<PAGE>
Schedule 14a
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
E.COM INTERNATIONAL, INC.
(Name of Registrant as specified in its Charter)
E.COM INTERNATIONAL, INC.
(Name of Person(s) Filing 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:
(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:
(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:
<PAGE>
[LOGO]
May 29, 1998
Dear Shareholder:
It is a pleasure to invite you to your Company's 1998 Annual Meeting of
Shareholders, to be held at the Company's headquarters, 7737 SW Cirrus Drive,
Beaverton, Oregon, on Friday, June 12, 1998 at 10:00 a.m. (Pacific Daylight
Time).
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. During the Annual
Meeting we will also report on the operations of the Company. Directors and
officers of the Company, as well as a representative of KPMG Peat Marwick LLP,
will be present to respond to any questions our shareholders may have.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND, IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE SIGN, DATE, AND MAIL THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID ENVELOPE
IN ORDER TO ENSURE THAT YOUR VOTE IS COUNTED. IF YOU ATTEND THE ANNUAL MEETING,
YOU WILL, OF COURSE, HAVE THE RIGHT TO VOTE YOUR SHARES IN PERSON.
Sincerely,
/s/ William F. Stephens
William F. Stephens
President and Chief Executive Officer
<PAGE>
E.COM INTERNATIONAL, INC.
7737 SW CIRRUS DRIVE
BEAVERTON, OREGON 97008
-----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 29, 1998
-----------------------
The Annual Meeting of the Shareholders of E.Com International, Inc., an
Oregon corporation, will be held at the Company's headquarters, 7737 SW Cirrus
Drive, Beaverton, Oregon, on Friday, June 12, 1998, at 10:00 a.m. (Pacific
Daylight Time) for the following purposes:
1. To elect four (4) directors to serve until the next Annual Meeting of
Shareholders, and until their respective successors are duly elected
and qualified;
2. To ratify the selection of KPMG Peat Marwick LLP as the Company's
independent auditors; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Only shareholders of record at the close of business on May 29, 1998 will
be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof.
By Order of the Board of Directors
/s/ Steven A. Larson
Steven A. Larson,
Secretary
Beaverton, Oregon
May 29, 1998
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO DATE AND
SIGN THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED STAMPED AND ADDRESSED ENVELOPE IN ORDER THAT THE PRESENCE OF A QUORUM
MAY BE ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE
IT LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT THAT YOU SHOULD ATTEND THE
ANNUAL MEETING.
<PAGE>
E.COM INTERNATIONAL, INC.
7737 SW CIRRUS DRIVE
BEAVERTON, OREGON 97008
-----------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, JUNE 12, 1998
-----------------------
This Proxy Statement is furnished by the Board of Directors of E.Com
International, Inc., an Oregon corporation (the "Company" or "E.Com "), to the
holders of common stock, no par value, of the Company (the "Common Stock"), in
connection with the solicitation of proxies by the Board of Directors for use at
the 1998 Annual Meeting of Shareholders of the Company (the "Annual Meeting"),
to be held at 10:00 a.m. (Pacific Daylight Time) on Friday, June 12, 1998, at
the Company's headquarters, 7737 SW Cirrus Drive, Beaverton, Oregon 97008, and
at any adjournment thereof.
REVOCATION OF PROXIES. Shareholders who execute proxies retain the right
to revoke them at any time before they are voted. A proxy may be revoked: (i)
by written notice to the Corporate Secretary of the Company at 7737 SW Cirrus
Drive, Beaverton, Oregon 97008; (ii) by submission of a proxy with a later date;
(iii) by a written request delivered in person to return the executed proxy; or
(iv) by attending the Annual Meeting and voting at the Annual Meeting. A
shareholder's right to revoke his or her proxy is not limited by or subject to
compliance with a specified formal procedure, but written notice should be given
to the Secretary of the Company at or before the Annual Meeting so that the
number of shares represented by proxy can be recomputed.
VOTING OF PROXIES. When proxies are returned properly executed, the shares
represented thereby will be voted, and will be voted in accordance with the
shareholders' directions. Shareholders are urged to specify their choices by
marking the appropriate box on the enclosed proxy card; if no choice has been
specified, the shares will be voted FOR THE ELECTION OF DIRECTORS NOMINATED BY
THE BOARD OF DIRECTORS AND FOR PROPOSAL 2 and, with respect to any other
business that may come before the Annual Meeting, as recommended by the Board of
Directors. A shareholder may vote for, against, or abstain from voting on, any
matter that may properly come before the Annual Meeting.
QUORUM. Shares represented by proxies containing an abstention as to any
matter will be treated as shares that are present and entitled to vote for
purposes of determining a quorum. Similarly, shares held by brokers or nominees
for the accounts of others as to which voting instructions have not been given
("Broker Non-Votes") will be treated as shares that are present and entitled to
vote for purposes of determining a quorum.
EFFECT OF ABSTENTIONS AND BROKER NON-VOTES. Abstentions and Broker
Non-Votes will have no effect in the election of directors or ratification of
the independent accountants.
RECORD DATE. Shareholders of record at the close of business on May 29,
1998 are entitled to vote at the Annual Meeting. At May 29, 1998, the Company
had 2,375,577 shares of Common Stock outstanding. Each share of Common Stock
entitles the holder thereof to one vote.
DISCRETIONARY AUTHORITY. If any nominee for director is unable to serve or
for good cause will not serve, or if any matters not specified in this Proxy
Statement come before the Annual Meeting, eligible shares will be voted as
specified by the named proxies pursuant to discretionary authority granted in
the proxy. At the time this Proxy Statement was printed, management was not
aware of any other matters to be voted on.
SOLICITATION OF PROXIES. Proxies may be solicited by officers, directors
and regular supervisory and executive employees of the Company, none of whom
will receive any additional compensation for their services.
<PAGE>
MAILING AND FORWARDING OF PROXY MATERIALS. This Proxy Statement and the
enclosed proxy card are first being mailed to shareholders on or about May 29,
1998. The Company will also arrange with brokerage firms and other custodians,
nominees and fiduciaries to forward proxy solicitation material to certain
beneficial owners of the Company's common stock and the Company will reimburse
such brokerage firms, custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred by them in connection therewith.
EXECUTIVE OFFICES. The principal executive office of the Company is 7737
SW Cirrus Drive, Beaverton, Oregon 97008. The phone number for the Company is
(503) 671-9900.
PROPOSAL 1.
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of three directors. The Board of
Directors has nominated and recommends for election as director the four
nominees set forth below.
NOMINEES FOR DIRECTOR
The names, ages and positions with the Company of the nominees for director
are listed below.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Steven A. Larson 48 Chairman of the Board, since April 1996, and
Vice President of Corporate Development(1)
Merrill A. ("Tony") 62 Nominee for Director
McPeak
Lawrence C. Neitling 49 Director, since August 1997(2)
William F. Stephens 49 President, Chief Executive Officer and
Director, since April 1996(1)
</TABLE>
- -----------------
(1) Member of Nominating Committee.
(2) Member of Compensation Committee.
STEVEN A. LARSON, age 48, a co-founder of the Company, has been Chairman of
the Board since its formation in April 1996 and Vice President of Corporate
Development since August 1997. From 1987 to the present, Mr. Larson has been
Chairman and Chief Executive Officer of Decision Point Data, Inc., a provider of
software development and data processing services.
MERRILL A. ("TONY") MCPEAK, age 62, has been President of McPeak and
Associates, a consulting firm providing technical and marketing services to the
aerospace industry, since his retirement from the U.S. Air Force in 1994. Mr.
McPeak served in various capacities in the U.S. Air Force beginning in 1957 and
was its Chief of Staff from October 1990 to October 1994. He is a graduate of
San Diego State College, the Armed Forces Staff College and the National War
College and holds masters degrees from George Washington University and the
University of Michigan Graduate School of Business. Mr. McPeak is a director of
several publicly traded companies, including Tektronix and TWA, a board member
of the National Aeronautic Association and International Aerobatics Club and a
member of the Council on Foreign Relations.
LAWRENCE C. NEITLING, age 49, joined the Company as a director in August
1997. Since July 1997, he has been Vice President and General Manager of Grass
Valley Products, a division of Tektronix, Inc., a leading producer of electronic
products for television stations and cable companies. From May 1994 to May
1997, Mr. Neitling was President and Chief Operating Officer of Merix
Corporation, a developer and manufacturer of high performance printed circuit
boards. From 1985 until May 1994, Mr. Neitling held a series of managerial
positions at Tektronix Circuit Board Division which became Merix Corporation in
May 1994. Mr. Neitling is a graduate of Portland State University and serves as
a member of its Engineering Advisory Board.
-2-
<PAGE>
WILLIAM F. STEPHENS, age 49, a co-founder of the Company, has served as its
President and Chief Executive Officer and as a Director since its formation in
April 1996. From October 1995 to April 1996, Mr. Stephens was the President and
Chief Executive Officer of EnBloc, Inc. Mr. Stephens was the founder and from
April 1993 to October 1995 served as the President of Scientific Imaging
Technologies, Inc., a developer of advanced electronic imaging devices and
systems. From December 1990 to April 1993, he was President of Photonics
Marketing Associates. Mr. Stephens holds a B.S. and M.S. in electrical
engineering from Texas Tech University.
COMMITTEES AND DIRECTORS' MEETINGS
The Board of Directors has two standing committees: the Compensation
Committee and the Nominating Committee.
The Company's Compensation Committee was formed in February 1998 and is
currently comprised of Mr. Neitling who is not a current employee of the
Company. The Compensation Committee's function will be to (1) review and set
the compensation of the Company's Chief Executive Officer, (2) review and
approve the Chief Executive Officer's recommendation for compensation of all
other officers of the Company and (iii) adopt and review the Company's
compensation policies and practices. In fiscal year 1998, the Compensation
Committee met two times.
The Company appointed a Nominating Committee in 1998 that consists of
Messrs. Larson and Stephens. The Nominating Committee recommends to the Board
the nominees to the Board of Directors. The Nominating Committee will consider
nominees recommended by shareholders of the Company under policies and
procedures approved by the Board of Directors.
The Board of Directors held five meetings during the Company's preceding
fiscal year. All of the directors attended 75% or more of the aggregate of the
number of meetings of the Board of Directors during their terms and the number
of meetings held by committees of the Board of Directors on which they served.
EXECUTIVE OFFICERS
The names, ages and positions of the executive officers of the Company as
of the date hereof are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
William F. Stephens 49 President, Chief Executive Officer and Director
Jonathan D. Birck 49 Executive Vice President
Steven A. Larson 48 Chairman of the Board and Vice President of
Corporate Development
Thomas J. Sharp, Sr. 46 Senior Vice President of Marketing and Sales
</TABLE>
Officers are elected annually and serve at the discretion of the Board of
Directors. There are no family relationships between or among any directors or
executive officers of the Company. Brief biographies of the Company's executive
officers who are not nominees for director are set forth below:
JONATHAN D. BIRCK joined the Company in November 1997 as Executive Vice
President. From 1984 to the present, Mr. Birck has served as President of
Virtual Corporation, a manufacturer of diagnostic hearing test equipment.
Virtual Corporation ceased production in December 1996. Since that time, Mr.
Birck's role as President of Virtual Corporation has been to assist with the
winding up of the corporation's affairs. From 1981 to 1984, Mr. Birck was
President of Northwest Instrument Systems, Inc., a manufacturer of electronic
test instrumentation. Mr. Birck holds a BSEE degree from Purdue University and
an MSEE degree from Stanford University.
THOMAS J. SHARP, SR. joined the Company in March 1998 as Senior Vice
President of Marketing and Sales. From 1992 to 1998, Mr. Sharp held positions
as Vice President of Marketing and Semiconductor &
-3-
<PAGE>
Microelectronics Industry Manager for Advanced Control Technology, Inc. (ACT), a
computer system integration company located in Albany, Oregon where he played a
key role in merging the private company in 1996 with a publicly-held company,
Topro, Inc. (dba TAVA Technologies). In 1996 Mr. Sharp also co-founded and was
vice president of operations of Virtual Data Systems, Inc. (VDSI), a startup
company specializing in the development of wireless computing products and
application software tools for mobile computing systems. Mr. Sharp holds a BSEE
degree from and did MBA graduate work at the University of Dayton in Ohio.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company entered into several demand notes with a principal balance of
$195,000 as of December 31, 1997 with A&B Partnership and W.B. Armitage Trust,
both affiliated with Barclay Armitage, a principal shareholder, in exchange for
cash advances to provide working capital for the Company. Interest on each note
was payable monthly at an annual rate of 10%. The balance of such notes was
repaid on January 9 and March 19, 1998.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 30, 1998 by (i) each person
known by the Company to own beneficially more than 5% of the Company's
outstanding Common Stock ("Principal Shareholder"); (ii) each of the Company's
directors; (iii) each of the Company's executive officers; and (iv) all
executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(1)
-------------------------------
NAMES AND ADDRESSES NUMBER PERCENT(2)
------------------------------------------ -------------------------------
<S> <C> <C>
Steven A. Larson(3)................................ 378,334 15.7%
7737 SW Cirrus Drive
Beaverton, OR 97008
Paulson Investment Company Inc..................... 290,000 12.2%
811 Front Ave., Suite 200
Portland, OR 97204
Barclay Armitage................................... 123,200 5.2%
Murray Business Center
3601 SW Murray Blvd., Suite 62
Beaverton, OR 97005
William F. Stephens(3)............................. 120,001 5.0%
Jonathan D. Birck(4)............................... 40,000 1.7%
Lawrence C. Neitling............................... 12,500 *
Thomas J. Sharp, Sr................................ -- *
All executive officers and directors as a group
(four persons)(5).................................. 791,535 31.2%
</TABLE>
- -------------------
* less than one percent
(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of an individual to acquire them within 60 days are treated as outstanding
for determining the amount and percentage of Common Stock owned by such
individual. To the Company's knowledge, each person has sole voting and
sole investment power with respect to the shares shown.
(2) Rounded to the nearest 1/10th of one percent, based on 2,375,577 shares of
Common Stock outstanding and assuming no exercise of any warrants or any
outstanding options.
(3) Includes 33,334 shares issuable upon exercise of options exercisable within
60 days after April 30, 1998.
(4) Includes 40,000 shares issuable upon exercise of options exercisable within
60 days after April 30, 1998.
(5) Includes an aggregate of 106,668 shares issuable upon exercise of options
exercisable within 60 days after April 30, 1998.
-4-
<PAGE>
Executive Compensation
The following table sets forth compensation earned during the fiscal years
ended December 31, 1996 and 1997 by the Company's President and Chief Executive
Officer (the "CEO"). No executive officer received total salary and bonus
during 1996 in excess of $100,000. The CEO received total salary and bonus in
the amount of $97,000 during 1997. No other executive officer received total
salary and bonus during 1997 in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
- --------------------------------------------------------------------------------
SECURITIES
NAME AND PRINCIPAL UNDERLYING
POSITION YEAR SALARY ($) BONUS ($) OPTIONS/SARS (#)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William F. Stephens 1997 91,000 6,000 100,000
President and CEO
1996 84,000 -- 50,000
- --------------------------------------------------------------------------------
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning option grants held by
the Company's President and CEO as of December 31, 1997. The Company has not
issued any stock appreciation rights.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (1)
- -------------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE OR
OPTIONS/ GRANTED TO BASE PRICE
SARS EMPLOYEES IN ($/SH) EXPIRATION
NAME GRANTED (#) FISCAL YEAR DATE 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William F. Stephens 50,000 7.5% 3.00 July 26, 2006 79,236 199,713
- -------------------------------------------------------------------------------------------------------------------------
100,000 14.9% 3.50 August 22, 2007 212,250 551,443
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------
(1) Represents amounts that may be realized upon exercise of the options
immediately prior to the expiration of their terms assuming appreciation of
5% and 10% over the option term. The 5% and 10% numbers are calculated
based on rules required by the SEC and do not reflect the Company's
estimate of future stock price growth. The actual value realized may be
greater or less than the potential realizable value set forth.
-5-
<PAGE>
AGGREGATED OPTION EXERCISES AND OPTION VALUES
The following table sets forth information concerning the value of
unexercised options as of December 31, 1997 held by the Company's President and
CEO. No options were exercised by the Company's President and CEO as of
December 31, 1997.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT DECEMBER 31, 1997 (#) AT DECEMBER 31, 1997 ($)(1)
- ------------------------------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William F. Stephens 16,667 133,333 8,334 16,667
- ------------------------------------------------------------------------------------
</TABLE>
- ----------------
(1) Based upon the difference between the fair market value of the securities
underlying the option at December 31, 1997 ($3.50 per share as determined by the
Board of Directors) and the exercise price of the options.
Compensation of Directors
In accordance with the Company's Bylaws, directors may be paid for their
expenses of attendance at each meeting of the Board of Directors and may be paid
a fee for such attendance or a stated salary as director. Currently,
non-employee directors receive 5,000 options per year for their services and for
their participation at Board meetings. All directors are reimbursed for
reasonable travel and other out-of-pocket expenses incurred in attending
meetings of the Board of Directors.
EMPLOYMENT AGREEMENT
The Company entered into an employment agreement with William F. Stephens,
the Company's President and CEO, effective May 1, 1996, whereby Mr. Stephens
receives a monthly base salary and certain benefits. Mr. Stephens' employment
may be terminated by the Company at any time, for any reason upon 30 days
advance written notice. If the Company terminates Mr. Stephens' employment
without cause, Mr. Stephens will receive severance payments for six months. If
his employment is terminated as a result of his death or disability, he will
receive any severance or disability payments to which he may be entitled under
the Company's standard benefit plans then in effect. In July 1996, the
Company's Board of Directors resolved that Mr. Stephens' base salary of $7,000
would increase to $9,000 commencing February 1, 1997. Mr. Stephens voluntarily
suspended this increase until September 1997. In addition, pursuant to an
addendum to the employment agreement dated December 2, 1996, Mr. Stephens was
eligible for a 1997 annual cash performance bonus of $25,000 plus an additional
bonus equal to 2% of that portion of net revenue which exceeded the Company's
expected goal for 1997. The Board gave him a $6,000 bonus, as a result of his
willingness to voluntarily suspend his salary increase. On August 22, 1997, the
Board of Directors authorized a grant to Mr. Stephens of 100,000 incentive stock
options that will vest over three years.
Compensation Committee Report on Executive Compensation*
Since the Company's Compensation Committee was recently formed, and one of
its original members subsequently resigned, leaving Mr. Neitling as the only
member of the Compensation Committee, the Compensation Committee has not to date
established any compensation policies for the Company's executive officers. The
Compensation Committee expects to begin functioning following the Annual Meeting
of Shareholders with the expected appointment to the Committee of Mr. McPeak, if
he is elected as a director by the shareholders.
- ------------------
The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under either the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended (together, the "Acts"),
except to the extent that the Company specifically incorporates such report by
reference; and further, such report shall not otherwise be deemed filed under
the Acts.
-6-
<PAGE>
To date, the Board of Directors has acted as the Compensation Committee.
The Board of Directors strongly believes that compensation of executive officers
should be directly and materially linked to both the operating performance of
the Company and to the interests of shareholders. The Board of Directors
believes that cash bonuses and stock options provide the proper incentives for
linking the performance of the executive officers to the interests of
shareholders. The Board of Directors has used this combination of incentive
compensation and grants of stock options to attract and retain qualified
executives and to ensure that such executives have a continuing stake in the
long-term success of the Company.
The Board of Directors initially approved the salary of Company's chief
executive officer, Mr. Stephens, by approving a written employment contract
dated May 1, 1996. See "Employment Agreement" above. Subsequent changes to Mr.
Stephens' salary and grants of options have been fixed through negotiations
between Mr. Stephens and Mr. Larson, acting as chairman of the Board of
Directors on behalf of the other Directors. Such salary adjustments were
established at a level believed to be comparable to, or slightly less than, Mr.
Stephen's other employment opportunities.
Members of the Board of Directors
Steven A. Larson
William F. Stephens
Lawrence C. Neitling
-7-
<PAGE>
PROPOSAL 2.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors will request that the shareholders ratify its
selection of KPMG Peat Marwick LLP, independent auditors, to examine the
consolidated financial statements of the Company for the calendar year ending
December 31, 1998. KPMG Peat Marwick LLP audited the financial statements of
the Company for the calendar year ended December 31, 1997. Representatives of
KPMG Peat Marwick LLP will be present at the Annual Meeting to make a statement
if they desire to do so and respond to questions by shareholders. The
affirmative vote of a majority of the shares represented at the Annual Meeting
is required for the ratification of the Board's selection of KPMG Peat Marwick
LLP as the Company's independent auditors for the calendar year ending December
31, 1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE SELECTION
OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
PROPOSALS OF SHAREHOLDERS
Shareholder proposals to be presented at the Company's next Annual Meeting
of Shareholders and included in the Company's Proxy Statement relating to such
meeting must be received by the Company at its executive offices a reasonable
time before the solicitation is made. Such proposals should be submitted by
certified mail, return receipt requested.
OTHER BUSINESS
It is not intended by the Board of Directors to bring any other business
before the Annual Meeting, and so far as is known to the Board, no matters are
to be brought before the Annual Meeting except as specified in the notice of the
Annual Meeting. However, as to any other business that may properly come before
the Annual Meeting, it is intended that proxies, in the form enclosed, will be
voted in respect thereof, in accordance with the judgment of the persons voting
such proxies.
E.COM INTERNATIONAL, INC.
By Order of the Board of Directors
/s/ Steven A. Larson
Steven A. Larson
SECRETARY
Beaverton, Oregon
May 29, 1998
-8-
<PAGE>
PROXY
FOR ANNUAL MEETING OF THE SHAREHOLDERS
E.COM INTERNATIONAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William F. Stephens and Steven A. Larson
(collectively, the "Proxies"), and each of them, with full power of
substitution, as proxies to vote the shares which the undersigned is entitled to
vote at the Annual Meeting of the Company to be held at 10:00 a.m. (Pacific
Daylight Time) on Friday, June 12, 1998, at 7737 SW Cirrus Drive, Beaverton,
Oregon, and at any adjournment thereof.
1. FOR Election of directors: / / Steven A. Larson, Lawrence C. Neitling,
Merrill A. McPeak and William F. Stephens.
WITHHOLD AUTHORITY To Vote for the following Directors (write in name):
----------------------------------------------------------------------
2. / / FOR / / AGAINST / / ABSTAIN Proposal to ratify the selection of
KPMG Peat Marwick LLP as the Company's independent auditors for the
calendar year ending December 31, 1998.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly signed will be voted and will be voted in the
manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL DIRECTORS AND FOR PROPOSAL 2.
-----------------------------------
Signature
-----------------------------------
Signature, if held jointly
Dated: , 1998
--------------------
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
-9-
