stock.
Proposal
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has determined that it is advisable to increase the
Company's authorized Common Stock and has adopted, subject to shareholder
approval, an amendment to the Company's Articles of Incorporation to increase
the Company's authorized number of shares of Common Stock from 25,000,000 shares
to 50,000,000 shares in lieu of effecting a reverse stock split as previously
approved by the shareholders of the Company.
As of December 31, 1999, 24,567,882 shares of Common Stock were issued and
outstanding and an additional 10,221,050 shares were reserved for issuance upon
exercise of warrants, issuances under the Company's stock compensation plan and
<PAGE> 5
options granted under the Company's stock option plans. Accordingly, only
432,118 shares of Common Stock are available for future issuance and to satisfy
other purchases of the Company's shares.
The Company has held, and is currently in discussions with one or more
strategic partners concerning a substantial investment/purchase of the Company's
Common Stock. Completion of the financing will allow the Company to further
advance its "Business to Business" (B2B) business opportunities with one or more
strategic partners. No agreement or letter of intent has been entered into and
no assurance can be given that the purchase of shares will be completed.
However, should the transactions be entered into, the Company will require
additional shares to complete the transaction.
In addition, the Company believes the completion of the above-referenced
financing and/or other financing transactions should permit the Company to
qualify for re-listing of the Company's Common Stock on a national stock
exchange. In furtherance of meeting the re-listing requirements of a national
stock exchange, the Board of Directors also requires that additional shares be
authorized for issuance to parties who have already paid for and/or have agreed
to pay for additional shares in the Company. The Board of Directors also desires
to have additional shares available to provide flexibility to use its capital
stock for business and financial purposes in the future or establishing
strategic relationships with other companies.
As the requested authorization will satisfy what the Board of Directors
believes are the current and imminent needs of the Company, the Board has no
current intention to invoke the reverse split previously approved by
stockholders' at the shareholder meeting held June 24, 1999.
The additional Common Stock to be authorized by adoption of the amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Adoption of the proposed amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common Stock
of the Company, except for effects incidental to increasing the number of
outstanding shares of the Company's Common Stock, such as dilution of the
earnings per shares and voting rights of current holders of Common Stock. If the
Amendment is adopted, it will become effective upon filing of a Certificate of
Amendment to the Company's Articles of Incorporation with the Secretary of State
of Colorado.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock will be required to approve this amendment to the Company's
Articles of Incorporation. As a result, abstentions and broker non-votes will
have the same effect as negative votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION.
OTHER MATTERS
Management does not intend to bring before the Meeting for action any
matters other than those specifically referred to above and is not aware of any
other matters which are proposed to be presented by others. If any other matters
or motions should properly come before the Meeting, the persons named in the
Proxy intend to vote thereon in accordance with their judgment on such matters
or motions, including any matters or motions dealing with the conduct of the
Meeting.
PROXIES
All shareholders are urged to fill in their choice with respect to the
matter to be voted on, sign and promptly return the enclosed form of Proxy.
By Order of the Board of Directors,
/s/ TRACY R. NEAL
TRACY R. NEAL
Secretary
January 23, 2000
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PROXY CARD
PROXY PROXY
- ----- -----
RNETHEALTH.COM, INC.
(Solicited on behalf of the Board of Directors)
The undersigned holder of Common Stock of THE RECOVERY NETWORK, INC.,
revoking all proxies heretofore given, hereby constitutes and appoints William
D. Moses, and each of them, Proxies, with full power of substitution, for the
undersigned and in the name, place and stead of the undersigned, to vote all of
the undersigned's shares of said stock, according to the number of votes and
with all the powers the undersigned would possess if personally present, at the
Special Meeting of Shareholders of RNETHEALTH.COM, INC., to be held at 506 Santa
Monica Blvd., Suite 400, Santa Monica, California 90401, on Wednesday, February
23, 2000 at 9:00 a.m., Pacific time, and at any adjournments or postponements
thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting and
Proxy Statement relating to the meeting and hereby revokes any proxy or proxies
heretofore given.
Each properly executed Proxy will be voted in accordance with the
specifications made below and in the discretion of the Proxies on any other
matter that may come before the meeting. Where no choice is specified, this
Proxy will be voted FOR the Proposal set forth below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THIS AND THE REVERSE SIDE
1. Proposal to approve an amendment to the Company's Articles of Incorporation
to increase the number of authorized shares of the Company's Common Stock
from 25,000,000 to 50,000,000
|_| FOR |_| AGAINST |_| ABSTAIN
2. The Proxies are authorized to vote in their discretion upon such other
matters as may properly come before the Meeting.
The shares represented by this proxy
will be voted in the manner directed. In
the absence of any direction, the shares
will be voted FOR Proposal 1 and in
accordance with their discretion on such
other matters as may properly come
before the Meeting.
Dated ---------------------------- 2000
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Signature(s) (Signature(s) should
conform to names as registered. For
jointly owned shares, each owner should
sign. When signing as attorney,
executor, administrator, trustee,
guardian or officer of a corporation,
please give full title).
PLEASE MARK AND SIGN ABOVE AND
RETURN PROMPTLY
