<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934
[X] Filed by the Registrant
[_] Filed by a party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only [as permitted by
Exchange ActRule 14(a)-6(e)(2)]
[X] Definitive Proxy Statement
[_] Definitive Additional Material
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
FINE.COM INTERNATIONAL CORP.
-----------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee:
[X] No fee required.
[_] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
[_] 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 (set forth the
amount on which filing fee is calculated and how
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with written 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 number:
(3) Filing party:
(4) Date filed:
<PAGE>
[LOGO OF FINE.COM]
1525 FOURTH AVENUE, SUITE 800
SEATTLE, WASHINGTON 98101
May 13, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of Shareholders
of fine.com International Corp., to be held at 10:00 a.m., local time, on
Thursday, June 11, 1998. The Annual Meeting will be held in the Century Square
Plaza Building, 16th Floor, Room 1625, located at 1501 Fourth Avenue, Seattle,
Washington.
At the Annual Meeting, you will be asked to elect six directors to the
Company's board of directors, to ratify the appointment of the Company's
independent auditors and to take any other action that is properly brought
before the meeting. Information about each of the nominees for election as
director and the Company's independent auditors is included in the
accompanying Proxy Statement. Please give this material your careful
attention.
Effective on April 2, 1998, the Company changed its name from "fine.com
Corporation" to "fine.com International Corp." We believe the Company's new
name more accurately reflects the identity and vision of the corporation. As
you may know, in the past several months, the Company has opened new offices
in Los Angeles, Washington D.C. and just outside of London, England. In
addition, the Company is establishing a presence in Tokyo, Japan through its
joint feasibility study with Mitsui & Co., Ltd., thereby furthering the
Company's international vision. The name change will have no practical effect
on the Company's shareholders, and the Company's common stock will continue to
be listed on The Nasdaq SmallCap Market under the symbol "FDOT."
Whether or not you plan to attend the Annual Meeting, it is important that
your shares be voted. I encourage each of you to complete, sign and date the
accompanying proxy card and return it in the enclosed prepaid envelope. You
may revoke your proxy in the manner described in the accompanying Proxy
Statement at any time before it has been voted at the Annual Meeting. If you
attend the Annual Meeting, you may vote in person even if you have previously
returned your proxy card. Your prompt cooperation will be greatly appreciated.
I personally look forward to greeting as many of our shareholders that can
be attend.
Sincerely,
Daniel M. Fine
Chief Executive Officer
<PAGE>
FINE.COM INTERNATIONAL CORP.
1525 FOURTH AVENUE, SUITE 800
SEATTLE, WASHINGTON 98101
----------------
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, JUNE 11, 1998
To our Shareholders:
The 1998 Annual Meeting of Shareholders of fine.com International Corp., a
Washington corporation (the "Company"), will be held at 10:00 a.m., local
time, on Thursday, June 11, 1998. The Annual Meeting will be held in the
Century Square Plaza Building, 16th Floor, Room 1625, located at 1501 Fourth
Avenue, Seattle, Washington, to consider and vote upon the following
proposals:
1. To elect six directors to the Company's Board of Directors;
2. To ratify the appointment of the Company's independent auditors; and
3. To transact such other business as may properly come before the meeting
or any postponements or adjournments thereof.
The above proposals are more fully described in the Proxy Statement which
follows. Only holders of shares of Common Stock of record at the close of
business on April 21, 1998, are entitled to notice of and to vote at the
Annual Meeting, and any and all adjournments thereof.
By Order of the Board of Directors,
James P. Chamberlin, Secretary
Seattle, Washington
May 13, 1998
IMPORTANT
Whether or not you plan to attend the meeting, we urge you to vote, sign,
date and return the enclosed proxy card as promptly as possible in the
enclosed postage-paid envelope. This will ensure the presence of a quorum
at the meeting. The giving of your proxy does not affect your right to
revoke it later or vote your shares in person at the meeting if you desire
to do so.
<PAGE>
FINE.COM INTERNATIONAL CORP.
1525 FOURTH AVENUE, SUITE 800
SEATTLE, WASHINGTON 98101
----------------
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 11, 1998
----------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board of Directors" or the "Board") of fine.com International Corp., a
Washington corporation (the "Company"), for use at the 1998 Annual Meeting of
Shareholders to be held at 10:00 a.m. Pacific Time on Thursday, June 11, 1998,
or at any continuation or adjournment thereof (the "Annual Meeting"). At the
Annual Meeting, shareholders will be asked to elect directors to the Company's
Board of Directors and to ratify the Company's appointment of its independent
auditors. The Annual Meeting will be held in the Century Square Plaza
Building, 16th Floor, Room 1625, located at 1501 Fourth Avenue, Seattle,
Washington. The Notice of Annual Meeting, this Proxy Statement and proxy card
are first being mailed to shareholders on or about May 13, 1998.
VOTING AND OUTSTANDING SHARES
Holders of record of the Company's Common Stock at the close of business on
April 21, 1998 (the "Record Date") are entitled to notice of and to vote at
this Annual Meeting. At the close of business on the Record Date there were
2,415,935 shares of Common Stock issued and outstanding. Shareholders of
record on such date are entitled to one vote for each share of Common Stock
held on all matters for which such holders are entitled to vote at the Annual
Meeting. All votes will be tabulated by the inspector of elections appointed
for the Annual Meeting, who will separately tabulate affirmative and negative
votes and abstentions.
QUORUM
The holders of a majority of the outstanding shares of Company Common Stock
entitled to vote must be present in person or by proxy at the Annual Meeting
to comprise a quorum. Shares of Common Stock represented by proxies that are
marked "abstain" or that are not marked as to any particular matter will be
counted as shares present for the purpose of determining the existence of a
quorum on all matters. In the event a quorum is not present in person or by
proxy at the Annual Meeting, the Annual Meeting is expected to be adjourned or
postponed. In both the election of directors and ratification of the
independent auditors at the Annual Meeting, abstentions will not be counted
because they are not considered votes cast. Proxies relating to "street name"
shares that are voted by brokers will be counted as shares present for the
purpose of determining the existence of a quorum on all matters, but will not
be treated as shares voted at the Company Annual Meeting as to any proposal as
to which authority to vote is withheld by the broker.
SOLICITATION OF PROXIES
The entire cost of preparing, assembling, printing and mailing the Notice of
Annual Meeting, this Proxy Statement and the form of proxy, and the cost of
soliciting proxies relating to the Annual Meeting, will be borne by the
Company. In addition to use of the mail, proxies may be solicited by officers,
directors and other regular employees of the Company by telephone, facsimile
or personal solicitation, and no additional compensation will be paid to such
persons. In addition, the Company
<PAGE>
intends to employ and pay the fees and expenses of Beacon Hill Partners, Inc.,
a firm engaged in the business of soliciting the return of proxies, at an
approximate cost of $1,750 plus reasonable expenses. The Company will, if
requested, reimburse banks, brokerage houses and other custodians, nominees
and certain fiduciaries for their reasonable expenses incurred in mailing
proxy materials to their principals.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by written notice
to the Secretary of the Company at the Company's address at 1525 Fourth
Avenue, Suite 800, Seattle, Washington 98101 received before June 11, 1998, or
by written notice delivered in person at the Annual Meeting to the Secretary
prior to the commencement of the Annual Meeting. Attendance at the Annual
Meeting will not, by itself, revoke a proxy.
SHAREHOLDER PROPOSALS
Shareholder proposals that are intended to be presented at the Company's
1999 Annual Meeting of Shareholders must be received by the Company not later
than January 13, 1999, in order to be included in the proxy statement and
proxy relating to such meeting. In addition, any proposals to be brought
before the shareholders at such meeting must comply with the procedural
requirements contained in the Company's bylaws.
----------------
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors is presently composed of six directors. Each director
serves a term of one year until the next annual meeting of the shareholders
and the election and qualification of his successor, or until his earlier
death, resignation or removal. Directors are elected by a plurality of the
votes present in person or represented by proxies and entitled to vote at the
Annual Meeting. Unless instructions to the contrary are specified in a
properly signed and returned proxy, the proxies will be voted in favor of the
nominees listed below.
All nominees for election are currently directors of the Company. If any of
the nominees should become unable or unwilling to serve, the proxies will be
voted for the election of such substitute nominee or nominees as the Board of
Directors may propose. Each of such nominees has agreed to serve if elected
and management has no reason to believe that any of such nominees will be
unable to serve.
Set forth below is biographical information for the nominees for election as
director:
<TABLE>
<CAPTION>
NAME AGE POSITION
--------------------------------------------------------------------------
<C> <C> <S>
Chairman of the Board and Chief Executive
Daniel M. Fine.......... 39 Officer
James P. Chamberlin..... 37 Director, Chief Financial Officer, and Chief
Operating Officer
Herbert L. Fine......... 66 Director
Frank Hadam............. 69 Director
Norman W. Lauchner...... 77 Director
Anthony C. Naughtin..... 42 Director
</TABLE>
DANIEL M. FINE founded the Company in 1994 and since its inception has
served as its Chief Executive Officer and Chairman of the Board. From
September 1991 through January 1994, Mr. Fine was a partner in Kobasic Fine
Hadley, an advertising agency, where he also served as vice president of
marketing. Kobasic Fine Hadley was created in 1990, after the merger of
Kobasic Hadley, an advertising agency, with Fine Advertising, an agency
founded by Mr. Fine in 1987. From 1984 to 1986, Mr. Fine was an associate
marketing/media manager with the New York advertising agency of Levine,
2
<PAGE>
Huntley, Schmidt & Beaver. Mr. Fine holds a B.A. from Washington State
University. Mr. Fine is the son of Herbert L. Fine, a Director, and Mr. Fine
is related by marriage to Mr. Hadam, a Director.
JAMES P. CHAMBERLIN joined the Company in July 1995 as Chief Financial
Officer. Mr. Chamberlin has served as a Director of the Company since July
1996 and as Chief Operating Officer since September 1997. From March 1989 to
July 1995, Mr. Chamberlin served as controller of Pinnacle Productions
International, Inc., a video special effects and post production company. From
September 1985 to March 1989, Mr. Chamberlin was on the audit staff of Ernst &
Young LLP in its Seattle, Washington office. Mr. Chamberlin holds a B.A. from
the University of Washington.
HERBERT L. FINE has been a Director of the Company since October 1994. Since
January 1996, Mr. Fine has been a partner of FINE/EDGE, a marketing consulting
firm which has been retained to provide services to Toyota Motor Sales, USA.,
Inc. From March 1991 to December 1995, Mr. Fine served as senior vice
president, chief operating officer and a director of Kogei America, Inc., a
sales promotion company. From 1974 to 1991, Mr. Fine served Dancer-Fitzgerald-
Sample Advertising as vice president and director of promotion services. Mr.
Fine holds a B.A. in Communication Arts from Michigan State University. Mr.
Herbert Fine is the father of Daniel M. Fine.
FRANK HADAM has been a Director of the Company since October 1994. Mr. Hadam
retired in 1991. From 1986 to 1991, Mr. Hadam served as a communications
consultant to Bell Communications Research ("Bellcore"). Prior to that time,
Mr. Hadam served in various capacities at Michigan Bell, AT&T, Bell Labs, and
Bellcore where he worked on the design and implementation of international
private data networks. These analog and digital networks served both large
business customers and the U.S. Government. His experience includes
development and manufacture of electronic switching systems, electronic tandem
networks, private virtual networks, software defined networks, T-1
transmission systems, microwave transmission and fiber optics. Mr. Hadam holds
a B.S. from Lyle University. Mr. Hadam's daughter is married to Daniel M.
Fine.
NORMAN W. LAUCHNER has been a Director of the Company since December 1996.
From November 1994 to January 1998, Mr. Lauchner served as Managing
Director/Pacific region of The Advertising Council, Inc., a non-profit
corporation that is the nation's largest provider of public service
advertising. From 1975 until his retirement in 1985, Mr. Lauchner served as
President of Dancer-Fitzgerald-Sample's Southern California Division. From
1973 to 1975, Mr. Lauchner served as Executive Vice President of Dancer-
Fitzgerald-Sample, Inc. in New York, and from 1973 to 1983 he was a Director
of DFS Holdings, Inc., the agency's parent.
ANTHONY C. NAUGHTIN has been a Director of the Company since December 1996.
Mr. Naughtin founded InterNAP Network Services Corporation, a high performance
Internet/Intranet and IP network services outsourcing company, for which he
has served as president and chief executive officer since May 1996. From May
1995 to May 1996, Mr. Naughtin served as vice president of Commercial Network
Services and a director of ConnectSoft, Inc., a retail software and network
services company. From 1992 to May 1995, Mr. Naughtin served as director of
sales for NorthwestNet, Inc., which was a regional NSFNET/Internet company.
Mr. Naughtin holds a B.A. from the University of Iowa and a J.D. from
Creighton School of Law.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES LISTED
ABOVE.
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
The Board of Directors has an Audit Committee and a Compensation Committee.
There is no standing nominating committee. Messrs. Hadam and Naughtin serve on
the Audit Committee, which reviews the Company's internal controls and
recommends to the Board of Directors the engagement of the Company's
independent accountants, reviews with such accountants plans for and the
results of their examination of the Company's financial statements and
determines the independence of such accountants. Messrs. Naughtin and Lauchner
serve on the Compensation Committee, which reviews the compensation and
bonuses of the Chief Executive Officer and other executive officers of the
Company, and approves the grant of stock options to executive officers of the
Company under its stock option plan.
3
<PAGE>
The Company has agreed with Coleman and Company Securities, Inc., the
representative of the several underwriters in the Company's initial public
offering in August 1997 ("Coleman"), that, for a period of three years from
the closing of the initial public offering, the Company will allow an observer
designated by Coleman and acceptable to the Company to attend all meetings of
the Board of Directors. Such observer has no voting rights, is reimbursed for
out-of-pocket expenses incurred in attending such meetings and receives $1,500
per Board meeting attended.
During the fiscal year ended January 31, 1998 (the "1998 Fiscal Year"), the
Board of Directors met 8 times. Neither the Audit Committee nor the
Compensation Committee met during the 1998 Fiscal Year. All of the directors
attended at least 75% of the total number of meetings of the Board of
Directors.
4
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of April 21, 1998 by: (i) each director and
nominee; (ii) the Company's Chief Executive Officer; (iii) each person who is
known by the Company to beneficially own 5% or more of the outstanding shares
of Common Stock; and (iv) all directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED(1)
------------------
NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF TOTAL
- -------------------------------------------------------------------------------
<S> <C> <C>
Daniel M. Fine(2).......................................... 633,323 26.2%
Frank Hadam(3)............................................. 213,859 8.8
Herbert L. Fine(3)......................................... 211,859 8.8
Mitsui & Co. Ltd.(4)....................................... 132,310 5.5
2-1 Otemachi 1 Chome
Chiyoda Ku
Tokyo, Japan
James P. Chamberlin(5)..................................... 10,676 **
Anthony C. Naughtin(6)..................................... 750 **
Norman W. Lauchner(7)...................................... 10,750 **
All directors and executive officers as a group (six
persons)(8)............................................... 1,081,217 44.5%
</TABLE>
- --------
** Less than 1%
(1) This table is based upon information supplied by executive officers,
directors and principal shareholders. Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, each of the shareholders named in this table has sole voting
and investment power with respect to the shares shown as beneficially
owned by him or her.
(2) Of this amount, 47,499 shares are subject to an option granted by Mr. D.
Fine to principals of Cairncross & Hempelmann, P.S., counsel to the
Company.
(3) Of this amount, 15,834 shares are subject to an option granted by each of
Mr. Hadam and Mr. H. Fine to Cairncross & Hempelmann, P.S., counsel to the
Company. Includes 750 shares of Common Stock subject to outstanding stock
options granted to each of Messrs. Hadam and Fine that are exercisable
within 60 days of April 21, 1998.
(4) Includes 23,801 shares of Common Stock held of record by Digit, Inc., a
wholly-owned subsidiary of Mitsui & Co., Ltd.
(5) Consists of 10,676 shares of Common Stock subject to outstanding stock
options that are exercisable within 60 days of April 21, 1998.
(6) Consists of 750 shares of Common Stock subject to outstanding stock
options held by Mr. Naughtin that are exercisable within 60 days of April
21, 1998.
(7) Consists of 750 shares of Common Stock subject to outstanding stock
options held by Mr. Lauchner that are exercisable within 60 days of April
21, 1998.
(8) Comprised of Messrs. D. Fine, Hadam, H. Fine, Chamberlin, Naughtin and
Lauchner. Includes 13,676 shares of Common Stock subject to outstanding
stock options held by the group that are exercisable within 60 days of
April 21, 1998.
5
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows, for the fiscal years ended January 31, 1998 and
1997, respectively, certain compensation awarded or paid to, or earned by, the
Chief Executive Officer. No officer of the Company earned salary and bonus in
excess of $100,000 in the 1998 Fiscal Year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
------------
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY
-----------------------------------------------------------------------------
<S> <C> <C>
Daniel M. Fine, Chief Executive Officer............ 1998 $86,750
1997 $58,113
</TABLE>
STOCK OPTION GRANTS AND EXERCISES
No stock options were granted to or exercised by the Chief Executive Officer
during the 1998 Fiscal Year.
COMPENSATION OF DIRECTORS
Effective on December 5, 1997, the Company adopted a stock-based
compensation program for the non-employee directors on the Board of Directors
to become effective at the next regular meeting of the Board. Under the plan,
each non-employee director of the Company is granted stock options to purchase
750 shares of Common Stock for each regular and special meeting of the board
attended (but not committee meetings on which such director serves), plus
reasonable expenses incurred in attending such board meetings. The stock
options are immediately exercisable at an exercise price of the greater of
$6.50 or the fair market value of the Common Stock on such meeting date.
EMPLOYMENT AGREEMENTS
Daniel M. Fine and James P. Chamberlin have entered into employment
agreements with the Company. Each agreement is for a term of three years, and
is subject to automatic renewal for successive one year terms unless either
the employee or the Company gives 90 days notice of an intention to not renew
such agreement. In addition, Messrs. Fine and Chamberlin are each party to the
Company's standard assignment of inventions and nondisclosure agreement which
provides that each will endeavor to protect all intellectual property rights
of the Company and will not disclose confidential Company information to
outside parties during the term of their respective employment agreements and
for a period of 18 months thereafter.
Mr. Fine's employment agreement provides for an annual base salary of
$95,000, subject to annual review by the Board of Directors. A discretionary
bonus may be determined by the Board of Directors. Additionally, pursuant to a
non-competition covenant, Mr. Fine has agreed not to compete with the Company
for two years following the termination of his employment.
Mr. Chamberlin's employment agreement provides for an annual base salary of
$90,000, subject to annual review by the Board of Directors. A discretionary
bonus may be determined by the Board of Directors. Additionally, pursuant to a
non-competition covenant, Mr. Chamberlin has agreed not to compete with the
Company for two years following the termination of his employment.
6
<PAGE>
Enforcement of non-competition covenants is a matter of state law. There can
be no assurance that a state court, or any other court of competent
jurisdiction, would enforce the non-competition covenants included
respectively in the employment agreements of either Mr. Fine or Mr.
Chamberlin.
CERTAIN TRANSACTIONS
InterNAP Network Services LLC ("InterNAP"), a company that Anthony C.
Naughtin, a Director of the Company, founded and serves as president and chief
executive officer, has provided the Company with Internet network and Web
server hosting services in the past. For the 1998 Fiscal Year, the Company
paid to InterNAP approximately $64,000 for such services. The Company believes
that such services were provided on terms no less favorable to the Company
then could have been obtained from unaffiliated parties. The Company
anticipates that it will continue to engage InterNAP's services during the
fiscal year ended January 31, 1999.
In October 1997, the Company entered into a joint feasibility study with
Mitsui & Co., Ltd. ("Mitsui"), a Japanese trading company, to consider
establishing a Kabushiki Kaisha company in Japan named "fine.com KK" that
would provide interactive online services to the Japanese market. In addition,
the Company has provided Web services to Mitsui Intermodal Terminal Inc. and
Digit, Inc., affiliates of Mitsui. Mitsui, through its direct and indirect
shareholdings, is a greater than five percent shareholder of the Company. See
"Security Ownership Of Directors, Executive Officers And Certain Beneficial
Owners."
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company believes that, during the 1998 Fiscal Year, all filing
requirements pursuant to Section 16(a) of the Securities Exchange Act of 1934
applicable to its officers, directors and greater than 10% beneficial owners
were complied with, based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required.
----------------
PROPOSAL 2: RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending January 31, 1999, and has
further directed that management submit the selection of the independent
auditors for ratification by the shareholders at the Annual Meeting. Ernst &
Young LLP has audited the Company's financial statements for the prior three
fiscal years. Representatives of Ernst & Young LLP are expected to be present
at the Annual Meeting and will have an opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.
Shareholder ratification of the selection of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Ernst & Young LLP
to the shareholders for ratification as a matter of good corporate practice.
If the shareholders fail to ratify the selection, the Board will reconsider
whether or not to retain that firm. Even if the selection is ratified, the
Board in its discretion may direct the appointment of a different independent
accounting firm at any time during the year if the Board determines that such
a change would be in the best interests of the Company and its shareholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxies and entitled to vote at the meeting will be
required to ratify the selection of Ernst & Young LLP.
----------------
7
<PAGE>
ANNUAL REPORT
A copy of the Company's 1998 Annual Report to Shareholders, including the
Annual Report to the SEC on Form 10-KSB and the financial statements, is
enclosed. Additional copies of the Annual Report may be obtained without
charge by writing to the Secretary of the Company at 1525 Fourth Avenue, Suite
800, Seattle, Washington 98101. The exhibits to the Form 10-KSB are available
upon payment of a nominal charge to cover the Company's cost of copying and
mailing such exhibits.
----------------
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors knows of no
other business that will be presented for consideration at the Annual Meeting.
If other matters are properly brought before the meeting, it is intended that
the shares represented by properly completed and signed proxies will be voted
in accordance with the judgment of the persons voting such proxies.
By Order of the Board of Directors,
James P. Chamberlin
Secretary
May 13, 1998
8
<PAGE>
PROXY FINE.COM INTERNATIONAL CORP. PROXY
1525 FOURTH AVENUE, SUITE 800
SEATTLE, WASHINGTON 98101
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel M. Fine and James P. Chamberlin as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock of fine.com International Corp. held of record by the undersigned on April
21, 1998 at the annual meeting of shareholders to be held on June 11, 1998 and
any adjournment or postponement thereof.
(CONTINUED ON THE OTHER SIDE - IMPORTANT TO MARK, DATE AND SIGN ON THE OTHER
SIDE)
. FOLD AND DETACH HERE .
Shareholders are cordially invited to attend
fine.com International Corp.'s
Annual Meeting of Shareholders
June 11, 1998
at 10:00 a.m.
in the
Century Square Plaza Building
16th Floor, Room 1625
1501 Fourth Avenue
Seattle, Washington 98101
<PAGE>
The Board of Directors recommends a vote "FOR ALL Nominees" in Item 1 and "FOR"
Item 2.
Please mark
your votes [X]
as indicated
1. ELECTION OF DIRECTORS
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
FOR all WITHHOLD
nominees listed below AUTHORITY to
(except as marked to vote for all nominees
the contrary below) listed below
[ ] [ ]
Daniel M. Fine
James P. Chamberlin
Herbert L. Fine
Frank Hadam
Norman W. Lauchner
Anthony C. Naughtin
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP as the Company's
independent public accountants for fiscal year 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
SHARES REPRESENTED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR ALL NOMINEES" IN ITEM 1 AND "FOR" ITEM 2.
I plan to attend the Annual Meeting. [ ]
Dated: , 1998
---------------------------------
----------------------------------------------
Signature
----------------------------------------------
Signature if held jointly
Please sign exactly as name appears on the
mailing label. 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 authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
. FOLD AND DETACH HERE .
