<PAGE>
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
<TABLE>
<S> <C>
/X/ Filed by the Registrant
/ / Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
ETINUUM, INC.
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(Name of Registrant as Specified In Its Charter)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
ETINUUM, INC.
5619 DTC PARKWAY
12TH FLOOR
ENGLEWOOD, COLORADO 80111
(303) 357-3000
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 7, 2000
------------------------
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Etinuum, Inc., a Delaware corporation, will be held at Etinuum's corporate
headquarters at 5619 DTC Parkway, 12th Floor, Englewood, Colorado 80111, on
Thursday, September 7, 2000, at 8:00 a.m., local time, for the purpose of
considering and voting upon a proposal to adopt an amendment to Article FIRST of
the Amended and Restated Certificate of Incorporation of Etinuum to change the
name of Etinuum to "Digital Lighthouse Corporation."
Only stockholders of record at the close of business on August 7, 2000, are
entitled to notice of and to vote at the Special Meeting and at any
adjournment(s) thereof.
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of Etinuum. All stockholders are cordially invited to attend the Special Meeting
in person. Whether you plan to attend or not, please date, sign and return the
accompanying proxy in the enclosed return envelope, to which no postage need be
affixed if mailed in the United States. The giving of a proxy will not affect
your right to vote in person if you attend the Special Meeting.
The attached Proxy Statement and the accompanying Proxy is first being
mailed to Etinuum's stockholders on or about August 9, 2000.
By Order of the Board of Directors
/s/ Jonathan H. Yellen
Jonathan H. Yellen
EXECUTIVE VICE PRESIDENT, CORPORATE
STRATEGY AND GENERAL COUNSEL
Englewood, Colorado
August 9, 2000
<PAGE>
ETINUUM, INC.
5619 DTC PARKWAY
12TH FLOOR
ENGLEWOOD, COLORADO 80111
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 7, 2000
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of Etinuum, Inc., a Delaware corporation,
to be used at the Special Meeting of Stockholders to be held at Etinuum's
corporate headquarters at 5619 DTC Parkway, 12th Floor, Englewood, Colorado
80111 on Thursday, September 7, 2000, at 8:00 a.m., local time, and at any
adjournment(s) thereof.
REVOCATION AND VOTING OF PROXY
Any person signing and mailing the enclosed Proxy may revoke it at any time
before it is voted by: (i) giving written notice of the revocation to Etinuum's
corporate secretary; (ii) voting in person at the Special Meeting; or
(iii) voting again by submitting a new proxy card. Only the latest dated proxy
card, including one which a person may vote in person at the Special Meeting,
will count. If not revoked, the Proxy will be voted at the Special Meeting in
accordance with the instructions indicated on the Proxy by the stockholder, or,
if no instructions are indicated, will be voted FOR the proposal to adopt an
amendment to Article FIRST of the Company's Amended and Restated Certificate of
Incorporation.
ACTION TO BE TAKEN AT THE SPECIAL MEETING
The Special Meeting has been called by he directors of Etinuum to consider
and act upon a proposal to adopt an amendment to Article FIRST of the Amended
and Restated Certificate of Incorporation of Etinuum ("Etinuum's Charter") to
change its name from "Etinuum, Inc." to "Digital Lighthouse Corporation."
The Board of Directors of the Company is recommending this Amendment to
Etinuum's Charter. The directors of Etinuum recommend such change to better fit
the needs of Etinuum. If this proposal is approved, the officers of Etinuum will
file an amendment to Etinuum's Charter with the Delaware Secretary of State to
amend Article FIRST so that as amended Article FIRST will read as follows:
"FIRST: The name of the corporation is Digital Lighthouse Corporation."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ADOPTION OF THE AMENDMENT TO ARTICLE FIRST OF ETINUUM'S CHARTER AS SET FORTH
ABOVE.
OTHER BUSINESS
Etinuum's Board of Directors does not know of any matters to be presented at
the Special Meeting other than the matters set forth herein. If any other
business should come before the Special Meeting, the persons named in the
enclosed form of Proxy will vote such Proxy according to their judgment on such
matters.
QUORUM AND VOTING RIGHTS
Voting rights at the Special Meeting of stockholders are vested in the
holders of Etinuum's shares of common stock, par value $.0001 per share (the
"Common Stock") with each share entitled to one
<PAGE>
vote. Only holders of record of shares of Common Stock at the close of business
on August 7, 2000 are entitled to vote at the Special Meeting. On August 1,
2000, Etinuum had issued and outstanding 18,373,651 shares of Common Stock. The
holders of a majority of the outstanding shares of Common Stock present in
person or represented by proxy shall constitute a quorum, which is necessary for
the transaction of business at the Special Meeting. If a quorum is present, the
amendment to Etinuum's Charter will be approved if the amendment receives the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock present in person or represented by proxy at the Special Meeting.
Where brokers have not received any instructions from their clients on how to
vote on a particular proposal, brokers are permitted to vote on routine
proposals but not on non-routine matters. The absence of votes on non-routine
matters are "broker non-votes." Abstentions and broker non-votes will be counted
as present for purposes of establishing a quorum, but will have the effect of a
"no" vote on the proposal to amend Etinuum's Charter.
Etinuum believes that nearly all of the persons and entities listed in the
table under the caption "Security Ownership of Principal Holders and Management"
below intend to vote for the proposal to adopt an amendment to Article FIRST of
Etinuum's Charter. Therefore at least a majority of the outstanding shares of
Common Stock should be voted in favor of the proposal, guarantying passage.
DISSENTERS' RIGHTS OF APPRAISAL
The General Corporation Law of the State of Delaware does not provide for
dissenters' rights of appraisal in connection with the proposed amendment to
Etinuum's Charter to change its corporate name.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, officer, nominee for election as a director or any associate of
any director, officer or nominee has any substantial interest, direct or
indirect, by security holdings or otherwise, in the proposed amendment or in any
action authorized by the related Board of Directors resolutions, which is not
shared by all other stockholders.
2
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT
To the knowledge of management and based upon a review of the stock ledger
maintained by Etinuum's transfer agent and registrar, Computershare Trust
Company, Inc., the following table sets forth the beneficial ownership, as of
August 1, 2000, of persons who beneficially own more than five percent of
Etinuum's Common Stock, each director and executive officer of Etinuum and all
directors and executive officers as a group. An asterisk denotes beneficial
ownership of less than 1%. Unless otherwise indicated, the address of each
person is c/o Etinuum, Inc., 5619 DTC Parkway, 12th Floor, Englewood, Colorado
80111.
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<CAPTION>
PERCENT OF TOTAL
AMOUNT AND SHARES
NATURE OF OF COMMON
BENEFICIAL STOCK
NAME AND ADDRESS OWNERSHIP(1) OUTSTANDING
---------------- ------------- ----------------
<S> <C> <C>
The Beacon Group III - Focus Value Fund, L.P. 4,803,759 26.1%
399 Park Avenenue
New York, NY 10022
Conning Capital Partners V, L.P. 2,601,507 14.2%
CityPlace II, 9th Floor
185 Asylum Street
Hartford, CT 06103
Timothy C. O'Crowley 2,066,332(2) 10.9%
Brinson Partners, Inc. 1,362,963 7.4%
209 South LaSalle Street
Chicago, IL 60604-1295
G. Daniel Adams, Jr. -0- *
Steven Q. Hansen 6,250(3) *
Patrick O'Neal 310,156(4) 1.7%
Jonathan H. Yellen 12,665 *
Stephen S. Hyde 35,402(5) *
Steven F. Piaker 10,000(6) *
Harold W. Pote 10,000(7) *
Rick L. Weller 34,219(8) *
Eric R. Wilkinson 10,000(9) *
All executive officers and directors as a group, 10 persons 2,495,024(10) 13.6%
</TABLE>
------------------------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to the shares shown. Except as indicated by
footnote, to Etinuum's knowledge, the stockholders named in the table have
sole voting and investment power with respect to all shares of Etinuum
Common Stock shown as beneficially owned by them.
(2) Includes 537,500 shares underlying options that are exercisable within 60
days from August 1, 2000 and excludes 75,000 shares underlying options
Mr. O'Crowley granted to Patrick O'Neal, Etinuum's Managing Director of
Sales, in October 1999. Mr. O'Crowley is Etinuum's Chief Executive Officer.
(3) Represents shares underlying options that are exercisable within 60 days
from August 1, 2000.
(4) Includes 260,156 shares underlying options that are exercisable within 60
days from August 1, 2000.
(5) Includes 10,000 shares underlying options that are exercisable within 60
days from August 1, 2000.
3
<PAGE>
(6) Represents shares underlying options that are exercisable within 60 days
from August 1, 2000. Does not include 2,601,507 shares held of record by
Conning Capital Partners V, L.P. Mr. Piaker is senior vice president of
Conning & Conning. Conning & Conning is the managing member of Conning
Investment Partners V, LLC, which serves as the general partner of Conning
Capital Partners V L.P. Mr. Piaker disclaims beneficial ownership of the
shares owned by Conning Capital Partners V, L.P.
(7) Represents shares underlying options that are exercisable within 60 days
from August 1, 2000. Does not include 4,803,759 shares held of record by The
Beacon Group III - Focus Value Fund, L.P. The Beacon Group, L.P. has voting
and investment power over shares owned of record by The Beacon Group III -
Focus Fund, L.P. Mr. Pote is a general partner of The Beacon Group, L.P.,
and as such may be deemed to be a beneficial owner of the shares shown as
beneficially owned by The Beacon Group III - Focus Value Fund, L.P.
Mr. Pote disclaims beneficial ownership of the shares owned by The Beacon
Group III - Focus Value Fund, L.P., and, accordingly, such shares are
excluded from the information table with respect to Mr. Pote.
(8) Represents shares underlying options that are exercisable within 60 days
from August 1, 2000. Does not include 4,803,759 shares held of record by The
Beacon Group III - Focus Value Fund, L.P. Mr. Wilkinson is also a general
partner of The Beacon Group, L.P. Mr. Wilkinson disclaims beneficial
ownership of the shares owned by The Beacon Group III - Focus Value Fund,
L.P.
(9) Represents shares underlying options that are exercisable within 60 days
from August 1, 2000.
(10) Includes 878,125 shares underlying options held by executive officers and
directors that are exercisable within 60 days from August 1, 2000.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next Annual
Meeting of stockholders must be received by Etinuum within a reasonable time
prior to the time Etinuum begins to print and mail the proxy materials for that
meeting.
SOLICITATION OF PROXIES
The cost of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to stockholders, will be borne by Etinuum.
Solicitations will be made only by use of the mails, except that, if necessary
to obtain a quorum, officers and regular employees of Etinuum may make
solicitations of proxies by telephone or electronic facsimile or by personal
calls, although they will receive no additional compensation for doing so.
Etinuum expects to request brokers and nominees who hold stock in their names to
furnish this proxy material to their customers and to solicit proxies from them.
Etinuum will reimburse such brokers and nominees for their out-of-pocket and
reasonable clerical expenses in connection therewith. Etinuum has engaged D.F.
King & Co., Inc. to solicit proxies and to assist with the distribution of proxy
materials for a fee of $3,000, plus reasonable out-of-pocket expenses.
By Order of the Board of Directors
/s/ Jonathan H. Yellen
Jonathan H. Yellen
EXECUTIVE VICE PRESIDENT,
CORPORATE STRATEGY AND GENERAL COUNSEL
Englewood, Colorado
August 9, 2000
4
<PAGE>
ETINUUM, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD THURSDAY, SEPTEMBER 7, 2000
The undersigned hereby constitutes and appoints Timothy C. O'Crowley, Steven
Q. Hansen and Jonathan H. Yellen, and each of them, the true and lawful
attorneys and proxies of the undersigned with full power of substitution and
appointment, for and in the name, place and stead of the undersigned, to act for
and to vote all of the undersigned's shares of $0.001 par value common stock of
Etinuum, Inc. at the Special Meeting of Stockholders to be held at Etinuum's
corporate headquarters at 5619 DTC Parkway, 12th Floor, Englewood, Colorado
80111 on Thursday, September 7, 2000, at 8:00 a.m., local time, and at all
adjournment(s) thereof.
The undersigned hereby revokes any proxies as to said shares heretofore
given by the undersigned and ratifies and confirms all that said attorneys and
proxies lawfully may do by virtue hereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THEN THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
AT THE SPECIAL MEETING FOR THE PROPOSAL TO ADOPT THE AMENDMENT TO ARTICLE FIRST
OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ETINUUM TO CHANGE
ITS NAME.
It is understood that this proxy confers discretionary authority with
respect to matters not known or determined at the time of the mailing of the
Notice of Special Meeting of Stockholders to the undersigned. The proxies and
attorneys intend to vote the shares represented by this proxy on such matters,
if any, as determined by the Board of Directors.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL ONE BELOW.
1. To approve the proposal of the Board of Directors to amend Etinuum's Amended
and Restated Certificate of Incorporation to change its name from "Etinuum,
Inc." to "Digital Lighthouse Corporation."
/ / FOR / / AGAINST / / ABSTAIN
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
of Stockholders and the Proxy Statement furnished therewith.
Please sign exactly as name
appears at left:
Signature: _______________________
Signature (if held jointly): _____
Date: ____________________________
When shares are held by joint
tenants, both must sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such. Attorneys should submit
powers of attorney. If a
corporation, please sign in the
corporate name by president or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND MAIL
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
