<PAGE>
PRELIMINARY COPY
LIGHTHOUSE LANDINGS, INC. ANNUAL MEETING
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
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LIGHTHOUSE LANDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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(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:
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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
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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
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(1) Amount previously paid:
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<PAGE>
July 26, 2000
To Our Shareholders:
You are cordially invited to the Annual Meeting of Shareholders (the
"Meeting") of Lighthouse Landings, Inc. (the "Company") to be held at the Park
Avenue Club, 184 Park Avenue, Florham Park, New Jersey 07932, on Monday, August
21, 2000 at 10:00 a.m. local time.
The formal Notice of the Meeting and Proxy Statement describing the matters
to be acted upon at the Meeting are contained in the following pages.
Shareholders also are entitled to vote on any other matters which properly come
before the Meeting.
Enclosed is a proxy which will enable you to vote your shares on the matters
to be considered at the Meeting even if you are unable to attend the Meeting.
Please mark the proxy to indicate your vote, date and sign the proxy and return
it in the enclosed envelope as soon as possible for receipt prior to the
Meeting.
WHETHER YOU OWN FEW OR MANY SHARES OF STOCK, PLEASE BE SURE YOU ARE
REPRESENTED AT THE MEETING EITHER BY ATTENDING IN PERSON OR BY RETURNING YOUR
PROXY AS SOON AS POSSIBLE.
Sincerely,
Anthony Cappaze,
Chairman of the Board and
Chief Executive Officer
<PAGE>
LIGHTHOUSE LANDINGS, INC.
195 Fairfield Avenue, Suite 3C
West Caldwell, New Jersey 07006
(973) 228-2901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 2000
July 26, 2000
To the Shareholders of Lighthouse Landings, Inc.;
The Annual Meeting of Shareholders (the "Meeting") of Lighthouse Landings,
Inc., a New Jersey corporation (the "Company") will be held at the Park Avenue
Club, 184 Park Avenue, Florham Park, New Jersey 07932, on Monday, August 21,
2000, at 10:00 a.m. local time, for the purpose of considering and voting upon
proposals to:
1. Elect four directors to staggered terms expiring over the next three
years or until their successors are elected and qualify.
2. Adopt an amendment to Article FIRST of the Company's Certificate of
Incorporation to change the name of the Company to: LIGHTHOUSE FAST FERRY,
INC.
3. Adopt an amendment to Article FOURTH of the Company's Certificate of
Incorporation to authorize 10,000,000 shares of $0.01 par value Preferred
Stock, to increase the number of authorized shares of Common Stock from
10,000,000 shares to 40,000,000 shares, and to provide the Board of
Directors with full authority to make divisions of shares into classes and
into series within any class or classes, to determine the designations and
the number of shares of any class or classes, and to determine the relative
rights, preferences and limitations of the shares of any class or series as
the Board of Directors believes is appropriate.
4. Adopt the proposed 2000 Employee Stock Option Plan adopted by the
Board of Directors on March 10, 2000.
5. Transact such other business as may lawfully come before the Meeting
or any adjournment(s) thereof.
The Board of Directors is not aware of any other business to come before the
Meeting. Pursuant to the Company's Bylaws, the Board of Directors has fixed
the close of business on Tuesday, July 25, 2000 as the record date for
determination of the shareholders entitled to vote at the Meeting and any
adjournments thereof.
You are requested to complete and sign the enclosed proxy which is solicited
by the Board of Directors and to return it promptly in the enclosed envelope.
The proxy will not be used if you attend the Meeting and vote in person.
EACH SHAREHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD.
ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE REVOKED BY FILING WITH THE SECRETARY
OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER
DATE. ANY SHAREHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR HER PROXY AND
VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOU ARE
A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED
ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE IN PERSON AT THE
MEETING.
BY ORDER OF THE BOARD OF DIRECTORS,
Anthony Cappaze,
Chairman of the Board and Chief
Executive Officer
<PAGE>
LIGHTHOUSE LANDINGS, INC.
195 Fairfield Avenue, Suite 3C
West Caldwell, New Jersey 07006
(973) 228-2901
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 21, 2000
July 26, 2000
To Our Shareholders:
This proxy statement (the "Proxy Statement") is furnished in connection with
the solicitation by the Board of Directors of Lighthouse Landings, Inc. (the
"Company") of proxies to be used at the Annual Meeting of Shareholders (the
"Meeting") to be held at the Park Avenue Club, 184 Park Avenue, Florham Park,
New Jersey 07932 on Monday, August 21, 2000, at 10:00 am local time, and at
any adjournments or postponements thereof. The Meeting is being held for the
purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. This Proxy Statement, the accompanying proxy card and the Notice
of Annual Meeting of Shareholders (collectively, the "Proxy Materials") are
first being mailed to shareholders beginning on or about July 26, 2000.
GENERAL INFORMATION
Solicitation
The enclosed proxy is being solicited by the Company's Board of Directors.
The costs of the solicitation will be borne by the Company. Proxies may be
solicited personally or by mail, telephone, facsimile or telegraph by
directors, officers and regular employees of the Company, none of whom will
receive any additional compensation for such solicitations. The Company will
reimburse banks, brokers, nominees, custodians and fiduciaries for their
reasonable out-of-pocket expenses incurred in sending the proxy materials to
beneficial owners of the shares.
Voting Rights and Votes Required
Holders of shares of Lighthouse Landings, Inc. common stock, $0.01 par value
(the "Common Stock"), at the close of business on Tuesday, July 25, 2000 (the
"Record Date") are entitled to notice of, and to vote at, the Meeting. On the
Record Date, shares of Common Stock were outstanding. Holders of Common
Stock are entitled to one vote per share.
The presence, in person or by proxy, of holders of one-third of the shares
outstanding as of the Record Date constitutes a quorum for the transaction of
business at the Meeting. In the event there are not sufficient votes for a
quorum or to approve any proposals at the time of the Meeting, the Meeting may
be adjourned in order to permit further solicitation of proxies. Abstentions
will count towards quorum requirements.
As to the election of directors under Proposal One, the proxy card being
provided by the Board enables a shareholder to vote for the election of each
of the nominees proposed by the Board, or to withhold authority to vote for
one or more of the nominees being proposed. Directors are elected by a
plurality of votes cast, without respect to either (i) broker non-votes, or
(ii) proxies as to which authority to vote for one or more of the nominees
being proposed is withheld.
1
<PAGE>
The affirmative vote of a majority of the shares represented at the Meeting
in person or by proxy and entitled to vote on the matter is required to
approve Proposals Two, Three and Four. As to these proposals, a shareholder
may: (i) vote "FOR" the proposal, (ii) vote "AGAINST" the proposal, or (iii)
"ABSTAIN" with respect to the proposal. These proposals shall be determined
without regard to broker non-votes or proxies marked "ABSTAIN" as to each
matter.
The proposed corporate actions on which the shareholders are being asked to
vote are not corporate actions for which shareholders of a New Jersey
corporation have the right to dissent under the New Jersey Business
Corporation Act.
Voting and Revocability of Proxies
Shares of Common Stock represented by all properly executed proxies received
at the Company's transfer agent by Thursday, August 17, 2000 will be voted as
specified in the proxy. Unless contrary instructions are indicated on the
proxy, the shares of Common Stock represented by such proxy will be voted
"FOR" the slate of directors described herein; "FOR" adoption of the amendment
to Article FIRST of the Certificate of Incorporation of the Company as
described herein; "FOR" adoption of the amendment to Article FOURTH of the
Certificate of Incorporation of the Company as described herein; and "FOR"
adoption of the 2000 Employee Stock Option Plan. Management and the Board of
Directors of the Company know of no other matters to be brought before the
Meeting other than as described herein. If any other matters properly are
presented to the shareholders for action at the Meeting and any adjournments
or postponements thereof, the proxy holder named in the enclosed proxy intends
to vote in his discretion on all matters on which the shares of Common Stock
represented by such proxy are entitled to vote.
The giving of the enclosed proxy does not preclude the right to vote in
person should the shareholder giving the proxy so desire. A proxy may be
revoked at any time prior to its exercise by (i) providing notice in writing
to the Company's corporate secretary that the proxy is revoked; (ii)
presenting to the Company a later-dated proxy; or (iii) by attending the
Meeting and voting in person.
2
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables sets forth the beneficial ownership of the Company's
Common Stock as of June 12, 2000 by each Director and each Executive Officer
of the Company, by all Directors and Executive Officers as a group, and sets
forth the number of shares of Common Stock owned by each person who owned of
record, or was known to own beneficially, more than 5% of the outstanding
shares of Common Stock.
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Name and Address of Beneficial Common
Beneficial Owner Ownership Stock
------------------- ---------- ----------
<S> <C> <C>
Anthony Cappaze........................................ 1,509,850(1) 23.1%
195 Fairfield Avenue, Suite 3C
West Caldwell, NJ 07006
Chairman and CEO
Anthony Colasanti...................................... 390,000(2) 6.0%
195 Fairfield Avenue, Suite 3C
West Caldwell, NJ 07006
Vice President, Secretary, General
Counsel and Director
Francis P. Matusek..................................... 1,050,400(3) 17.1%
186 Highway 34
Matawan, New Jersey 07747
Director
Gregory J. Hauke....................................... 26,500 *
195 Fairfield Avenue, Suite 3C
West Caldwell, NJ 07006
Director
Ray Wright............................................. 150,000(4) 2.4%
One Springfield Avenue
Summit NJ 07901
Former Treasurer
John Ferreira, Jr. .................................... 0 *
195 Fairfield Avenue, Suite 3C
West Caldwell, NJ 07006
Chief Financial Officer
All current directors and executive 2,976,750(5) 43.2%
officers as a group (five persons)....................
</TABLE>
--------
* Less than one percent.
(1) Includes 718,700 shares owned by Cappaze Associates, L.P., of which Mr.
Cappaze is the General Partner; 78,000 shares owned by Elchanan Dulitz FBO
Ashley North Ave. Inc., to which Mr. Cappaze pledged stock to secure a
loan to the Company; 15,000 shares owned by Mr. Cappaze's spouse; options
to acquire 200,000 shares at $1.75 per share until 6/11/2002; warrants to
purchase 100,000 shares at $1.25 per share until 10/27/2001; and warrants
to purchase 100,000 shares at $1.00 per share until January 2003. Does not
include options to acquire 200,000 shares at $1.00 per share until 1/1/07,
which are not exercisable before 1/1/02.
(2) Includes options to acquire 100,000 shares at $1.50 per share until
12/20/01; warrants to purchase 100,000 shares at $1.25 per share until
10/27/2001; warrants to purchase 100,000 shares at $1.00 per share until
January 2003, and warrants to purchase 50,000 shares at $1.00 per share
until January 2002. Does not include options to acquire 100,000 shares at
$1.00 per share until 1/1/07, which are not exercisable before 1/1/02.
(3) Includes 710,000 shares owned by Sun-Rize Ferry Service, L.P., of which
Mr. Matusek is the General Partner; and 2,250 shares owned by Mr.
Matusek's spouse.
3
<PAGE>
(4) Includes options to acquire 100,000 shares at $1.00 per share until 12/04.
Raymond F. Wright tendered his resignation as Treasurer, effective
03/15/00.
(5) Includes footnotes 1 through 3.
Other Owners.
To the knowledge of the Directors and Executive Officers of the Company, as
of June 12, 2000, there are no persons and/or companies who or which
beneficially own, directly or indirectly, shares carrying more than 5% of the
voting rights attached to all outstanding shares of the Company, other than as
set forth in the preceding table or the following table:
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Name and Address of Beneficial Common
Beneficial Owner Ownership Stock
------------------- ---------- ----------
<S> <C> <C>
Michael Lauer.......................................... 2,250,000(2) 32.7%
c/o Kaya Flamboyan 9
Curacao Netherlands Antilles
</TABLE>
--------
(1) Mr. Lauer is Managing Director of Lancer Offshore, Inc., The Viator Fund
Ltd. and The Orbitor Fund. This total includes 500,000 shares beneficially
owned by Lancer Offshore, Inc.; 625,000 shares and 750,000 warrants
beneficially owned by The Viator Fund, Ltd.; 125,000 shares owned by The
Orbitor Fund; and 250,000 shares beneficially owned directly by Mr. Lauer.
Management is not aware of any arrangements or agreements pledging
securities which could in the future result in a change of control of the
Company.
MANAGEMENT
Executive officers of the Company are elected by the Board of Directors, and
serve for a term of one year and until their successors have been elected and
qualified or until their earlier resignation or removal by the Board of
Directors. There are no family relationships among any of the directors and
executive officers of the Company.
The following table sets forth the names and ages of all executive officers
and directors whose terms will not expire prior to the Annual Meeting, and all
persons nominated to serve as directors and the positions and offices that
each person hold with the Company:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Anthony Cappaze......... 56 Chief Executive Officer and Chairman of the Board
Anthony T. Colasanti.... 57 Vice President, Secretary, Director
Frank P. Matusek........ 48 Director
Gregory J. Hauke........ 50 Director
John Ferreira, Jr....... 37 Chief Financial Officer
</TABLE>
4
<PAGE>
Anthony Cappaze has served as Chairman of the Board and Chief Executive
Officer of the Company since its inception. He has served as president of
Trinity Group, an investment advisory company, since 1998. From 1983 to 1998,
he was Regional Manager, New York and New Jersey, for Northern Telecom. Prior
to that, from 1975 to 1983, he served as Eastern U.S. Regional Vice President,
Computer Marketing and Sales, at United Telecom. He attended Minnesota State
University from 1963 to 1964.
Anthony Colasanti is Vice President, Secretary, General Counsel and Director
of the Company. He has served as Director of the Company and General Counsel
since 1996. He was elected by the Board to serve as Corporate Secretary
beginning January 1, 1999. He assists the Company as an independent contractor
in areas of planning, organizing, leading and controlling, as well as raising
substantial capital. Mr. Colasanti is a partner in the law firm of Colasanti
and Scott and is licensed to practice law in New Jersey and Florida. He has
engaged in the general practice of law in New Jersey since 1967, with an
emphasis on commercial transactional matters and commercial litigation. From
1987 to 1991, he served as a director for Newton Savings Bank, a New Jersey
savings and loan institution. He received his B.S. in Economics from St.
Peter's College in 1964 and his LLB (Law) from Seton Hall University in 1967.
Francis P. Matusek has served as Director of the Company since its inception
and was an officer of the Company from inception to January 1999. Since 1974,
Mr. Matusek, a Certified Public Accountant, has been engaged in independent
accounting and tax consulting through his company Matusek & Company. He
received his B.S. in Accounting from the University of South Carolina in 1972.
John Ferreira, Jr. joined the Company on May 1, 2000 as its Chief Financial
Officer. Previously, from November 1995 to April 2000, Mr. Ferreira served as
Corporate Controller of ESC Sharplan Medical Systems, North American
Operations. His responsibilities included all accounting practices and
policies, financial and management reporting, internal controls, treasury and
finance activities, information technology and human resources. From August
1994 to November 1995, Mr. Ferreira was employed as a Senior Financial and
Operating Analyst for Volvo Car Finance (a GE Capital joint venture). Mr.
Ferreira was a General and Lease Accounting Manager for Tricon Capital
Corporation, a subsidiary of Bell Atlantic Capital Corporation, from July 1989
to November 1994, and employed by PriceWaterhouseCoopers (formerly Coopers &
Lyband) from September 1985 to June 1989. Mr. Ferreira holds a Bachelor of
Science degree from Seton Hall University and is a member of both the New
Jersey Society of Certified Public Accountants and the American Institute of
Certified Public Accountants.
Gregory J. Hauke was appointed as a Director of the Company on June 1, 2000.
Mr. Hauke has served as President of Hauke Realty Inc. since 1985 and has
served as Chief Financial Officer of Phoenix Funding since 1996. Mr. Hauke
also serves as Managing Partner of several real estate partnerships and is
formerly of the accounting firm of Arthur Anderson & Company. Mr. Hauke
received his B.S. in Business Administration from Seton Hall University and
his MBA from Fairleigh Dickinson University.
Meetings of the Board and Committees
The Company's Board of Directors held eleven meetings during the Company's
fiscal year ended December 31, 1999. Such meetings consisted of consent
Directors' minutes signed by all Directors and actual meetings at which all of
the Directors were present in person or by telephone.
There is no arrangement or understanding between any Director and any other
person pursuant to which any person was selected as a Director.
Directors of the Company are paid $500 per meeting for their services as
such. Furthermore, the directors are reimbursed for all expenses incurred by
them in attending board meetings.
5
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and Directors and persons who own more than 10% of the
Company's outstanding Common Stock to file reports of ownership with the
Securities and Exchange Commission ("SEC"). Directors, officers, and greater
than 10% shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on a review of Forms 3, 4, and 5 and amendments thereto
furnished to the Company during and for the Company's fiscal year ended
December 31, 1999, and as of June 12, 2000 there were no Directors, officers
or more than 10% shareholders of the Company who failed to timely file a Form
3, 4 or 5 other than Mr. Ferreira, Mr. Hauke, The Viator Fund Ltd. and Michael
Lauer who all failed to timely file Forms 3.
Committees
The Board of Directors currently serves as the Audit Committee. The Board of
Directors has not yet adopted a written charter of the Audit Committee.
EXECUTIVE COMPENSATION
Compensation and other Benefits of Executive Officers.
The following table sets out the compensation received for the fiscal years
ended April 30, 1997 and 1998, and December 31, 1999 in respect to each of the
individuals who were the Company's chief executive officer at any time during
the last fiscal year and the Company's four most highly compensated executive
officers whose total salary and bonus exceeded $100,000 (the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Fiscal Year Compensation Long Term Compensation
------------------------ ----------------------
Awards Payouts
----------- --------------------
Restricted
Securities Shares or
Other under Restricted LTIP All other
Name and Principal Salary(1) Bonus Annual Option/SARs Share Payouts Compensation
Position Year ($) ($) Compensation Granted Units ($) ($)
------------------ ---- --------- ----- ------------ ----------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anthony Cappaze/........ 1999 100,000 0 0 200,000 0 0 5,700
Chairman and CEO 1998 75,000 0 0 0 0 0 0
1997 75,000 0 0 0 0 0 0
</TABLE>
--------
(1) The base compensation is recorded and accrued, but payment is deferred in
the interest of optimizing the Company's cash flow.
Agreements with Management.
The Company had employment agreements with Messrs. Cappaze and Matusek that
provide for annual salaries of $75,000 each through April 30, 1998 and
$100,000 each, thereafter. Mr. Cappaze and Mr. Colasanti signed new employment
agreements in January 2000, and Mr. Matusek's agreement ended March 31, 1999.
Mr. Cappaze and Mr. Matusek have deferred a significant portion of their
compensation under these agreements. This deferred compensation carries an
interest rate of 4% per annum. As of December 31, 1999, the total deferred
compensation, including interest due, was $449,541.
6
<PAGE>
The Company entered into an employment agreement with John Ferreira on April
30, 2000. For the period from May 1, 2000 to December 31, 2000, Mr. Ferreira
will receive a salary at the rate of $100,000 per annum. Beginning January 1,
2001, Mr. Ferreira's salary will be $125,000 per year.
OPTION GRANTS TO OFFICERS
Fiscal Year End Option Values
The following table sets out the stock options granted by the Company during
the previous fiscal year to the Named Executive Officers of the Company. The
following amounts include options that were granted prior to the previous
fiscal year but were repriced during that year.
OPTION/SAR GRANTS IN PREVIOUS YEAR
INDIVIDUAL GAINS
<TABLE>
<CAPTION>
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base Market Price
Options/SARs Employees in Price on Date of Expiration
Name Granted(#) Fiscal Year ($/Sh) Grant Date
---- ------------ ------------ -------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Anthony Cappaze......... 200,000 48% $1.75 $1.75 06/11/02
Anthony Colasanti....... 100,000 24% $1.50 $1.50 12/20/01
</TABLE>
Aggregated Option/SAR Exercised in Last Financial Year and Fiscal Year-End
Option/SAR Values.
None.
Compensation of Directors.
Directors of the Company are paid $500 per meeting for their services as
such. Furthermore, the directors are reimbursed for all expenses incurred by
them in attending board meetings.
Benefit Plans.
The Company currently has no retirement, pension, profit-sharing or
insurance or medical reimbursement plans covering its officers and directors,
but does contemplate implementing group health, term life insurance and 401(k)
plans once additional full-time management employees are hired. In October
1998, the Company acquired 80% if the issued and outstanding shares of the
capital stock of Fast Ferry Holding Corporation, a New York corporation, and
its wholly owned subsidiaries, Fast Ferry I Corporation, Fast Ferry II
Corporation and New York Fast Ferry Services, Inc., all New York corporations
(collectively "NY Fast Ferry"). The NY Fast Ferry group has a group medical
health plan and a 401(k) plan for its employees.
Transactions with Management and Others and Certain Business Relationships
In June 1999 Anthony Cappaze, an officer and director of the Company, was
granted options to purchase 200,000 shares of common stock exercisable at
$1.75 per share for three years. In October 1999, Mr. Cappaze was granted
warrants to purchase 100,000 shares of common stock at $1.00 per share for two
years. Mr. Cappaze signed a new Employment Agreement as of January 2000, which
provides that he receives warrants for the purchase of 100,000 shares of
common stock at $1.00 per share for three years and options, which expire on
1/1/07, to acquire 200,000 shares of common stock at $1.00 per share, of which
options for 100,000 shares are not exercisable until 1/1/02 and the remainder
are exercisable beginning 1/1/03. In January 2000, the Board of Directors
voted to issue 120,000 shares to Mr. Cappaze in lieu of outstanding salary for
1996 and 1997 of $102,000.
Anthony Colasanti, an officer and director of the Company, also serves as
general legal counsel for the Company. Mr. Colasanti's law firm, Colasanti &
Scott, LLP, was paid approximately $5,000 in 1997,
7
<PAGE>
approximately $10,000 in 1998 and approximately $30,000 in 1999 by the Company
for legal services rendered by his firm to the Company.
Mr. Colasanti also received as an annual retainer for consulting services,
10,000 shares of common stock in May 1997 and 10,000 shares in May 1998. He
received 25,000 shares in May 1999 for legal services in negotiating and
closing a loan for the Company. In December 1999, Mr. Colasanti was granted an
option to purchase 100,000 shares of common stock at $1.50 per share for two
years. In October 1999, Mr. Colasanti was granted warrants to purchase 100,000
shares of common stock at $1.25 per share for two years. Mr. Colasanti signed
an employment agreement as of January 2000, which provides that he receives
warrants for the purchase of 50,000 shares of common stock at $1.00 per share
for three years and options, which expire on 1/1/07, for 100,000 shares of
common stock at $1.00 per share, of which 50% are exercisable commencing
1/1/02, and the remainder beginning 1/1/03. In January 2000, Mr. Colasanti was
also granted warrants for the purchase of 50,000 shares of common stock at
$1.00 per share for two years. These warrants were granted to Mr. Colasanti
for services rendered in raising capital for the Company.
In January 2000, the Board of Directors voted to issue 12,500 shares to Mr.
Colasanti in lieu of outstanding salary. Mr. Colasanti directed the Company to
issue the 12,500 shares to several individuals as gifts from Mr. Colasanti. Of
the 12,500 shares, Mr. Colasanti gave 2,500 shares to each of two of his adult
sons. Neither of these sons live in Mr. Colasanti's household, and none of the
other individuals are related to Mr. Colasanti or reside in his household. Mr.
Colasanti does not beneficially own the 12,500 shares as he does not have or
share voting or investment power with respect to the 12,500 shares.
In January 2000, the Board of Directors voted to issue 120,000 shares to
Francis Matusek, a director and officer of the Company, in lieu of outstanding
compensation of $102,000.
In October 1999, the Company issued an aggregate of 1,250,000 shares to
Michael Lauer, Lancer Offshore, Inc. and The Viator Fund, Ltd., all accredited
investors, for gross proceeds of $1,250,000 or $1.00 per share. Mr. Lauer is
Managing Director of Lancer Offshore Inc. and The Viator Fund, Ltd. The Viator
Fund, Ltd. also received warrants to purchase an aggregate of 750,000 shares
of common stock exercisable at $1.25 per share until December 31, 2002. A
finder's fee was paid to a third company on this portion of the offering in
the amount of $125,000 and warrants to acquire 75,000 shares of common stock
exercisable at $1.25 per share for five years.
In March 2000, the Company issued 125,000 shares to The Viator Fund and
125,000 shares to The Orbitor Fund, also controlled by Mr. Lauer in
consideration of a $100,000 bridge loan to the Company.
Other than the transactions stated herein, none of the directors or
executive officers of the Company, nor any 5% owner of the Company, has been
involved in any transaction with the Company exceeding $60,000 that has
occurred in the last two years.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors is nominating the four current Directors for
reelection. The number of Directors on the Company's Board of Directors has
been established by the Bylaws of the Company as no fewer than one nor more
than twenty-one directors. The Company's Bylaws provide that the Board of
Directors be divided into three groups, A, B and C, each group to be as nearly
equal in number as possible. The terms of office of Directors of group A are
to expire at the first annual meeting of shareholders after their election,
the terms of office of group B are to expire at the second annual meeting
after their election, and the terms of office of group C are to expire at the
third annual meeting after their election. Thereafter, each Director shall
serve for a term ending on the date of the third annual meeting of
shareholders following the annual meeting at which such Director was elected.
The terms of all the current Directors expire at the Meeting. At the Meeting,
Directors will be elected to staggered terms expiring over the next three
years or until their successors are elected and qualify.
8
<PAGE>
Nominees for Election of Directors
The persons named in the enclosed form of Proxy will vote the shares
represented by such Proxy for the election of the four nominees for Director
named below. If, at the time of the Meeting, any of these nominees shall
become unavailable for any reason, which event is not expected to occur, the
persons entitled to vote the Proxy will vote for such substitute nominee or
nominees, if any, as they determine in their sole discretion. If elected,
Anthony Cappaze will hold office in group C for a term of three years, Anthony
T. Colasanti will hold office in group B for a term of two years and Francis
P. Matusek and Gregory J. Hauke will each hold office in group A for a term of
one year, until their successors are duly elected or appointed or until their
earlier death, resignation or removal.
The Board of Directors recommends a vote "FOR" the election of Messrs.
Cappaze, Colasanti, Matusek and Hauke to the Board of Directors. Unless
otherwise specified, the enclosed proxy will be voted "FOR" the election of
the Board of Directors' slate of nominees. Neither Management nor the Board of
Directors of the Company is aware of any reason which would cause any nominee
to be unavailable to serve as a Director. Discretionary authority may be
exercised by the proxy holders named in the enclosed proxy to vote for a
substitute nominee proposed by the Board of Directors if any nominee becomes
unavailable for election. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.
PROPOSAL TWO
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
The Board of Directors of the Company has approved an amendment to the
Company's Certificate of Incorporation to change the name of the Company to
LIGHTHOUSE FAST FERRY, INC.
Background and Discussion of Proposed Amendment:
The Board of Directors believes that the change in corporate name to
"LIGHTHOUSE FAST FERRY, INC." will better reflect the scope of the business of
the Company while allowing members of the general public to continue to
distinctively identify the Company. The primary business of the Company is the
operation of existing fast ferry services and the development of new routes.
If the proposed amendment to the Company's Certificate of Incorporation is
approved by the shareholders of the Company and is not abandoned by the Board
of Directors, such amendment will become effective when a Certificate of
Amendment to the Company's Certificate of Incorporation, as amended, is filed
for record with the Secretary of State of New Jersey.
Vote Required and Recommendation of Board
Proposal Two requires the affirmative vote of a majority of the votes cast
by the holders of shares entitled to vote. The Board of Directors recommends
that shareholders vote "For" the proposed amendment to the Certificate of
Incorporation.
PROPOSAL THREE: AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO AUTHORIZE PREFERRED STOCK AND TO INCREASE THE NUMBER OF
SHARES OF AUTHORIZED COMMON STOCK
The Board of Directors of the Company has approved an amendment to the
Company's Certificate of Incorporation to authorize 10,000,000 shares of
preferred stock and to increase the number of shares of authorized common
stock from 10,000,000 shares to 40,000,000 shares. Further, the Company has
approved an amendment to the Company's Certificate of Incorporation to empower
the Board of Directors to make preferences and designations of stock.
9
<PAGE>
Background and Discussion of Proposed Amendment
The Company's presently authorized capital stock consists of 10,000,000
shares of Common Stock, $0.01 par value per share. It is proposed that the
Certificate of Incorporation of the Company be amended to authorize a total of
10,000,000 shares of preferred stock with a par value of $0.01 per share
("Preferred Stock") and to increase the number of authorized shares of Common
Stock from 10,000,000 shares to 40,000,000 shares. The Preferred Stock could
have preference over the Common Stock with respect to the payment of dividends
and other possible preferences as would be determined by the Board of
Directors of the Company at the time of establishment of a series of Preferred
Stock. The holders of the Company's Common Stock do not have preemptive rights
under the Certificate of Incorporation to acquire any additional securities of
any class or type of the Company.
Also, as permitted by the New Jersey Business Corporation Act, the Company's
Certificate of Incorporation would be amended to empower the Board of
Directors to make divisions of shares into classes and into series within any
class or classes, to determine the designations and the number of shares of
any class or classes, and to determine the relative rights, preferences and
limitations of the shares of any class or series as the Board of Directors
believes is appropriate. Certain series of the Preferred Stock could have
preference over other series of the Preferred Stock and certain series of the
Common Stock could have preference over other series of the Common Stock.
Among the determinations to be made by the Board of Directors for each
issuance of a series of Preferred or Common Stock are:
a. the stated value of shares constituting a series, if different from
the par value;
b. the rate of dividend, the time of payment of dividends, whether
dividends are cumulative, and the date from which any dividend shall
accrue;
c. whether shares may be redeemed and if so, the redemption price and the
terms and conditions of redemption;
d. the amount payable upon shares in the event of involuntary
liquidation;
e. the amount payable upon shares in the event of voluntary liquidation;
f. sinking fund or other provisions, if any, for the redemption or
purchase of shares;
g. the terms and conditions on which shares may be converted, if the
shares of any series are issued with the right of conversion; and
h. voting powers, if any.
Such determination would take into account the circumstances pertinent at
that time and would be made by resolution of the Board of Directors. Such
resolution shall set forth the actions of the Board of Directors and state the
designation and number of shares, and the relative rights, preferences and
limitations of the shares, of each class and series thereby created or with
respect to which it has made a determination or change. Prior to the issuance
of any shares of a class or series with respect to which the Board of
Directors has acted under this proposed amendment, the Company shall file a
Certificate of Amendment to the Company's Certificate of Incorporation setting
forth the relevant Board of Directors' resolution and providing for an
amendment to the Certificate of Incorporation so that the designation and
number of shares of each class and series acted upon in the resolution, and
the relative rights, preferences and limitations of each such class and
series, are as stated in the resolution.
Reasons for Requesting Authorization of Preferred Stock
If approved, the authorization of Preferred Stock will provide for such
stock to be available for issuance from time to time for such purposes and
consideration as the Board of Directors may approve and no further vote of
shareholders of the Company will be required, except as provided under the New
Jersey Business Corporation Act or the rules of any national securities
exchange on which shares of the Company are at the time
10
<PAGE>
listed. The availability of additional shares for issuance, without the delay
and expense of obtaining the approval of shareholders at a special meeting,
will afford the Company greater flexibility in acting upon proposed
transactions.
The Company may be able to strengthen its financial position by obtaining
additional equity investors, in that investors may be willing to invest in the
Company's Preferred Stock when they would not otherwise be willing to invest
in the Company's Common Stock. If the Company issues Preferred Stock to new
investors, this would also increase the Company's net tangible assets due to
an increase in assets for the consideration received for the stock without
increasing liabilities.
The Company would also be able to offer Preferred Stock to the Company's
other lenders and debt holders in exchange for the extinguishment of
outstanding debt. Debt holders that agree to convert their outstanding debt to
equity often require that companies issue preferred stock rather than common
stock in exchange for relinquishing their debt. When debt holders convert
their debt to equity, they often forego a security interest in assets of the
company which have been pledged as security for the debt. With preferred
stock, the debt holders can retain some preferential rights resembling their
former security interest, in that preferred shareholders often have a higher
preference than common shareholders for payment upon liquidation of a company.
In addition, preferred shareholders are sometimes entitled to dividends in
preference to the common shareholders, which debt holders sometime require in
lieu of the interest they were collecting on the debt.
If Proposal Three is approved, the Preferred Stock could be issued at the
discretion of the Board of Directors for any lawful corporate purpose without
further action by the shareholders. The flexibility afforded by the authority
of the Board of Directors to issue shares of Preferred Stock, and to vary
features such as dividend rates and conversion rights thereof to meet the
exigencies of a particular transaction, will allow the Company advantages in
negotiations and flexibility in being able to structure transactions involving
the issuance of such stock.
Anti-Takeover Effects. The authorized but unissued shares of Preferred
Stock for which approval is sought could be used by incumbent management to
make more difficult a change in control of the Company. Under certain
circumstances such shares could be used to create voting impediments or to
frustrate persons seeking to effect a takeover or otherwise gain control of
the Company. For example, such shares could be privately placed with
purchasers who might side with the Board of Directors in opposing a hostile
takeover bid. In addition, the Board of Directors could authorize holders of a
series of Preferred Stock to vote as a class, either separately or with the
holders of Common Stock, upon any proposed merger, sale or exchange of assets
by the Company or any other extraordinary corporate transaction. For
information with respect to the ownership of shares of the Company's voting
stock by directors and officers, see "Security Ownership of Certain Beneficial
Owners and Management" above.
The authorization of Preferred Stock might be considered as having the
effect of discouraging an attempt by another person or entity, through the
acquisition of a substantial number of shares of the Common Stock, to acquire
control of the Company with a view to imposing a merger, sale of all or any
part of the Company's assets or a similar transaction that may not be in the
best interest of all of the shareholders, since the issuance of new shares of
Preferred Stock could be used to dilute the stock ownership of a person or
entity seeking to obtain control of the Company. Additionally, Common Stock
could be issued diluting the ownership interest of a potential acquirer.
Despite such anti-takeover implications, this Proposal is not the result of
management's knowledge of any effort to accumulate the Company's securities or
to obtain control of the Company by means of a merger, tender offer,
solicitation in opposition to management or otherwise.
Dilutive Effects. The issuance of shares of Preferred Stock having
conversion rights might have the effect of diluting the interests of other
shareholders. In addition, it should be anticipated that any shares of
Preferred Stock which may be issued would have dividend and liquidation
preferences which would be superior to those of the Common Stock. Holders of
Common Stock do not have preemptive rights to subscribe to additional
securities which may be issued by the Company.
11
<PAGE>
If Proposal Three is approved, the Preferred Stock could be issued at the
discretion of the Board of Directors for any lawful corporate purpose without
further action by the shareholders. The flexibility afforded by the authority
of the Board of Directors to issue shares of Preferred Stock, and to vary
features such as dividend rates and conversion rights thereof to meet the
exigencies of a particular transaction, will allow the Company advantages in
negotiations and flexibility in being able to structure transactions involving
the issuance of such stock.
Reason for Requesting Increase in Authorized Common Stock
The proposed increase in the authorized Common Stock has been recommended by
the Board of Directors to ensure that an adequate supply of authorized
unissued shares is available for general corporate needs. Due to the fact that
there were shares of Common Stock outstanding on the record date and an
additional 1,115,000 shares of authorized Common Stock will be reserved for
issuance under the 2000 Employee Stock Option Plan if the 2000 Employee Stock
Option Plan is approved, fewer authorized shares of Common Stock will be
available to meet general corporate needs. The additional authorized shares of
Common Stock could be used for such purposes as future stock dividends, stock
splits, raising additional capital for the operations of the Company or
acquiring other businesses. Except as stated herein, there are currently no
plans or arrangements relating to the issuance of any of the additional shares
of Common Stock proposed to be authorized. Such shares would be available for
future issuance without further action by the shareholders, unless required by
the Company's Certificate of Incorporation or Bylaws or by applicable law.
Anti-Takeover Effects. The issuance of additional shares of Common Stock by
the Company may also potentially have an anti-takeover effect by making it
more difficult to obtain stockholder approval of various actions, such as a
merger or removal of management. The increase in authorized shares of Common
Stock has not been proposed for an anti-takeover related purpose and the Board
of Directors and management have no knowledge of any current efforts to obtain
control of the Company or to effect large accumulations of its Common Stock.
Dilutive Effects. The authorization and subsequent issuance of additional
shares of Common Stock may, among other things, have a dilutive effect on
earnings per share and on the equity and voting power of existing holders of
Common Stock. The actual effect on the holders of Common Stock cannot be
ascertained until the shares of Common Stock are issued in the future.
However, such effects might include dilution of the voting power and reduction
of amounts available on liquidation.
Reason for Requesting the Grant of Authority to the Board of Directors
If Proposal Three is approved, designations and preferences could be made at
the discretion of the Board of Directors for any lawful corporate purpose
without further action by the shareholders. The flexibility afforded by the
authority of the Board of Directors to make such designations and preferences,
and to vary features such as dividend rates and conversion rights thereof to
meet the exigencies of a particular transaction, will allow the Company
advantages in negotiations and flexibility in being able to structure
transactions involving the issuance of such stock.
Vote Required and Recommendation of Board
Proposal Three requires the affirmative vote of a majority of the votes cast
by the holders of shares entitled to vote. The Board of Directors recommends
that shareholders vote "For" the proposed amendment to the Certificate of
Incorporation.
PROPOSAL FOUR
ADOPTION OF 2000 EMPLOYEE STOCK OPTION PLAN
On March 10, 2000, the Board of Directors of the Company adopted the 2000
Employee Stock Option Plan (the "Plan"), reserving a maximum of 1,115,000
shares of Common Stock to be issued as "Bonuses" or upon
12
<PAGE>
the exercise of options ("Options"). The Plan includes: (i) options intended
to qualify as "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"); (ii) non-qualified Options
which are not intended to qualify as "Incentive Options;" and (iii) shares
issuable as compensation.
Shareholder approval of the Plan is sought to qualify it under Rule 16b-3 of
the Securities and Exchange Act of 1934, as amended (the "Act"), and thereby
render certain transactions under it exempt from certain provisions of Section
16 of the Act, and to permit the issuance of Options which will qualify as
Incentive Options pursuant to the Code.
The Plan is intended to provide incentives to officers, directors, employees
and other persons, including consultants and advisers, who contribute to the
success of the Company by offering them the opportunity to acquire an
ownership interest in it. The Board of Directors believes that this also will
help to align the interests of the Company's management and employees with the
interests of shareholders. The terms of the Plan concerning the Incentive
Options and Non-Qualified Options are substantially the same except that only
employees of the Company or its subsidiaries are eligible to receive Incentive
Options; employees and other persons are eligible to receive Non-Qualified
Options. The number of shares reserved for issuance under the Plan is a
maximum aggregate so that the number of Incentive Options and/or Non-Qualified
Options that may be granted reduces the number of Bonuses which may be
granted, and vice versa. There is no present intent to issue Options under the
Plan to management.
Administration of the Plan
The Plan is administered by the Committee, which may consist of either (i) a
committee appointed by the Company's Board of Directors, or (ii) if no
Committee has been appointed, the Company's Board of Directors.
In addition to determining who will be granted Options or Bonuses, the
Committee has the authority and discretion to determine when Options and
Bonuses will be granted and the number of Options and Bonuses to be granted.
The Committee also may determine a vesting and/or forfeiture schedule for
Bonuses and/or Options granted, the time or times when each Option becomes
exercisable, the duration of the exercise period for Options and the form or
forms of the agreements, certificates or other instruments evidencing grants
made under the Plan. The Committee may determine the purchase price of the
shares of Common Stock covered by each Option and determine the Fair Market
Value per share. The Committee also may impose additional conditions or
restrictions not inconsistent with the provisions of the Plan. The Committee
may adopt, amend and rescind such rules and regulations as in its opinion may
be advisable for the administration of the Plan.
The Committee also has the power to interpret the Plan and the provisions in
the instruments evidencing grants made under it, and is empowered to make all
other determinations deemed necessary or advisable for the administration of
it.
Eligibility
Participants in the Plan may be selected by the Committee from employees,
officers and directors of, and consultants and advisors to, the Company and
its subsidiary and affiliated companies. The Committee may take into account
the duties of persons selected, their present and potential contributions to
the success of the Company and such other considerations as the Committee
deems relevant to the purposes of the Plan.
The grant of Options or Bonuses under the Plan does not confer any rights
with respect to continuation of employment, and does not interfere with the
right of the recipient or the Company to terminate the recipient's employment,
although a specific grant of Options or Bonuses may provide that termination
of employment or cessation of service as an employee, officer, director, or
consultant may result in forfeiture or cancellation of all or a portion of the
Bonuses or Options.
13
<PAGE>
Adjustment
In the event a change, such as a stock split, is made in the Company's
capitalization which results in an exchange or other adjustment of each share
of Common Stock for or into a greater or lesser number of shares, appropriate
adjustments will be made to unvested Bonuses and in the exercise price and in
the number of shares subject to each outstanding Option. The Committee also
may make provisions for adjusting the number of Bonuses or underlying
outstanding Options in the event the Company effects one or more
reorganizations, recapitalizations, rights offerings, or other increases or
reductions of shares of the Company's outstanding Common Stock. Options and
Bonuses may provide that in the event of the dissolution or liquidation of the
Company, a corporate separation or division or the merger or consolidation of
the Company, the holder may exercise the Option on such terms as it may have
been exercised immediately prior to such dissolution, corporate separation or
division or merger or consolidation; or in the alternative, the Committee may
provide that each Option granted under the Plan shall terminate as of a date
fixed by the Committee.
Other Provisions
The exercise price of any Incentive Option granted under the Plan must be no
less than 100% of the "fair market value" of the Company's Common Stock on the
date of grant. Any Incentive Stock Option granted under the Plan to a person
owning more than 10% of the total combined voting power of the Common Stock
shall be at a price of no less than 110% of the Fair Market Value per share on
the date of grant. The exercise price of any Non-Qualified Option granted
under the Plan must be no less than 80% of the fair market value on the date
of grant.
The exercise price of an Option may be paid in cash, in shares of the
Company's Common Stock or other property having a fair market value equal to
the exercise price of the Option, or in a combination of cash, shares and
property. The Board of Directors shall determine whether or not property other
than cash or Common Stock may be used to purchase the shares underlying an
Option and shall determine the value of the property received.
Income Tax Consequences of the Plan
The Incentive Options issuable under the Plan are structured to qualify for
favorable tax treatment to recipients provided by Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). Pursuant to Section 422 of the
Code, Optionees will not be subject to federal income tax at the time of the
grant or at the time of exercise of an Incentive Option. In addition, provided
that the stock underlying the Option is not sold within two years after the
grant of the Option and is not sold within one year after the exercise of the
Option, then the difference between the exercise price and the sales price
will be treated as long-term capital gain or loss. An Optionee also may be
subject to the alternative minimum tax upon exercise of his Options. The
Company will not be entitled to receive any income tax deductions with respect
to the granting or exercise of Incentive Options or the sale of the Common
Stock underlying the Options. The exercise price of Incentive Options granted
cannot be less than the fair market value of the underlying Common Stock on
the date the Options were granted. In addition, the aggregate fair market
value (determined as of the date an Option is granted) of the Common Stock
underlying the Options granted to a single employee which become exercisable
in any single calendar year may not exceed the maximum permitted by the
Internal Revenue Code for Incentive Options. This amount currently is
$100,000. No Incentive Option may be granted to an employee who, at the time
the Option would be granted, owns more than ten percent of the outstanding
stock of the Company unless the exercise price of the Options granted to the
employee is at least 110 percent of the fair market value of the stock subject
to the Option and the Option is not exercisable more than five years from the
date of grant.
Non-Qualified Options will not qualify for the special tax benefits given to
Incentive Options under Section 422 of the Code. An Optionee does not
recognize any taxable income at the time he or she is granted a Non-Qualified
Option. However, upon exercise of the Option, the Optionee recognizes ordinary
income for federal income tax purposes measured by the excess, if any, of the
then fair market value of the shares over the exercise price. The ordinary
income recognized by the Optionee will be treated as wages and will be subject
to income
14
<PAGE>
tax withholding by the Company. Upon an Optionee's sale of shares acquired
pursuant to the exercise of a Non-Qualified Option, any difference between the
sale price and the fair market value of the shares on the date when the Option
was exercised will be treated as long-term or short-term capital gain or loss.
Upon an Optionee's exercise of a Non-Qualified Option, the Company will be
entitled to a tax deduction in the amount recognized as ordinary income to the
Optionee provided that the Company effects withholding with the respect to the
deemed compensation.
With respect to Bonuses, generally, a grantee will recognize as ordinary
income the fair market value of the Bonuses as of the date of receipt.
Vote Required; Recommendation of the Board of Directors
The affirmative vote of a majority of the shares represented at the Meeting
in person or by proxy and entitled to vote on the matter is required for the
adoption of Proposal Four.
The Board of Directors recommends that shareholders vote "FOR" the adoption
of the Plan, as it provides a means of compensating management of the Company
without utilizing the Company's cash resources. Moreover, the Board of
Directors believes that the Plan will better align the interests of the
Company's employees, officers, directors, consultants and advisors with the
interests of the Company's shareholders by providing for increased share
ownership which will provide an additional incentive for those persons to work
for the success of the Company and to maximize shareholder value. In addition,
the Board of Directors believes that the Plan provides an incentive for those
persons to put forth maximum efforts for the Company's success in order to
maximize the value of the compensation provided to them through the Bonuses
and Options.
ANNUAL REPORT TO SHAREHOLDERS
Included with this Proxy Statement is the Company's 1999 Annual Report on
Form 10-KSB/A No. 2 for the fiscal year ended December 31, 1999.
OTHER MATTERS
Management and the Board of Directors of the Company know of no matters to
be brought before the Meeting other than as set forth herein. However, if any
such other matters properly are presented to the shareholders for action at
the Meeting and any adjournments or postponements thereof, it is the intention
of the proxy holder named in the enclosed proxy to vote in his discretion on
all matters on which the shares represented by such proxy are entitled to
vote.
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives of Weinick Sanders Levanthal & Co., LLP, our independent
public accountants, are not expected to be present at the Meeting.
Representatives of Weinick Sanders Levanthal & Co., LLP will, however, have
the opportunity to make a statement to be read at the Meeting if they desire
to do so and will be available to respond to appropriate questions submitted
to them.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder may desire to present at the 2001 Annual
Meeting of Shareholders must be received in writing by the Secretary of the
Company no later than March 28, 2001.
15
<PAGE>
BY ORDER OF THE BOARD OF DIRECTORS,
Anthony Cappaze,
Chairman of the Board and Chief
Executive Officer
16
<PAGE>
PRELIMINARY COPY
PROXY
LIGHTHOUSE LANDINGS, INC.
195 Fairfield Avenue, Suite 3C
West Caldwell, New Jersey
(973) 228-2901
ANNUAL MEETING OF SHAREHOLDERS -- August 21, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Lighthouse Landings, Inc. hereby constitutes
and appoints Anthony T. Colasanti and Anthony Cappaze, or either of them, as
attorneys and proxies to appear, attend and vote all of the shares of Common
Stock and/or standing in the name of the undersigned at the Annual Meeting of
Shareholders to be held at the Park Avenue Club, 184 Park Avenue, Florham Park,
New Jersey 07932 on Monday, August 21, 2000, at 10:00 a.m. local time, and at
any adjournment or adjournments thereof, upon the following:
Proposal One: To elect the following four persons as directors to hold office
until the next annual meeting of shareholders and until their successors have
been elected and qualified:
<TABLE>
<S> <C> <C> <C>
Anthony Cappaze Group C For [_] Withhold Authority to vote [_]
Anthony Colasanti Group B For [_] Withhold Authority to vote [_]
Francis P. Matusek Group A For [_] Withhold Authority to vote [_]
Gregory J. Hauke Group A For [_] Withhold Authority to vote [_]
</TABLE>
Proposal Two: Approval of an amendment to the Company's Certificate of
Incorporation to change the name of the Company to LIGHTHOUSE FAST FERRY, INC.:
<TABLE>
<C> <S> <C>
For [_] Against [_] Abstain [_]
</TABLE>
Proposal Three: Approval of an amendment to the Company's Certificate of
Incorporation to authorize 10,000,000 shares of $0.01 par value Preferred
Stock, to increase the number of authorized shares of $0.01 par value Common
Stock from 10,000,000 to 40,000,000 shares, and to provide the Board of
Directors with full authority to make divisions of shares into classes and into
series within any class or classes, to determine the designations and the
number of shares of any class or classes, and to determine the relative rights,
preferences and limitations of the shares of any class or series as the Board
of Directors believes is appropriate:
<TABLE>
<C> <S> <C>
For [_] Against [_] Abstain [_]
</TABLE>
<PAGE>
Proposal Four: Approval of the 2000 Employee Stock Option Plan, pursuant to
which 1,115,000 shares of Common Stock are reserved for issuance as bonuses or
upon exercise of stock options which may be granted to employees, officers or
directors of, and consultants and advisers to, the Company:
<TABLE>
<C> <S> <C>
For [_] Against [_] Abstain [_]
</TABLE>
In their discretion, the Proxy is authorized to vote upon such other business
as lawfully may come before the Meeting. The undersigned hereby revokes any
proxies as to said shares heretofore given by the undersigned and ratifies and
confirms all that said proxy lawfully may do by virtue hereof.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED HEREON WITH RESPECT
TO THE ABOVE PROPOSALS, BUT IF NO SPECIFICATION IS MADE THEY WILL BE VOTED FOR
ALL DIRECTOR NOMINEES AND FOR THE OTHER PROPOSALS LISTED ABOVE. UNLESS
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION
OF THE PROXY ON ANY OTHER BUSINESS.
Please mark, date and sign exactly as your name appears hereon, including
designation as executor, Trustee, etc., if applicable, and return the Proxy in
the enclosed postage-paid envelope as promptly as possible. It is important to
return this Proxy properly signed in order to exercise your right to vote if
you do not attend the meeting and vote in person. A corporation must sign in
its name by the President or other authorized officer. All co-owners and each
joint owner must sign.
Date: _____________________
___________________________________________
Signature(s)
Address if different from that on
envelope:
___________________________________________
Street Address
___________________________________________
City, State and Zip Code
Please check if you intend to be present at the meeting: [_]
