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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
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
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<S> <C>
/X/ Preliminary Proxy Statement /_/ Confidential, for Use of the Commission
/_/ Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/_/ Definitive Additional Materials
/_/ Soliciting Material Under Rule 14a-12
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ETINUUM, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate Box):
/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:
(2) Aggregate number of securities to which transaction 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:
(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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PRELIMINARY COPY
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 ____________________,
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 8, 2000.
By Order of the Board of Directors
Jonathan H. Yellen
EXECUTIVE VICE PRESIDENT, CORPORATE
STRATEGY AND GENERAL COUNSEL
Englewood, Colorado
August 8, 2000
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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
_____________________________ 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 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 __, 2000, Etinuum had issued and
outstanding _________________ 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
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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 has been orally advised that each of the [persons] listed in
the table under the caption "Security Ownership of Principal Holders and
Management" below intends to vote for the proposal to adopt an amendment to
Article FIRST of Etinuum's Charter. Therefore, approximately _____% 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.
SECURITY OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT.
To the knowledge of management, the following table sets forth the
beneficial ownership, as of August ___, 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>
Amount and Nature of Percent of Total Shares
Beneficial of Common Stock
NAME AND ADDRESS OWNERSHIP(1) OUTSTANDING
---------------- ------------ -----------
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The Beacon Group III - Focus Value Fund L.P.
339 Park Avenenue
New York, NY 10022
Conning Capital Partners V, L.P.
CityPlace II, 9th Floor
185 Asylum Street
Hartford, CT 06103
Timothy O'Crowley
Brinson Partners, Inc.
209 South LaSalle Street
Chicago, IL 60604
G. Daniel Adams, Jr.
Steven Q. Hansen
Patrick O'Neal
Jonathan H. Yellen
Stephen Hyde
Steven Piaker
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Harold Pote
Rick Weller
Eric Wilkinson
All executive officers and directors as a group,
___ persons
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(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 475,000 shares underlying options that are exercisable within 60
days from August 1, 2000 and excludes 62,500 shares underlying options Mr.
O'Crowley granted to Paul Tartre, Etinuum's Chief Technology Officer on
January 12, 1996. Mr. O'Crowley is Etinuum's Chief Executive Officer.
(3) Brinson Partners, Inc. is the managing member of Brinson Venture
Management LLC, the investment advisor to BVCF III, L.P., which has sole
voting and investment power over BVCF III, L.P.'s shares. The address of
BVCF III L.P. is c/o Brinson Partners, Inc.
(4) Includes ________ shares underlying options that are exercisable within 60
days from August 1, 2000.
(5) Represents shares underlying options that are exercisable within 60 days
from August 1, 2000.
(6) Does not include ______ 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) Does not include ______ 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) Does not include ______ 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) Includes ____ 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
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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
Jonathan H. Yellen
EXECUTIVE VICE PRESIDENT, CORPORATE
STRATEGY AND GENERAL COUNSEL
Englewood, Colorado
August 8, 2000
<PAGE>
PRELIMINARY COPY
PROXY
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 _____________________ on Thursday, September 7, 2000, at 8:00
a.m., local time, and at all adjournment(s) thereof for the adoption of an
amendment to Article FIRST of the Amended and Restated Certificate of
Incorporation of Etinuum to change its name from "Etinuum, Inc." to "Digital
Lighthouse Corporation."
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 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.
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.
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PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
2
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