SCHEDULE 14C INFORMATION
Proxy Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[ X ] Filed by the Company
[ ] Filed by a party other than the Company
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 ss. 240.14a-11(c) or ss. 240.14a-12
Global Media Corp.
----------------------------------------------------------------------------
(Name of Company as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number 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 the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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<PAGE>
[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
GLOBAL MEDIA CORP.
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 7, 2000
TO THE SHAREHOLDERS OF GLOBAL MEDIA CORP
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of GLOBAL MEDIA
CORP., a Nevada corporation (the "Company"), will be held at the Grand Weston
Hotel, 433 Robson Street, Vancouver, British Columbia, on April 7, 2000, at
10:00 a.m., Pacific Standard Time, and at any and all adjournments thereof, for
the purpose of considering and acting upon the following Proposals:
Proposal No. 1. ELECTION OF DIRECTORS
Proposal No. 2. RATIFICATION OF SELECTION OF ARTHUR ANDERSEN LLP, CHARTERED
ACCOUNTANTS AS THE COMPANY'S INDEPENDENT AUDITORS.
Proposal No. 3. APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY TO "GLOBALMEDIA.COM".
Proposal No. 4. APPROVAL OF THE GLOBAL MEDIA CORP. 2000 STOCK OPTION PLAN.
This Annual Meeting is called as provided for by Nevada law and the Company's
By-laws.
Only holders of the outstanding Common Stock of the Company of record at the
close of business on February 25, 2000 will be entitled to notice of and to vote
at the Meeting or at any adjournment or adjournments thereof.
All shareholders, whether or not they expect to attend the Annual Meeting of
Shareholders in person, are urged to sign and date the enclosed Proxy and return
it promptly in the enclosed postage-paid envelope which requires no additional
postage if mailed in the United States. The giving of a proxy will not affect
your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
James Porter
SECRETARY
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 7, 2000
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
GLOBAL MEDIA CORP., a Nevada corporation (the "Company"), for use at the
Company's Annual Meeting of Shareholders (the "Meeting") to be held at the Grand
Weston Hotel, 433 Robson Street, Vancouver, British Columbia, on the 7th day of
April, 2000 at 10:00 a.m. Pacific Standard Time, and at any adjournment thereof.
It is anticipated that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's shareholders on or before March 16, 2000.
Any person signing and returning the enclosed Proxy may revoke it at any time
before it is voted by giving written notice of such revocation to the Company,
or by voting in person at the Meeting. The expense of soliciting proxies,
including the cost of preparing, assembling and mailing this proxy material to
shareholders, will be borne by the Company. It is anticipated that solicitations
of proxies for the Meeting will be made only by use of the mails; however, the
Company may use the services of its Directors, Officers and employees to solicit
proxies personally or by telephone without additional salary or compensation to
them. Brokerage houses, custodians, nominees and fiduciaries will be requested
to forward the proxy soliciting materials to the beneficial owners of the
Company's shares held of record by such persons, and the Company will reimburse
such persons for their reasonable out-of-pocket expenses incurred by them in
that connection.
All shares represented by valid proxies will be voted in accordance therewith at
the Meeting. Shares not voting as a result of a proxy marked to abstain will be
counted as part of total shares voting in order to determine whether or not a
quorum has been achieved at the Meeting. Shares registered in the name of a
broker-dealer or similar institution for beneficial owners to whom the
broker-dealer distributed notice of the Annual Meeting and proxy information and
which such beneficial owners have not returned proxies or otherwise instructed
the broker-dealer as to voting of their shares, will be counted as part of the
total shares voting in order to determine whether or not a quorum has been
achieved at the Meeting. Abstaining proxies and broker-dealer non-votes will not
be counted as part of the vote on any business at the Meeting on which the
shareholder has abstained.
The Company's Annual Report to Shareholders for the fiscal year ended July 31,
1999, has been previously mailed or is being mailed simultaneously to the
Company's shareholders, but does not constitute part of these proxy soliciting
materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's Common
Stock with each common share entitled to one vote. Only shareholders of record
at the close of business on February 25, 2000 are entitled to notice of and to
vote at the Meeting or any adjournment thereof. On February 25, 2000 the Company
had 22,291,412 shares of its Common Stock outstanding, each of which is entitled
to one vote on all matters to be voted upon at the Meeting, including the
election of Directors. No fractional shares are presently outstanding. A
majority of the Company's outstanding voting stock represented in person or by
proxy shall constitute a quorum at the Meeting. The affirmative vote of a
majority of the votes cast, providing a quorum is present, is necessary to elect
the Directors. Cumulative voting in the election of Directors is not permitted.
DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES
Our current directors, executive officers and other key employees, and their
ages, as of February 25, 2000 are as follows:
NAME AGE POSITION
- -------- ----- ---------
Michael Metcalfe 43 Chairman of the Board
Robert Fuller (1) 38 Director and Chief Executive Officer
Jeffery Mandelbaum 40 Director and President
Winston V. Barta 29 Director, Vice President of Marketing and
Business Development
L. James Porter 35 Director, Chief Financial Officer, Vice President
of Finance and Administration and Secretary
Jack MacDonald (1)(2) 71 Director
Barr Potter (1)(2) 51 Director
Gary Slaight (2) 49 Director
Paul Sullivan 45 Executive Vice President of Sales and Marketing
Monte Walls-Burris 29 Vice President of Corporate Affairs
(1) Compensation committee member
(2) Audit committee member
<PAGE>
BOARD OF DIRECTORS
Under our articles of incorporation and bylaws, our directors hold office until
the next annual meeting of Global Media's stockholders and until their
successors have been elected and duly qualified, and the board of directors
appoint our executive officers at the first board of directors' meeting after
each annual meeting of stockholders. Executive officers hold office at the
pleasure of the board of directors. Mr. Metcalfe was appointed a director upon
formation of Global Media and each of Mr. Fuller, Mr. Barta, Mr. MacDonald, Mr.
Potter, Mr. Porter, Mr. Slaight and Mr. Mandelbaum was appointed by the board of
directors to fill a vacancy created by an increase in the authorized number of
directors approved by the board of directors. The Company agreed to nominate Mr.
Slaight for election to the Board of Directors pursuant to its December 1999
agreement with Standard Radio, Inc. As long as Standard owns sufficient shares,
the Company will nominate either Mr. Slaight or other mutually acceptable
candidate each time the Board of Directors is elected.
Our directors do not receive cash compensation for their services as directors
or members of committees of the board of directors, if any, but are eligible to
receive stock options under our stock option plans. Director stock option grants
are determined on a case by case basis. SEE " - Benefit Plans" and "Certain
Transactions." We also reimburse directors for their reasonable expenses
incurred in attending meetings of the board of directors.
COMMITTEES: MEETINGS OF THE BOARD
The Company has a Compensation Committee and an Audit Committee. The
Compensation Committee and the Audit Committee were formed in 1999. Messrs.
Fuller, MacDonald and Potter comprise the Compensation Committee and Messrs.
MacDonald, Slaight amd Potter, are the Audit Committee. The Compensation
Committee recommends to the Board the compensation of executive officers and
serves as the Administrative Committee for the Company's Stock Option Plans. The
Audit Committee serves as a liaison between the Board and the Company's auditor.
The Compensation Committee met one time during the fiscal year ended July 31,
1999, and the Audit Committee met one time during the fiscal year ended July 31,
1999.
The Company's Board of Directors held three meetings during the fiscal year
ended July 31, 1999, at which time all the then Directors were present or
consented in writing to the action taken at such meetings. No incumbent Director
attended fewer than 75% of said meetings.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely on a review of Forms 3, 4 and 5, and any amendments, furnished to
Global Media pursuant to Rule 16a-3(e) during fiscal 1999, and on written
representations Global Media's officers, directors, and principal shareholders
("Reporting Persons"), Global Media believes that the Reporting Persons complied
in all material respects in fiscal 1999 with all applicable filing requirements
under Section 16(a) of the Exchange Act.
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for services
in all capacities awarded to, earned by or paid to our President and Chief
Executive Officer during the fiscal year ended July 31, 1999 (collectively, the
"Named Executives"):
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
----------------------- ------------------- ALL OTHER
UNDERLYING SECURITIES COMPENSATION
NAME AND PRINCIPAL
POSITION SALARY ($) BONUS ($) OPTIONS (#) ($)
- ------------------------------------ ----------- ---------- ------------ ---------------
<S> <C> <C> <C> <C>
Michael Metcalfe, President 0 0 700,000 0
Robert Fuller, Chief Executive Officer 0 0 700,000 0
</TABLE>
OPTION GRANTS, OPTION EXERCISES AND OPTION VALUES
The following table sets forth information on grants of stock options or other
similar rights by Global Media during the last fiscal year to the Named
Executives.
<TABLE>
<CAPTION>
# OF SECURITIES % OF TOTAL OPTIONS EXERCISE OR
NAME UNDERLYING OPTIONS GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION
GRANTED FISCAL YEAR ($/SHARE) DATE
- ----------------------- ------------------- ----------------------- ------------ -----------
<S> <C> <C> <C> <C>
Michael Metcalfe 200,000 (1) .50 8/21/00
500,000 4.00 4/23/04
-------------------
Total 700,000 17.4%
Robert Fuller 200,000 (1) .50 8/21/00
500,000 4.00 4/23/04
-------------------
Total 700,000 17.4%
-----------------
</TABLE>
(1) These option grants were made as of August 21, 1998. Prior to that time,
there had been no public market for our common stock and the price at which we
last sold any of our common stock was at $0.50 per share. The options were
granted with an exercise price of $0.50 per share. However, on August 24, 1998,
our common stock began trading on the OTC Bulletin Board and closed that day at
$1.06 per share. As a result of the disparity between the closing price on
August 24, 1998 and the exercise price of the options granted on August 21,
1998, we were required under established accounting principles to recognize
compensation expense totaling $548,800 for the 980,000 options granted to
directors, executive officers and employees.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning exercise of stock options
during the last fiscal year by each Named Executive and the fiscal year-end
value of unexercised options:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END (#) AT FY-END ($)
SHARES ACQUIRED ---------------------- -------------------------
NAME ON EXERCISE (#) VALUE
REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------- ---------------- -------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael Metcalfe 200,000 $700,000 500,000 (1) 0 $1,968,500 0
Robert Fuller 200,000 $700,000 500,000 0 $1,968,500 0
</TABLE>
(1) In February, 2000, Mr. Metcalfe surrendered options to acquire 175,660
shares of common stock previously granted to him under the 1999 Stock Option
Plan. Mr. Metcalfe surrendered the options to provide additional capacity under
the 1999 Stock Option Plan so that the Company could meet is stock option
commitments to Mr. Mandelbaum under its employment agreement with Mr. Mandelbaum
described below.
EMPLOYMENT AGREEMENTS
None of our executive officers have employment agreements with us, except Mr.
Mandelbaum. Mr. Mandelbaum's agreement is dated as of December 17, 1999 and has
a term of two years expiring January 31, 2002. Mr. Mandelbaum is entitled to
receive a base salary of $300,000 per annum for the first year and no less than
that amount for the second year. The employment agreement also provides for a
milestone bonus of $100,000 per year to be paid upon achievement of goals and
milestones as determined by the Board of Directors. Mr. Mandelbaum was also
granted a five year option to acquire up to 350,000 shares of the Company's
common stock exercisable at $8.00 per share under the 1999 Stock Option Plan.
The stock options are 20% vested with the balance vesting in equal installments
at the end of each full quarter of continuous service during the first year of
the agreement term. If Mr. Mandelbaum is terminated without cause during the
first year of the agreement term, all unvested options will fully vest.
If Mr. Mandelbaum is terminated or in the event of his death, the Company will
be required to make severance payments to him or his estate, as the case may be,
equal to his monthly salary for the longer of 90 days or the remaining term of
the agreement.
In addition, as part of his joining the Company, Mr. Mandelbaum will acquire
500,000 shares of common stock from Michael Metcalfe for nominal consideration
and has a right to acquire a second 500,000 shares from Mr. Metcalfe for nominal
consideration upon the first year anniversary of his employment agreement. These
shares are subject to a lock-up period of one year from their respective
purchase dates, during which time the shares will be held in escrow. The shares
are also subject to a right of repurchase if the Company terminates Mr.
Mandelbaum for cause or he terminates his employment voluntarily during the one
year lock-up period.
BENEFIT PLANS
We have three stock option plans which provide for the grant of options to
purchase shares of our common stock to executives, directors, employees,
consultants or advisors. The plans are summarized as follows as of March 1,
2000:
<TABLE>
<CAPTION>
PLAN NAME EFFECTIVE SHARES OPTIONS AVAILABLE OPTIONS
DATE RESERVED ISSUED SHARES EXERCISED
- ---------------- --------------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
1997 Directors and Officers
Stock Option Plan April 8, 1997 500,000 0 500,000 0
1998 Directors and Officers
Stock Option Plan August 21, 1998 1,000,000 1,000,000 0 819,900
1999 Stock Option Plan March 24, 1999 4,000,000 4,000,000 0 116,375
</TABLE>
<PAGE>
Each of the plans expires ten years from its effective date. The plans are
administered by the board of directors who have sole discretion and authority to
determine individuals eligible for awards. The conditions of exercise of each
grant are determined individually by the board at the time of the grant. We
intend to cancel the 1997 stock option plan in the near future.
We have registered the options and shares of common stock issuable under the
1998 and 1999 stock option plans on Form S-8 registration statements. The
options granted under our 1998 stock option plan had an exercise price of $.50
per share. All of these options were fully exercisable from the date of grant.
The options granted under our 1999 stock option plan have exercise prices
ranging from $4.00 to $8.00 per share. As of March 1, 2000, 1,222,291 of these
options are subject to vesting requirements, and 2,661,334 are fully
exercisable.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth (a) the persons known to the Company as
beneficially owning more than five percent (5%) of the outstanding shares of the
Company (22,291,412), (b) the directors and officers and (c) number of shares of
the Company's Common Stock beneficially owned as of February 25, 2000, by
individual directors and executive officers and by all directors and executive
officers of the Company as a group.
Name and Address (1) Amount and Nature % of
of Beneficial Owner of Beneficial Owner(2) Class (2)
- -------------------------------------------------------------------------
Michael Metcalfe 13,924,340 (3) 55.8%
Robert Fuller 2,088,000 (4) 8.4%
Jeffery Mandelbaum 570,000 (10) 2.3%
Winston V. Barta 299,000 (5) 1.2%
Jack MacDonald 7500 (6) *
Barr Potter 125,000 (7) *
L. James Porter 200,000 (8) *
Monte Walls-Burris 283,000 (9) 1.1%
Gary Slaight 0 (11) *
All Officers and 17,496,840 (2) 76.1%
Directors as
a Group(9 persons)
<PAGE>
(1) The address for the listed officers and directors is Global Media Corp.,
400 Robson Street Vancouver, BC V6B 2B4
(2) Shares that a person has the right to acquire within 60 days are treated as
outstanding for determining the amount and percentage of common stock owned
by such person but are not deemed to be outstanding as to any other person
or group.
(3) Includes currently exercisable options to purchase 324,340 shares of common
stock.
(4) Includes (a) currently exercisable options to purchase 500,000 shares of
common stock owned by Mr. Fuller, and (b) 200,000 shares owned by Mr.
Fuller's spouse.
(5) Includes currently exercisable options to purchase 250,000 shares of common
stock.
(6) Includes currently exercisable options to purchase 25,000 shares of common
stock.
(7) Consists of currently exercisable options to purchase 125,000 shares of
common stock.
(8) Consists of 12,500 shares directly owned and currently exercisable options
to purchase 187,500 shares of common stock.
(9) Includes currently exercisable options to purchase 250,000 shares of common
stock.
(10) Includes 500,000 shares to be purchased pursuant to Mr. Mandelbaum's
employment agreement and currently exercisable options to purchase 70,000
sharesof common stock. This does not include the options to purchase
280,000 shares of common stock which are not exercisable until vested in
increments beginning May, 2000 or an additional 500,000 shares to be
purchased upon the first anniversary of Mr. Mandelbaum's employment
agreement.
(11) Does not include options to acquire 125,000 shares of common stock which
are not exercisable until vested in increments beginning March, 2000. Mr.
Slaight also disclaims beneficial ownership in the 338,983 shares held by
Standard Radio, Inc., of which Mr. Slaight is President.
Michael Metcalfe, our Chairman and majority shareholder, is able to control
substantially all matters requiring approval by our stockholders, including the
election of directors, amendments to our articles of incorporation, and mergers
or other business combination transactions. Mr. Metcalfe's substantial equity
stake could also make us a much less attractive acquisition candidate to
potential acquirers, because Mr. Metcalfe alone could have sufficient votes to
prevent the approval or the tax-free treatment of an acquisition.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
STOCK ISSUANCES TO FOUNDER AND OTHER INSIDERS
In connection with our formation and initial capitalization in April 1997, we
offered and sold a total 11,000,000 shares of our common stock at a price of
$0.01 per share per share to various individual investors, including Michael
Metcalfe, our founder, President and Chairman of the Board. Mr. Metcalfe
purchased six million shares for total consideration of $60,000 and Mr. Fuller
purchased 1 million shares for total consideration of $10,000.
In connection with our second round of financing, from June 1997 until November
1997, we offered and sold a total of 890,831 shares of our common stock at a
price of $0.50 per share to various individual and other investors, including
Robert Fuller, our Chief Executive Officer and a director. Mr. Fuller purchased
288,000 shares for total consideration of $144,000.
ACQUISITION OF WESTCOAST FROM FOUNDER
In May 1997, we entered into an agreement with Mr. Metcalfe relating to the
acquisition of Westcoast Wireless Cable, Ltd. At the time, Mr. Metcalfe was the
sole shareholder of Westcoast. Under that agreement, we purchased from Mr.
Metcalfe all of his Westcoast stock in exchange for consideration consisting of
eight million shares of our common stock and cash in the amount of $100,000.
LOANS TO AND FROM AFFILIATES
LOANS FROM BENNETT METCALFE. From October 1998 through December 1999, Bennett
Metcalfe, Michael Metcalfe's father and one of our stockholders, advanced a
total of approximately $263,000 to us. The proceeds of these loans were used for
working capital. These loans had no fixed repayment or interest terms. In
connection with our May 1999 convertible debenture and warrant financing, we
agreed to (a) repay one-half of the principal balance outstanding at May 6, 1999
($221,091), plus $16,445 in accrued interest, by issuing shares of our common
stock at $6.25 per share, which was the average closing bid prices of the Common
Stock on the OTC Bulletin Board for the three consecutive trading days ended
April 30, 1999, and (b) issue a promissory note for the remaining one-half of
the principal balance plus $16,445 in accrued interest, which is to be repaid in
four quarterly installments and which will bear interest at 9% per annum. This
restructuring was completed effective as of July 26, 1999.
LOANS FROM ROBERT FULLER AND AFFILIATES. From November 1998 to March 1999, Mr.
Fuller and companies which his family controls, advanced a total of
approximately $187,000 to us. The proceeds of these loans were used for working
capital. These loans had no fixed repayment or interest terms. In connection
with our convertible debenture and warrant financing, we agreed to (a) repay Mr.
Fuller $8,413 plus approximately $1,352 in interest from the proceeds of the
convertible debenture offering proceeds, (b) repay one-half of the remaining
principal balance outstanding at May 6, 1999 ($132,946), plus $8,413 in accrued
interest, by issuing shares of our common stock at $6.25 per share, which was
the average closing bid prices of the Common Stock on the OTC Bulletin Board for
the three consecutive trading days ended April 30, 1999, and (c) issue a
promissory note for the remaining one-half of the principal balance plus $8,413
in accrued interest, which is to be repaid in four quarterly installments and
which will bear interest at 9% per annum. This restructuring was completed
effective as of July 26, 1999.
<PAGE>
LOANS TO AND FROM MICHAEL METCALFE AND AFFILIATES. When we purchased Westcoast
in April 1997, it had a $71,065 receivable due from a company owned by Michael
Metcalfe, and a $79,269 payable due to Michael Metcalfe. In August 1998, Michael
Metcalfe and Global Media agreed to offset the receivable owed Westcoast by his
affiliated company against the payable which Westcoast owed him.
OPTION GRANTS TO EXECUTIVE OFFICERS AND DIRECTORS
1998 PLAN. We granted 600,000 of the 1,000,000 options granted under our 1998
Plan to our directors and executive officers as follows:
Name Position Options
- ---- -------- -------
Michael Metcalfe Chairman of the Board; President 200,000
Robert Fuller Chief Executive Officer; Director 200,000
Winston V. Barta Vice President of Marketing and
Business Development; Director 100,000
Monte Walls Burris Vice President of Corporate Affairs 100,000
-------
Total 600,000
- ------------------ -------
None of these options were subject to vesting requirements and were fully
exercisable from the date of grant. These option grants were made as of August
21, 1998. Prior to that time, there had been no public market for our common
stock and the price at which we last sold any of our common stock was at $0.50
per share. The options were granted with an exercise price of $0.50 per share.
However, on August 24, 1998, our common stock began trading on the OTC Bulletin
Board and closed that day at $1.06 per share. As a result of the disparity
between the closing price on August 24, 1998 and the exercise price of the
options granted on August 21, 1998, we were required under established
accounting principles to recognize compensation expense totaling $548,800 for
the 980,000 options granted to directors, executive officers and employees. All
options granted to our executives under our 1998 stock option plan have been
exercised.
<PAGE>
1999 PLAN. As of February 25, 2000, 1,975,000 options of the total 4,000,000
options granted under our 1999 Plan were granted to
directors and executive officers as follows. All of these options are fully
vested.
Name Position Options
- ---- -------- -------
Michael Metcalfe Chairman of the Board; 500,000
Robert Fuller Chief Executive Officer; Director 500,000
Jeffrey Mandelbaum Director and President
Winston V. Barta Vice President of Marketing and
Business Development, Director 250,000
L. James Porter Chief Financial Officer, Secretary,
Director 200,000
Monte Walls Burris Vice President of Corporate Affairs 250,000
Jack McDonald Director 25,000
Barr Potter Director 125,000
Gary Slaight Director 125,000
-------
Total 1,975,000
- ------------------ ---------
Each of these option grants, except those to Mr. Slaight, were granted as of
April 23, 1999 at an exercise price of $4.00 per share. During that day, our
common stock traded at $4.00 per share on the OTC Bulletin Board. Consequently,
we are not required to recognize any related compensation expense.
[Issuance of options to Gary Slaight in connection with Standard Radio
transaction.]
AGREEMENT WITH BARR POTTER
In connection with appointing Mr. Potter to our board of directors in May 1999,
we entered into an agreement with him in which we agree to (a) appoint him as an
independent director on our board for a one-year term, (b) grant him 125,000
stock options under our 1999 Plan, (c) to sublease space to him in any Los
Angeles office that we may open in the future, and (d) to obtain Directors and
Officers insurance, for which we are currently in the process of applying.
<PAGE>
PROPOSAL NO. 1. ELECTION OF DIRECTORS
The Articles presently provide that the number of directors of this Company may,
from time to time, be increased or decreased by an amendment to the By-Laws of
the Company. The Board of Directors has fixed the number of Directors to be
elected at eight (8). The Company's Board of Directors recommends the election
of Directors of the eight (8) nominees listed below to hold office until the
next Annual Meeting of Shareholders and until their successors are elected and
qualified or until their earlier death, resignation or removal. The persons
named as "proxies" in the enclosed form of Proxy, who have been designated by
Management, intend to vote for the eight (8) nominees for election as Directors
unless otherwise instructed in such proxy. If at the time of the Meeting, any of
the nominees named below should be unable to serve, which event is not expected
to occur, the discretionary authority provided in the Proxy will be exercised to
vote for the remaining nominees, or for a substitute nominee or nominees, if
any, as shall be designated by the Board of Directors.
NOMINEES
The following table sets forth the name and age of each nominee for Director,
indicating all positions and offices with the Company presently held by him and
when he first as such:
Year
Name Age Position First Director
- ----- --- -------- -------------
Michael Metcalfe 43 Chairman of the Board 1997
and President
Robert Fuller (1) 38 Director and Chief 1997
Executive Officer
Jeffery Mandelbaum 40 Director 2000
Winston V. Barta 29 Director, Vice President of 1997
Marketing and Business Development
L. James Porter (2) 35 Director, Chief Financial Officer, 1999
Vice President of Finance and
Administration and Secretary
Jack MacDonald (1)(2) 71 Director 1998
Barr Potter (1)(2) 51 Director 1999
Gary Slaight 49 Director 1999
<PAGE>
BUSINESS EXPERIENCE OF NOMINEES
- -------------------------------
MICHAEL METCALFE. Mr. Metcalfe is Global Media's founder. Mr. Metcalfe has held
the positions of Chairman of the Board and President since Global Media's
formation in April 1997, and previously held the same positions with Westcoast
Wireless Cable Ltd. since May 1994. Mr. Metcalfe was director of sales and
marketing for Starscan Communications International, Inc., a marketer of
satellite equipment and television programming located in Vancouver, B.C., from
October 1991 to April 1994; and executive director of production for North
American Pictures, Inc., a film production company, located in Vancouver, B.C.,
from January 1985 through June 1991.
JEFFERY MANDELBAUM. Mr. Mandelbaum has been President and a director of Global
Media since February 2000. Mr. Mandelbaum joined Global Media from RealNetworks,
Inc., where he was Vice President of Media Systems Sales. Before joining
RealNetworks in April 1998, Mr. Mandelbaum was Vice President of Worldwide Sales
at Commerce One, a global leader in business-to-business electronic procurement
systems. Prior to Commerce One, Mr. Mandelbaum held a number of positions at
Sybase, most recently as CEO and President of Sybase Financial Services, Inc.
Mr. Mandelbaum is a graduate of the Executive Program in Business Administration
from the Columbia University Graduate School of Business.
ROBERT FULLER. Mr. Fuller has been our Chief Executive Officer and a director
since May 1997. Mr. Fuller has also been the president and a director of
lifestyle Development Ltd., a private fitness center operator located in
Nanaimo, B.C. since September 1991. Prior to joining Global Media, Mr. Fuller
was the president and a director of 375801 BC Ltd., a private operator of a
hotel and pub located in Bamfield, B.C., from June 1994 to May 1997; the
president and a director of Promark Construction Co. Inc., a private real estate
developer located in Nanaimo, B.C., from February 1992 to December 1997; and an
accountant with, and then a manager in, the Entrepreneurial Division of Ernst &
Young, Chartered Accountants in Vancouver, B.C. from May 1983 to September 1989.
Mr. Fuller is a Canadian Chartered Accountant and received a bachelor of
commerce degree from the University of British Columbia in accounting and
management information systems.
WINSTON V. BARTA. Mr. Barta has been our Vice President of Marketing and
Business Development, and a director since September 1997 and was Secretary from
that time until August 1999. Previously, Mr. Barta was a vice president of
marketing for Starnet Communications International, Inc., a publicly traded
Internet company located in Vancouver, B.C., from July 1996 to July 1997, and a
senior account executive at Motion Works Group, a publicly traded consumer
software developer company located in Vancouver, B.C., from June 1995 to April
1996. Mr. Barta has a bachelor of commerce degree in marketing from Concordia
University in Montreal and an MBA in marketing from Simon Fraser University in
Vancouver, B.C.
L. JAMES PORTER. Mr. Porter has been our Chief Financial Officer since April
1999, Assistant Secretary since May 1999, and a director, Vice President of
Finance and Administration and Secretary since August 1999. Since August 1998,
Mr. Porter has served as president of LJ Ventures, a financial consulting firm.
From February 1995 through July 1998, Mr. Porter was a director, chief financial
officer and secretary of Hariston Corporation, a diversified holding company
with offices in Vancouver, B.C., New York, New York and Costa Mesa, California.
From September 1987 through January 1995, Mr. Porter was a senior manager and
held other positions with Arthur Andersen, Chartered Accountants, in Vancouver,
B.C. Mr. Porter has a bachelor of commerce degree in Finance from the University
of British Columbia. He is a Canadian Chartered Accountant, a U.S. Certified
Public Accountant, and a U.S. Chartered Financial Analyst.
<PAGE>
JACK D. MACDONALD. Mr. MacDonald has been director of Global Media since
November 1997 and is chair of its Audit and Compensation committees. Mr.
MacDonald was a director of TKO Resources Inc., a publicly traded mining
exploration company located in Vancouver, B.C., from May 1996 to September 1997,
and was the president, chief executive officer and a director of Salus Resource
Corp., and of its predecessor, Arapaho Mining Corp., a publicly-traded mining
exploration company located in Vancouver, B.C., from May 1990 to October 1996.
BARR POTTER. Mr. Potter has been a director of Global Media since May 1999. Mr.
Potter currently serves as the chairman and chief executive officer of Tripod
Entertainment, Inc., a feature films production and distribution company located
in Los Angeles, California. From April 1994 through March 1999, Mr. Potter was
the chairman and chief executive officer of Largo Entertainment, Inc., a feature
films production and distribution company located in Los Angeles, California and
a subsidiary of JVC Entertainment, Inc. ("JVC Entertainment"). Mr. Potter earned
a bachelor of arts degree in economics from Yale University and a juris doctor
degree from Columbia University School of Law.
GARY SLAIGHT. Mr. Slaight has been a director of Global Media since December
1999. Since 1987, Mr. Slaight has served as the president and chief executive
officer of Standard Broadcasting Inc. and of Standard Radio Inc. Mr. Slaight has
been in broadcast media for over 20 years. He is currently on the board of the
Canadian Association of Broadcasters. Mr. Slaight earned a bachelor of arts
degree in English from the University of Western Ontario.
NUMBER OF SHARES REQUIRED FOR ELECTION OF DIRECTORS
The affirmative vote of the holders of a majority of the shares represented at
the meeting and entitled to vote (11,145,707 shares of 22,291,412 if all shares
outstanding as of February 25, 2000 are represented at the meeting) is required
to elect each Director.
PROPOSAL NO. 2: RATIFICATION OF ARTHUR ANDERSEN LLP, CHARTERED ACCOUNTANTS, AS
AUDITORS OF THE COMPANY'S FINANCIAL STATEMENTS.
The Board of Directors recommends that the shareholders of the Company vote for
the ratification of Arthur Andersen LLP., Chartered Accountants, as independent
auditors to examine the financial statements of the Company for the fiscal year
ending July 31, 2000. A representative of Arthur Andersen LLP will be at the
annual meeting, will have an opportunity to make a statement if the
representative so desires and will be available to respond to appropriate
questions during the meeting. A favorable vote of a majority of those shares
voting, in person or by proxy, is required for confirmation of the selection of
the independent auditors.
<PAGE>
Effective January 26, 2000, Ernst & Young LLP, Chartered Accountants, the
Company's independent accountants, for the period from August 1, 1998 to July
31, 1999 were dismissed. The dismissal of Ernst & Young LLP was approved by the
Company's Board of Directors on January 26, 2000. The Company has engaged Arthur
Anderson LLP as its new auditors on the same date. No consultation regarding
accounting policy or procedures with new auditors occurred prior to their
engagement.
Ernst & Young's report for the period from August 1, 1998 to July 31, 1999 did
not contained an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or accounting principles.
Nor has there been any disagreement with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure or reportable events during the Company's most recent fiscal
year through October 18, 1999 which if not resolved to the satisfaction of Ernst
& Young LLP would have caused them to make reference thereto in their report on
the financial statements for such period.
NUMBER OF SHARES REQUIRED FOR APPROVAL OF PROPOSAL NO. 2
The affirmative vote of the holders of a majority of the shares represented at
the meeting and entitled to vote (11,145,707 shares of 22,291,412 if all shares
outstanding as of February 25, 2000 are represented at the meeting) is required
to approve Proposal No. 2.
PROPOSAL NO. 3: AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO "Globalmedia.com".
The Board of Directors has approved an amendment to Article One of the Articles
of Incorporation as follows:
Article One: The name of the Corporation shall be Globalmedia.com.
The Board of Directors recommends that the shareholders of the Company vote for
the Amendment to the Articles as Board believes the amended name better reflects
the Company business and industry.
NUMBER OF SHARES REQUIRED FOR APPROVAL OF PROPOSAL NO. 3
The affirmative vote of the holders of a majority of the shares represented at
the meeting and entitled to vote (11,145,707 shares of 22,291,412 if all shares
outstanding as of February 25, 2000 are represented at the meeting) is required
approve Proposal No. 3.
PROPOSAL NO. 4. APPROVAL OF THE GLOBAL MEDIA CORP. 2000 STOCK OPTION PLAN
On January 27, 2000, the Company's Board of Directors approved submitting the
Global Media Corp. 2000 Stock Option Plan to the shareholders for approval. The
Board of Directors recommends approval of the Plan. The purpose of the Plan is
to advance the business and development of the Company and its shareholders by
affording to the Eligible Plan Participants the opportunity to acquire a
propriety interest in the Company by the grant of Options to acquire shares of
the Company's common stock.
<PAGE>
The Plan defines "Eligible Plan Participant" shall mean any Director, Executive
Officer, Employee, Consultant or Advisor which has been confirmed by the Board
as eligible to participate under this Plan.
The Options granted are not "Incentive Stock Options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended. The issuance of
such non-qualified options pursuant to this Plan is not expected to be a taxable
event for recipient until such time that the recipient elects to exercise the
option whereupon the recipient is expected to recognize income to the extent the
market price of the shares exceeds the exercise price of the option on the date
of exercise.
The Plan is administered by an Administrative Committee, the majority of which
are independent directors of the Company. Subject to anti-dilution provisions,
the Plan may issue Options to acquire up to 4,000,000 shares to Directors and
Officers. The Company will not receive any consideration for the grant of
options under the Plan and approximate market value of the shares to be reserved
for the plan is $25,950,000 based upon the average thirty day closing price for
the Company's common stock for the period ending January 31, 2000. The exercise
price for Options shall be set by the Administrative Committee but shall not be
for less than the fair market value of the shares on the date the Option is
granted. Fair market value shall mean the average of the closing price for ten
consecutive trading days at which the Stock is listed in the OTC Electronic
Bulletin Board quotation system ending on the day prior to the date an Option is
granted. The period in which Options can be exercised shall be set by the
Administrative Committee not to exceed five years from the date of Grant. Unless
otherwise varied by the Administrative Committee, Options granted to new
executive officers or directors shall vest one year from date of appointment or
election. Shares issuable under options granted to continuing officers or
directors are immediately exercisable and vest upon exercise. The maximum number
of shares subject to Options granted to any on Director of Officer shall not
exceed 200,000 shares in any 12- month period.
The aggregate number of shares within the Plan and the rights under
outstanding Options granted hereunder, both as to the number of shares and
Option price, will be adjusted accordingly in the event of a reverse split in
the outstanding shares of the Common Stock of the Company.
The Board may at any time terminate the plan. The approval of the majority of
shareholders is required to increase the total number of shares subject to the
plan, change the manner of determining the option price or to withdraw the
administration of the plan from the Administrative Committee.
BENEFITS TO DIRECTORS AND OFFICERS
The executive officers and directors of the Company are eligible to participate
in the Plan. The plan gives the Administrative Committee discretion to award
options. As of the date of this Proxy Statement, the Administrative Committee
has not made any grants pursuant to the Plan nor met to establish criteria for
grants to Eligible Plan Participants, either individually or for the executive
officers and non-executive directors as groups. However, it is anticipated that
the following award will be made pursuant to Mr. Sullivan's employment with the
Company in April, 2000.
<PAGE>
Dollar Options
Name Position Value(1) Granted
Paul Sullivan Exec. V-P $0 100,000 (1)
(1) Based upon exercise price of $8.00 and the average closing price of $7.76
for the thirty days ending February 29, 2000.
NUMBER OF SHARES REQUIRED FOR APPROVAL OF PROPOSAL NO. 4
The affirmative vote of the holders of a majority of the shares represented at
the meeting and entitled to vote (11,145,707 shares of 22,291,412 if all shares
outstanding as of February 25, 2000 are represented at the meeting) is required
to approve Proposal No. 4.
REQUEST FOR COPY OF FORM 10KSB
Shareholders may request a copy of the Form 10KSB by writing to the Company's
offices, 400 Robson St., Vancouver, British Columbia V6B 2B4.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be presented at the Company's next Annual
Meeting of Shareholders, including nominations for election as directors must be
received at the offices of the Company, 400 Robson St., Vancouver, British
Columbia V6B 2B4, no later than July 31, 2000.
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF GLOBAL MEDIA CORP.
The undersigned appoints Michael Metcalfe (and Robert Fuller, if Mr. Metcalfe is
unable to serve), as the undersigned's lawful attorney and proxy, with full
power of substitution and appointment, to act for and in the stead of the
undersigned to attend and vote all of the undersigned's shares of the Common
Stock of Global Media Corp., a Nevada corporation, at the Annual Meeting of
Shareholders to be held at the Grand Weston Hotel, 433 Robson Street, Vancouver,
British Columbia, at 10:00 am. Pacific Standard Time, on April 7, 2000, and any
and all adjournments thereof,for the following purposes:
A SHAREHOLDER MAY NOT USE CUMULATIVE VOTING FOR THE NOMINEES FOR DIRECTORS. EACH
DIRECTOR IS ELECTED BY A VOTE OF THE SHAREHOLDERS WITH A MAJORITY OF THE SHARES
VOTING BEING REQUIRED FOR ELECTION. SHAREHOLDERS MAY ALSO WITHHOLD AUTHORITY TO
VOTE FOR A NOMINEE(S) BY DRAWING A LINE THROUGH THE NOMINEE'S NAME(S).
PROPOSAL NO. 1. ELECTION TO THE BOARD OF DIRECTORS
[ ]FOR Management nominees listed below equally among all the
nominees OR VOTED AS FOLLOWS:
Michael Metcalfe _______ Shares Robert Fuller ________ Shares
Winston Barta _______ Shares Jack MacDonald ________ Shares
Barr Potter _______ Shares L. James Porter ________ Shares
Jeffery Mandelbaum _______ Shares Gary Slaight ________ Shares
[ ] AGAINST Management's nominees for the Board of Directors
MANAGEMENT INTENDS TO VOTE SHARES FOR ALL OF THE EIGHT (8) NOMINEES NAMED ABOVE
UNLESS OTHERWISE INSTRUCTED IN THIS PROXY. IF AT THE TIME OF THE MEETING, ANY OF
THE NOMINEES SHOULD BE UNABLE TO SERVE, THE DISCRETIONARY AUTHORITY PROVIDED IN
THE PROXY WILL BE EXERCISED TO VOTE FOR THE REMAINING NOMINEES, OR FOR A
SUBSTITUTE NOMINEE OR NOMINEES, IF ANY, AS SHALL BE DESIGNATED BY THE BOARD OF
DIRECTORS.
PROPOSAL NO. 2. CONFIRMATION OF ARTHUR ANDERSEN LLP AS AUDITORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IF THE SHAREHOLDER DOES NOT INDICATE A PREFERENCE, MANAGEMENT INTENDS TO VOTE
FOR THE PROPOSAL.
PROPOSAL NO. 3. AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO "GLOBALMEDIA.COM".
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IF THE SHAREHOLDER DOES NOT INDICATE A PREFERENCE, MANAGEMENT INTENDS TO VOTE
FOR THE PROPOSAL.
PROPOSAL NO. 4. APPROVAL OF THE GLOBALMEDIA.COM 2000 DIRECTORS AND OFFICERS
STOCK OPTION PLAN
<PAGE>
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IF THE SHAREHOLDER DOES NOT INDICATE A PREFERENCE, MANAGEMENT INTENDS TO VOTE
FOR THE PROPOSAL.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE WITH
THE SHAREHOLDER'S SPECIFICATION ABOVE. THIS PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS FOR WHICH THE SHAREHOLDER HAS NOT INDICATED A
PREFERENCE OR IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
In the Shareholder's discretion the Proxy is authorized to vote on such other
business as may properly be brought before the meeting or any adjournment or
postponement thereof.
The undersigned revokes any proxies heretofore given by the undersigned and
acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement furnished herewith and the Annual Report to Shareholders previously
provided.
Dated: _______________, 2000 _____________________________
-----------------------------
Signature(s) should agree with the name(s) hereon. Executors, administrators,
trustees, guardians and attorneys should indicate when signing. Attorneys should
submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GLOBAL MEDIA
CORP. PLEASE SIGN AND RETURN THIS PROXY TO DENNIS BROVARONE, ATTORNEY AT LAW,
11249 W. 103RD DRIVE, WESTMINSTER, CO 80021. THE GIVING OF A PROXY WILL NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
