SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act
of 1934 (Amendment No. )
[X] Filed by Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
GLOBUS INTERNATIONAL RESOURCES CORP.
(Name of Registrant As Specified in its Charter)
HERMAN ROTH, SECRETARY, GLOBUS INTERNATIONAL RESOURCES CORP.
(Name of Person(s) Filing the Proxy Statement)
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:
N/A
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
N/A
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
N/A
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
N/A
-----------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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 date of its filing.
1) Amount Previously Paid:
N/A
---------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
N/A
---------------------------------------------------------------
3) Filing Party:
N/A
---------------------------------------------------------------
4) Date Filed:
N/A
---------------------------------------------------------------
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JANUARY 16, 2001
TO THE SHAREHOLDERS:
The annual meeting of the shareholders of Globus International
Resources Corp. will be held at Two World Trade Center - Suite 2400, New York,
NY 10048 on January 16, 2001 at 9:00 am for the following purposes:
1. To re-elect or elect new directors
2. To approve the reverse split of all securities, including all stock,
or other stocks that may be issued in the future under Stock Employment
Plans, Warrants and Options previously approved and currently issued
and outstanding.
3. To approve a Stock Option Plan for use during the current fiscal
year.
4. To transact such other business as may be properly come before the
meeting.
Only shareholders of record at the close of business on November 22,
2000 are entitled to notice of, and to vote at, this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Herman Roth, Secretary
New York, N.Y.
December 26, 2000
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign, date and
return the enclosed Proxy at your earliest convenience. This will ensure the
presence of a quorum at the meeting. Promptly signing, dating and returning the
Proxy will save the Company he expenses and extra work of additional
solicitation. An addressed envelope for which no postage is required if mailed
in the United States is enclosed for that purpose. Sending in your Proxy will
not prevent you from voting your stock at the meeting if you desire to do so, as
your Proxy is revocable at your option.
2
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP.
TWO WORLD TRADE CENTER - SUITE 2400
NEW YORK, N.Y. 10048
PROXY STATEMENT AND EXECUTION
FOR MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 16, 2001
This Proxy Statement, which was first mailed to shareholders on or
about December 27, 2000, is furnished in connection with the solicitation of
proxies by the Board of Directors of Globus International Resources Corp (the
"Company"), to be voted upon at the annual meeting of the shareholders of the
Company, which will be held at 9:00 am on January 16, 2001 at the Two World
Trade Center - Suite 2400, New York, N.Y. 10048, for purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. Shareholders who execute
proxies retain the right to revoke them at any time before the shares are voted
by proxy at the meeting. A shareholder may revoke a proxy by delivering a signed
statement to the Secretary of the Company at, or prior to, the annual meeting or
by executing another proxy dates as of a later date.
Shareholders of record at the close of the business on November 22,
2000 will be entitled to vote at the meeting on the basis of one vote for each
share held. On November 22, 2000 there were 9,633,616 shares of common stock
outstanding held by a record of 495 shareholders.
1. PROPOSAL FOR THE ELECTION OF DIRECTORS AND MANAGEMENT.
The following directors of the Company that are also shareholders in
the Company have agreed to be re-elected as Directors of the Company and to
provide these services to the Company for a two (2) year period.
--------------------------------------------------------------------------------
GLOBUS INTERNATIONAL RESOURCES CORPORATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
--------------------------------------------------------------------------------
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL CLASS
OWNERSHIP
--------------------------------------------------------------------------------
Common Stock Serge Pisman - Director 1,416,667 14.66%
2 World Trade Center
New York, NY 10048
--------------------------------------------------------------------------------
Common Stock Herman Roth- Director 1,416,667 14.66%
2 World Trade Center
New York, NY 10048
--------------------------------------------------------------------------------
Common Stock Yury Greene - Chairman 1,416,667 14.66%
2 World Trade Center
New York, NY 10048
--------------------------------------------------------------------------------
Common Stock SkyNet company, Ukraine 500,000 5.20%
and
M-Trade Company, Russia
--------------------------------------------------------------------------------
3
<PAGE>
At the annual meeting the shareholders will be requested to approve the
following Directors to be re-elected to remain as Directors of the Company for a
period of two years commencing January 1, 2001 and ending December 31, 2003.
THE CURRENT BOARD OF DIRECTORS RECOMMENDS AN AFFIRMATIVE VOTE EQUAL TO ONE VOTE
FOR SERGE PISMAN, HERMAN ROTH AND YURY GREENE TO REMAIN AS A DIRECTOR FOR THE
COMPANY AND YURY GREENE TO ACT AS THE CHAIRMAN OF THE BOARD OF DIRECTORS FOR THE
PERIOD OF TWO (2) YEARS.
2. PROPOSAL FOR THE REVERSE SPLIT OF ALL SHARES ISSUED AND OUTSTANDING
THROUGH AN EXCHANGE OF ONE NEW SHARE TO BE ISSUED FROM THE COMPANY'S TREASURY
FOR THREE SHARES ISSUED AND OUTSTANDING
During the past year, our Company had issued a total of 500,000 shares
to two overseas private companies to provide part of the costs to complete the
programming creating business-to business ("B-to-B") software that can be
utilized to market commodities globally. In exchange for this investment our
Company received a non-exclusive license to utilize this specialized B-to-B
software.
The overseas corporations recently sold this specialized B-to-B
software to a new corporation incorporated in the United States to establish a
marketing group to market the software to small businesses located worldwide.
This corporation was incorporated in the state of Nevada under the name
e-GlobusNet Corp., and the software operating through a U.S.-based web site is
entitled e-GlobusNet.com
e-GlobusNet Corp. was partially supported by the officers of our
Company and based on the conclusion of the e-GlobusNet.com to commence
operations, on a worldwide basis, the Company entered into a letter of intent to
acquire e-GlobusNet Corp and to continue the operations of e-GlobusNet Corp as a
wholly owned subsidiary of the Company.
In order to accomplish the acquisition of e-GlobusNet Corp and continue
the operation of the web site e-GlobusNet.com on a world wide basis, our Company
requires to reverse split its currently issued and outstanding shares prior to
completing the acquisition of e-GlobusNet Corp through an exchange of shares
that is conform with the terms of the letter of intent now in place.
Under the terms of the letter of intent, leading to the completion of
the acquisition of E-GlobusNet Corp the Company should maintain a lesser number
of shares currently issued and outstanding in order to place the Company's
securities in a market which is supported by our Company's new B-to-B business
plan on a worldwide basis. The Directors have therefore requested that the total
number of common stock and securities currently issued and underlying options
and warrants need to be decreased through a reverse split.
The Company's Board of Directors had agreed under the current terms of
the letter of intent between the Company and e-GlobusNet Corp to exchange one
(1) share of the Company's common stock for each two (2) shares of e-GlobusNet
Corp. delivered by the shareholders of e-GlobusNet Corp.
The following E-GlobusNet Corp. chart lists each shareholder' name and
the number of shares which are currently issued and outstanding.
4
<PAGE>
You should also notice that the directors have requested that the
Company's shareholders should agree to reduce the number shares of common stock
and other securities currently issued and outstanding by the Company which need
to be decreased through issuing of one new share of common stock for three of
the currently issued and outstanding shares, to be accomplished prior to the
Company completing the acquisition of e-GlobusNet Corp and which is required to
undertake the acquisition of E-GlobusNet Corp.
There are 9,633,616 of the Company's issued and outstanding shares of
common stock (not inclusive of any options and/or warrants issued) as of
September 30, 2000.
At the conclusion of the reverse split providing one(1) new share for
each three (3) shares to be turned into the treasury of the Company, there will
be 3,211,205 issued and outstanding prior to acquiring E-GlobusNet Corp. The
Officers and Directors and shareholders in excess of holding 2.5% of the
Company's issued and outstanding shares shall therefor be adjusted as follows:
--------------------------------------------------------------------------------
GLOBUS INTERNATIONAL RESOURCES CORPORATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT SUBSEQUENT TO REVERSE SPLIT
--------------------------------------------------------------------------------
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL CLASS
OWNERSHIP
--------------------------------------------------------------------------------
Common Stock Serge Pisman - Director 472,222 14.66%
2 World Trade Center
New York, NY 10048
--------------------------------------------------------------------------------
Common Stock Herman Roth - Director 472,222 14.66%
2 World Trade Center
New York, NY 10048
--------------------------------------------------------------------------------
Common Stock Yury Greene - Chairman 472,222 14.66%
2 World Trade Center
New York, NY 10048
--------------------------------------------------------------------------------
Common Stock SkyNet Company, Ukraine 166,666 5.20%
and
M-Trade Company, Russia
--------------------------------------------------------------------------------
The Principals of the Company had earlier provided their services to
SkyNet and M-Trade, both private companies, located in the Ukraine and Russia
and continued their management services and partial expenses for the new U.S.
based corporation. e-GlobusNet Corp., purchased from the Ukrainian-based
companies the B-to-B specialized software originally created by SkyNet and
M-Trade. Upon the incorporation of the new U.S. based corporation, e-GlobusNet
Corp., the following list of shareholders were considered as founders of the
e-GlobusNet Corp.
5
<PAGE>
---------------------------------------------------------------
e-GLOBUSNET CORP.
LIST OF SHAREHOLDERS
---------------------------------------------------------------
NAME AMOUNT OF SHARES
---------------------------------------------------------------
Yury Greene(1) 750,000
---------------------------------------------------------------
Herman Roth(2) 300,000
---------------------------------------------------------------
Serge Pisman(3) 300,000
---------------------------------------------------------------
Arkady Agres 160,000
---------------------------------------------------------------
Victor Krasan 185,000
---------------------------------------------------------------
Sergei Shikharev(4) 450,000
---------------------------------------------------------------
Dan Terzo 140,000
---------------------------------------------------------------
Mark Podnos 100,000
---------------------------------------------------------------
Oleg Semichevsky 200,000
---------------------------------------------------------------
Boris Sikatchev 250,000
---------------------------------------------------------------
Yury Lapchenro 250,000
---------------------------------------------------------------
Yury Leschinsky 100,000
---------------------------------------------------------------
Oksana Fedchenko 120,000
---------------------------------------------------------------
Ludmila Mukhin 150,000
---------------------------------------------------------------
Aleksei Galchin 225,000
---------------------------------------------------------------
Sofia Fetissova 250,000
---------------------------------------------------------------
Yury Bogomolov 300,000
---------------------------------------------------------------
Vladimir Kunitsky 250,000
---------------------------------------------------------------
Vyacheslav Slivkin 250,000
---------------------------------------------------------------
Victor Onilov 120,000
---------------------------------------------------------------
TOTAL: 4,850,000
---------------------------------------------------------------
--------------------
(1) Chief Operating Officer - Treasury and Chairman of the Board of Globus
International Resources Corp.
(2) Secretary and Director of the Board of Globus International Resources Corp.
(3) President and Director of the Board of Globus International Resources Corp.
(4) President of e-GlobusNet Corp., a new US based corporation that has entered
into in agreement with Globus International Resources Corp., to be acquired
through the exchange of one (1) share of Globus International Resources
Corp., for two (2) shares of e-GlobusNet Corp.
6
<PAGE>
Based upon the terms of the letter of intent entered into by the Company and
e-GlobusNet Corp., the shareholders of e-GlobusNet Corp agreed to exchange two
(2) shares each held for one (1) share of the Company. The Company will
therefore issue 2,425,000 new shares issued to e-GlobusNet Corp from the
treasury under Rule 144 of SEC's Security Act of 1933 as amended and the
shareholders shall exchange their shares in e-GlobusNet Corp for the following
shares:
---------------------------------------------------------------
e-GLOBUSNET CORP.
LIST OF SHAREHOLDERS
---------------------------------------------------------------
NAME AMOUNT OF SHARES
---------------------------------------------------------------
Yury Greene 375,000
---------------------------------------------------------------
Herman Roth 150,000
---------------------------------------------------------------
Serge Pisman 150,000
---------------------------------------------------------------
Arkady Agres 80,000
---------------------------------------------------------------
Victor Krasan 92,500
---------------------------------------------------------------
Sergei Shikharev 225,000
---------------------------------------------------------------
Dan Terzo 70,000
---------------------------------------------------------------
Mark Podnos 50,000
---------------------------------------------------------------
Oleg Semichevsky 100,000
---------------------------------------------------------------
Boris Sikatchev 125,000
---------------------------------------------------------------
Yury Lapchenro 125,000
---------------------------------------------------------------
Yury Leschinsky 50,000
---------------------------------------------------------------
Oksana Fedchenko 60,000
---------------------------------------------------------------
Ludmila Mukhin 75,000
---------------------------------------------------------------
Aleksei Galchin 112,500
---------------------------------------------------------------
Sofia Fetissova 125,000
---------------------------------------------------------------
Yury Bogomolov 150,000
---------------------------------------------------------------
Vladimir Kunitsky 125,000
---------------------------------------------------------------
Vyacheslav Slivkin 125,000
---------------------------------------------------------------
Victor Onilov 60,000
---------------------------------------------------------------
TOTAL: 2,425,000
---------------------------------------------------------------
At the conclusion of the reverse split of the Company's shares
resulting in a total of 3,211,205 shares plus 2,425,000 shares to issued in
exchange for the 4,850,000 shares currently issued and outstanding by
e-GlobusNet Corp., the Company will have issued and outstanding a total of
5,636,205 shares of common stock.
This combines transaction therefore reduces the issued and outstanding
shares of common stock from 9, 633616 shares to a total of 5,636,205 shares
issued representing a 41% reduction.
At the conclusion of the reverse split and acquisition of e-GlobusNet
Corp which will continue to operate as a wholly-owned subsidiary of the Company,
the Executives and Directors of the Company will have reduced their shareholders
as follows:
7
<PAGE>
--------------------------------------------------------------------------------
GLOBUS INTERNATIONAL RESOURCES CORPORATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT SUBSEQUENT TO REVERSE SPLIT
--------------------------------------------------------------------------------
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL CLASS
OWNERSHIP
--------------------------------------------------------------------------------
Common Stock Serge Pisman - Director 622,222 11.04%
2 World Trade Center
New York, NY 10048
--------------------------------------------------------------------------------
Common Stock Herman Roth - Director 622,222 11.04%
2 World Trade Center
New York, NY 10048
--------------------------------------------------------------------------------
Common Stock Yury Greene - Chairman 847,222 15.03%
2 World Trade Center
New York, NY 10048
--------------------------------------------------------------------------------
Common Stock SkyNet Company, Ukraine 166,666 2.95%
and
M-Trade Company, Russia
--------------------------------------------------------------------------------
THE CURRENT BOARD OF DIRECTORS RECOMMENDS AN AFFIRMATIVE VOTE FOR THE REVERSE
SPLIT OF THE COMPANY'S SHARES OF COMMON STOCK OUTSTANDING SEPTEMBER 30, 2000
THROUGH ADJUSTING THE TOTAL NUMBER OF COMMON STOCK ISSUED AND OUTSTANDING AND
EXCHANGING AND ADJUSTING THE COMPANY'S RECORDS ISSUING ONE (1) NEW SHARE IN
EXCHANGE FOR EACH THREE (3) SHARES PRESENTLY ISSUED AND OUTSTANDING.
3. PROPOSAL FOR APPROVAL OF A NEW STOCK OPTION PLAN FOR EXECUTIVES,
EMPLOYEES AND CONSULTANTS
General: The purposes of a new Stock Option Plan are to maintain and
attract the best available individuals for positions of substantial
responsibility, to provide additional incentive to such individuals and to
promote the success of Globus International Resources Corp and its newly planned
subsidiary, e-GlobusNet Corp to be acquired, by aligning the financial interests
of executives, employees and consultants providing personal services to the
Company or its subsidiaries and affiliates.
The Board requires that the shareholders agree to a Stock Option Plan
that allows the Board of Directors to issue from its treasury and distribute up
to a maximum of 563,000 shares to be issued at the discretion of the Board of
Directors during the current fiscal year of the Company. Options granted under
this Stock Option Plan may be either "incentive stock options" as defined in
Section 422 of the Internal Revenue Code, or non-statutory stock options. The
Stock Plan will be administrated by the Board of Directors.
8
<PAGE>
The fair market value of common stock at various future dates, it is
not possible to determine the benefits that will be received by officers and
other employees if the Stock Option Plan is approved by shareholders.
THE CURRENT BOARD OF DIRECTORS RECOMMENDS AN AFFIRMATIVE A VOTE FOR THE ADOPTION
OF THE STOCK OPTION PLAN.
SOLICITATION OF PROXIES
The proxy accompanying this Proxy Statement is solicited by the Board
of Directors of the Company. Proxies may be solicited by officers, directors and
executive employees of the Company, none of whom will receive any additional
compensation for their services. Such solicitations may be made personally or by
mail, facsimile, telephone, telegraph, or messenger. All of the costs of
solicitation of proxies will be paid by the Company
Tabulation of the votes cast by proxy or in person at the meeting will
be tabulated by the Secretary of the Company at the conclusion of the meeting on
January 16, 2000.
Dated: December 26, 2000, New York, N.Y.
A COPY OF THE COMPANY'S FORM 10-K REPORT FOR THE FISCAL YEAR 1999 AND 2000
CONTAINING INFORMATION OF OPERATIONS, FILED WITH SECURITIES AND EXCHANGE
COMMISSION, IS HEREBY INCORPORATED INTO THIS PROXY STATEMENT BY REFERENCE AND
ARE AVAILABLE UPON REQUEST. PLEASE CONTACT THE COMPANY AT (212) 839 8000 OR FAX
REQUEST (212) 839 8080.
9
