SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Sec. 240.14a-12
HOME.WEB, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
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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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[ ] Fee paid previously by 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 No.:___________________________
3) Filing Party:_________________________________________________________
4) Date Filed:_____________________________
<PAGE>
HOME.WEB, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 5, 2001
Dear Shareholder:
You are cordially invited to attend the Special Meeting of Shareholders of
Home.Web, Inc. (the "Company"), which will be held on February 5, 2001, at 5:00
p.m. at the Company's corporate offices in Canada located at 20436 Fraser
Highway, Langley, British Columbia, Canada, V3A 4G2, for the following purposes
as more fully described in the Proxy Statement accompanying this Notice:
(1) To adopt the Amended and Restated Articles of Incorporation;
(2) To ratify the selection of BDO Dunwoody as the Company's auditors;
and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on January 8, 2001,
the record date for the meeting, are entitled to receive notice of and to vote
at the Special Meeting or any adjournments thereof.
All of the Company's shareholders are invited to attend the Special
Meeting. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL
MEETING, PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED
ENVELOPE PROVIDED WITH THIS NOTICE OR FAX IT TO (360) 332-8279. NO ADDITIONAL
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU WISH.
By Order of the Board of Directors,
/s/ Bob Jackman
---------------------------------
Robert L. Jackman
President
Blaine, Washington
January [22], 2001
<PAGE>
HOME.WEB, INC.
435 Martin Street, Suite 3000
Blaine, Washington 98320
Tel: (360) 332-1350
Fax: (360) 332-8279
PROXY STATEMENT
DATE, TIME AND PLACE OF SPECIAL MEETING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Home.Web, Inc. (the "Company") for use at
the Special Meeting of Shareholders to be held at the Company's corporate
offices in Canada located at 20436 Fraser Highway, Langley, British Columbia,
Canada, V3A 4G2, on February 5, 2001, at 5:00 p.m., local time, and at any
adjournments thereof, for the purposes set forth herein and in the accompanying
Notice. The record date for the meeting is the close of business on January 8,
2001. All holders of record of the Company's common stock on the record date
are entitled to notice of the meeting and to vote at the meeting and any
meetings held upon adjournment of that meeting. The approximate date of mailing
of this Proxy statement and the accompanying proxy is January 22, 2001.
PROXY INFORMATION
A proxy form is enclosed. Whether or not you plan to attend the meeting in
person, please date, sign and return the enclosed proxy card, as promptly as
possible, in the postage prepaid envelope provided to insure that your shares
will be voted at the meeting. You may revoke your proxy at any time prior to
its use by filing with the Secretary of the Company an instrument revoking it or
a duly executed proxy bearing a later date, or by attending the meeting and
voting in person. Unless you instruct otherwise in the proxy, any proxy, if not
revoked, will be voted at the meeting:
(1) To adopt the Amended and Restated Articles of Incorporation;*
(2) To ratify the selection of BDO Dunwoody as the Company's auditors;
and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
________________________
* The overall effect of adopting the Amended and Restated Articles will be
to render more difficult a change in control of the Company by
shareholders, and thus to make difficult the removal of management.
See below, section on Amendment and Restatement of Articles of
Incorporation.
Shareholders have no dissenters' rights with respect to the above proposal
based on Nevada Revised Statutes 92A.380.
RECORD DATE AND VOTING
Record Date. As of January 8, 2001, the record date fixed by the Board
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of Directors, the Company had [32,876,400] shares of common stock issued and
outstanding and approximately [1000] shareholders of record. If the
shareholders of record present in person or represented by their proxies at the
meeting hold not less than 50% of the outstanding shares entitled to vote, a
quorum will exist for the transaction of business at the meeting. Shareholders
of record who abstain from voting, including brokers holding their customers'
shares who cause abstentions to be recorded, are counted as present for quorum
purposes.
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Shareholder List. At least 10 days before the Special Meeting, the officer
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or agent in charge of the stock transfer books for the shares of the corporation
will make a complete list of the shareholders entitled to vote at the Special
Meeting arranged in alphabetical order, with the address and number of shares
held by each shareholder. The list will be kept on file at the principal
offices of the Company and will be subject to inspection by any shareholder at
any time during usual business hours. The list will be present for inspection
at the Special Meeting.
Proxies. Each shareholder entitled to vote at the Special Meeting may vote
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by proxy executed in writing by the shareholder or by his or her duly authorized
attorney-in-fact, but no proxy can be voted or acted upon after six months from
its date, unless the proxy provides for a longer period. The proxy must be
filed with the Secretary of the Company before or at the time of the Special
Meeting.
The following constitute valid means by which a shareholder may authorize
another person to act for him or her as proxy:
(1) A shareholder may execute a writing authorizing another person or
persons to act for him or her as proxy. The proxy may be limited to specific
proposals. Execution may be accomplished by the signing of the writing by the
shareholder or his or her authorized officer, director, employee or agent or by
causing his or her signature to be affixed to the writing by any reasonable
means including, but not limited to, a facsimile signature.
(2) A shareholder may authorize another person or persons to act for him
or her as proxy by transmitting or authorizing the transmission of a telegram,
cablegram or other means of electronic transmission to the person who will be
the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the holder
of the proxy. The transmission must either set forth or be submitted with
information from which it can be determined that it was authorized by the
shareholder.
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other persons representing beneficial owners
of shares for their reasonable out-of-pocket expenses regarding these
solicitations. Proxies may be solicited by certain of the Company's directors,
officers and regular employees, without additional compensation, personally or
by telephone, electronic mail, facsimile or telegram. The Company will pay no
additional compensation to its officers, directors and employees for these
activities.
Date and Time of Opening and Closing of the Polls. The date and time of
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the opening of the polls for the Special Meeting of the Shareholders of the
Company shall be 5:00 p.m. on February 5, 2001. The time of the closing of the
polls for voting shall be announced at the Special Meeting. No ballot, proxies
or votes, nor any revocations or changes to a vote, shall be accepted after the
closing of the polls unless a court of equity, upon application by a
shareholder, determines otherwise.
Vote. Votes cast by proxy or in person at the Special Meeting will be
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tabulated by the Secretary of the Company. The Secretary will also determine
whether or not a quorum is present. Each shareholder of record at the close of
business on the record date, January 8, 2001, is entitled to one vote for each
share then held on each matter submitted to a vote of shareholders. Brokers
holding shares of record for their customers generally are not entitled to vote
on certain matters unless their customers give them specific voting
instructions. If the broker does not receive specific instructions, the broker
will note this on the proxy form or otherwise advise the Company that it lacks
voting authority.
The voting requirements for the proposals to be considered by the
shareholders at the Special Meeting are as follows:
Adoption of Amended and Restated Articles of Incorporation:
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- A shareholder submitting a Proxy may vote for or against adopting the
Amended and Restated Articles of Incorporation and ratifying the
independent auditors or may abstain from voting his or her shares.
Proxies solicited by the Board of Directors will, unless otherwise
directed, be voted to adopt the Amended and Restated Articles of
Incorporation and ratify the independent auditors.
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- IF A SUBMITTED PROXY IS PROPERLY SIGNED BUT UNMARKED IN RESPECT OF THE
ADOPTION OR RATIFICATION OF A PROPOSAL, THE PROXY AGENTS NAMED IN THE
PROXY WILL VOTE ALL THE SHARES REPRESENTED THEREBY FOR THE ADOPTION OR
RATIFICATION OF THE PROPOSAL.
- In accordance with Nevada Revised Statutes and the Company's Bylaws,
the adoption of the Amended and Restated Articles of Incorporation and
ratification of the independent auditors requires a quorum of more
than 50% of the Company's issued and outstanding shares entitled to
vote, and an affirmative vote of more than 50% of the Company's issued
and outstanding shares entitled to vote.
This Proxy Statement is accompanied by the proposed Amended and Restated
Articles of Incorporation (attached hereto as Exhibit A). Shareholders are
encouraged to review the Amended and Restated Articles of Incorporation in
connection with the information contained herein.
INTEREST OF CERTAIN PERSONS IN MATTER TO BE ACTED UPON
The directors and executive officers of the Company do not have any
substantial interest in the matters to be acted upon other than the affect of
certain provisions in the proposed Amended and Restated Articles of Amendment
that entrench them then in their positions and ensure their continued control of
the Company. For further discussion of those provisions, please see the section
of this Proxy statement entitled "Proposal (1): To adopt the Amended and
Restated Articles of Incorporation attached to this Proxy Statement as Appendix
A."
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of January 8, 2001, the record date for the Special Meeting, the
Company had [32,876,400] shares of its common stock issued and outstanding.
Each share of record is entitled to one vote at the Special Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The following table sets forth as of January 8, 2001, certain information
known to the Company regarding the beneficial ownership of the Company's common
stock, and as adjusted to reflect the share ownership for (i) each executive
officer or director of the Company who beneficially owns shares; (ii) each
shareholder known to the Company to beneficially own five percent or more of the
outstanding shares of its common stock; and (iii) all executive officers and
directors as a group. The Company believes that the beneficial owners of the
common stock listed below, based on information furnished by such owners, have
sole investment and voting power with respect to such Shares, subject to
community property laws where applicable. All of the beneficial owners listed
are accessible at 435 Martin Street, Suite 3000, Blaine, Washington, 98230, the
Company's main offices.
<TABLE>
<CAPTION>
NO OF SHARES
NAME AND POSITION BENEFICIALLY OWNED PERCENTAGE OWNED
--------------------------------------------- ------------------ ----------------
<S> <C> <C>
Robert L. Jackman - President, Treasurer and
a Director 1,500,000 4.56%
Dean Branconnier - Vice President and
a Director 1,600,000 4.87%
Chad Burback - Secretary and a Director 1,600,000 4.87%
ALL CURRENT DIRECTORS AND 4,700,000 14.30%
OFFICERS AS A GROUP (3 Persons)
</TABLE>
3
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Change in Control
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On October 16, 2000, the company conducted a voluntary share exchange with
the shareholders of Duro Enzyme Products Inc. ("Duro Enzyme"). The share
exchange resulted in the acquisition of Duro Enzyme by the Company but also in
the issuance of a majority of the shares of the Company to Duro Enzyme
shareholders.
The Company is not aware of any arrangement that would upset the control
mechanisms currently in place. Although it is conceivable that a third party
could attempt a hostile takeover of the Company, the Company has not received
notice of any such effort.
PROPOSAL (1): TO ADOPT THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
ATTACHED TO THIS PROXY STATEMENT AS APPENDIX A.
The Amended and Restated Articles of Incorporation will completely
supersede the existing Articles of Incorporation of the Company. On January
8, 2001, the Board of Directors of the Company signed resolutions advising the
adoption of the Amended and Restated Articles of Incorporation, called this
Special Meeting and set a record date of January 8, 2001, for the meeting.
The following is a summary comparison of the major changes to the current
Articles of Incorporation of the Company. A copy of the proposed Amended and
Restated Articles of Incorporation is attached to this Proxy Statement as
Appendix A. Where relevant, a brief discussion is included explaining the
purpose of the change and its effect on shareholders, both positive and
negative.
THE OVERALL EFFECT OF THE PROPOSAL IS TO MAKE MORE DIFFICULT THE
ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL
SHAREHOLDER, AND THUS TO MAKE MORE DIFFICULT THE REMOVAL OF MANAGEMENT.
<TABLE>
<CAPTION>
PROPOSED AMENDED
CURRENT ARTICLES OF AND RESTATED
SUBJECT MATTER OF CHANGE INCORPORATION ARTICLES OF INCORPORATION
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<S> <C> <C>
1. Name of corporation Article One. Home.Web, Inc. Article I. Duro Enzyme Products Inc.
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</TABLE>
PURPOSE: To align the name of the Company more closely with its core business.
EFFECT: There is no effect on shareholders from the change in the name of the
Company. The name change will facilitate the Company's shift from gourmet and
specialty cheeses to recycling technologies.
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<S> <C> <C>
2. Authorized capital Article Four. 50,000,000 shares of Article II, Section 2.1. 200,000,000
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common stock, par value of $0.001 total authorized shares, consisting of
per share. 160,000,000 shares of common stock
having par value of $0.001 per share
and 40,000,000 shares of preferred
stock having a par value of $0.001 per
share.
</TABLE>
PURPOSE: To enable the Board to establish classes and series of preferred stock
with separate rights and preferences to that of common stock.
EFFECT: Authorizing the preferred stock provides the Board with a mechanism for
establishing a separate class of stock with superior rights to the common stock
of the Company. The issuance of either common or preferred stock may dilute
stock ownership of holders of common stock and thereby reduce their voting power
and reduce their rights to the net assets of the Company upon dissolution.
4
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<CAPTION>
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<S> <C> <C>
3. Rights and preferences of the No authorized preferred stock. Article II, Section 2.2. Board of
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preferred stock Directors granted the authority to
issue preferred stock and to fix and
determine and to amend the voting
powers, designations, preferences,
imitations, restrictions and relative
rights of the shares, including such
matters as dividends, redemption,
liquidation, conversion and voting.
</TABLE>
PURPOSE: To enable the Board to determine the rights, preferences, privileges
and limitations associated with preferred stock without shareholder approval.
EFFECT: This is an anti-takeover measure. The Board has exclusive discretion
to issue preferred stock with rights that may trump those of common stock. The
effect may be to dilute the stock ownership of holders of common stock and
thereby reduce their voting power and reduce their rights to the net assets of
the Company upon dissolution. Blank-check preferred stock can delay or hinder a
change in control of the Board and management.
<TABLE>
<CAPTION>
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<S> <C> <C>
4. Cumulative voting Article VI. Shareholders shall not be Article V. The right to cumulate
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entitled to cumulative voting. votes in the election of directors shall
not exist with respect to shares of
stock of the Company.
</TABLE>
PURPOSE: To prevent the ability of a shareholder voting more than one vote per
share held when electing directors.
EFFECT: With cumulative voting, each holder of stock possessing voting power
would be entitled to as many votes as equal the number of his or her shares of
stock multiplied by the number of directors to be elected. The shareholder
would then be able to cast all of his or her votes for a single director or
multiple directors. Cumulative voting enables a holder of a substantial
minority position entitled to vote to more easily elect a director by voting a
larger number of shares than the shareholder actually holds. Cumulative voting
in the election of directors will not be permitted. Shareholders of the
Company's common stock will be entitled to one vote per share held.
Accordingly, the holders of a majority of the common shares, present in person
or by proxy, will be able to elect all of the Company's directors. This may
have the effect of shifting control over the election of directors to a few
principal shareholders.
<TABLE>
<CAPTION>
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<S> <C> <C>
5. Number of directors Bylaws-Article III, Section 1. The Article VI, Section 6.1. No more than
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number of directors shall be 3 unless 9 nor less than 1.
determined by a vote of a majority of
the Board of Directors.
</TABLE>
PURPOSE: To enable the Board to be comprised of no more than 9 directors.
EFFECT: None.
5
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<TABLE>
<CAPTION>
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<S> <C> <C>
6. Term of office of directors Bylaws - Article III, Section 1. Article VI, Section 6.2. Directors
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Annual election of all directors. shall be divided into three classes,
with each class to be as nearly equal
in number as possible, as specified by
resolution of the Board or, if the
directors in office constitute fewer
than a quorum of the Board, by
affirmative vote of a majority of the
directors in office. Term of office of
directors is as follows:
First Class - expires at first annual
meeting of shareholders.
Second Class - expires at second
annual meeting of shareholders.
Third Class - expires at third
annual meeting of shareholders.
Thereafter, the directors by class shall
hold staggered terms of three years.
</TABLE>
PURPOSE: To set the term of office of each director and to stagger the terms of
the directors to ensure the continuity of the Board and management.
EFFECT: A staggered Board affects every election of directors. The staggered
system of electing directors makes it more difficult for shareholders to change
the majority of directors even when the only reason for the change may be the
performance of the present directors. Changing the majority of directors under
the staggered system requires three separate annual meetings, while under the
current system of electing directors only one annual meeting is necessary to
change all of the of directors. As an anti-takeover measure, the effect is to
prevent insurgent shareholders from immediately seizing control of the Board,
either through stock acquisitions or a proxy contest.
<TABLE>
<CAPTION>
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<S> <C> <C>
7. Removal of directors Bylaws - Article III, Section 10. Any Article VI, Section 6.3. Shareholders
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director may be removed with or may remove one or more directors
without cause at any time by the with or without cause, but only at a
affirmative vote of shareholders special meeting called for the purpose
holding of record in the aggregate at of removing the director(s) if a
least a majority of the outstanding majority of the shares eligible to vote
shares of the Company at a special cast votes in favor of removal.
meeting of the shareholders called for
that purpose, and may be removed for
cause by action of the Board.
</TABLE>
PURPOSE: To place limitations on removal of a director by shareholders.
EFFECT: In combination with the prohibition against shareholders calling a
special meeting, this provision effectively limits the removal of directors to
an annual meeting or Board action. This represents an additional measure to
deter a change in control of the Company.
6
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<TABLE>
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<S> <C> <C>
8. Vacancies on Board of Directors Bylaws - Article III, Section 8. Any Article VI, Section 6.4. The Board
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vacancy in the Board occurring by may fill the vacancy, or, if the
reason of an increase in the number of directors in office constitute fewer
directors, or by reason of the death, than a quorum, they may fill the
resignation, disqualification, removal vacancy by the affirmative vote of a
(unless a vacancy created by the majority of all directors in office. The
removal of a director by shareholders shareholders may fill a vacancy only
shall be filled by the shareholders at if there are no directors in office.
the meeting at which the removal was Bylaws - Section 3.14. A Director
effected) or inability to act of any elected to fill a vacancy shall serve
director, or otherwise, shall be filled only until the next election of
for the unexpired portion of the term Directors by the shareholders.
by a majority vote of the remaining
directors, though less than a quorum,
at any regular meeting or special
meeting of the Board of Directors
called for that purpose.
</TABLE>
PURPOSE: No material change.
EFFECT: Prevents shareholders from selecting directors to fill vacancies on the
Board. This ensures that the Board will maintain control over its membership
and thereby prevent the removal of management.
<TABLE>
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<S> <C> <C>
9. Bylaws Bylaws - Article IX. Affirmative Article VIII. Board has power to
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vote of a majority of shareholders to adopt, amend or repeal the Bylaws of
mend, repeal or make bylaws. The the Company, subject to the power of
Board shall have the power to make, the shareholders to amend or repeal
adopt, alter, amend and repeal bylaws the Bylaws. The shareholders also
except the Board shall have no power have the power to amend or repeal
to change the quorum for meetings of Bylaws of the Company and to adopt
Shareholders or directors or change any new Bylaws.
provisions with respect to the removal
of directors or the filling of vacancies
in the Board
</TABLE>
PURPOSE: No material change.
EFFECT: Provides shareholders with the authority to make, amend or repeal
Bylaws. Shareholders may effect a change in the Bylaws that could impact the
governance of the Company.
<TABLE>
<CAPTION>
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<S> <C> <C>
10. Consent in Lieu of Meeting of Bylaws - Article II, Section 6(d). Article IX, Section 9.1. Any action
--------------------------------- ------------------------
Shareholders Any resolution in writing, signed by required or permitted to be taken at a
all of the shareholders entitled to vote shareholders meeting may be taken
thereon, shall be and constitute action without a meeting, without prior
by such shareholders to the effect notice and without a vote, if a consent
therein expressed. or consents in writing, setting forth
the action taken, are signed by the
holders of outstanding stock having
not less than the minimum number of
votes that would be necessary to
authorize or take the action at a
meeting at which all shares entitled to
vote were present and voted.
</TABLE>
7
<PAGE>
PURPOSE: To enable less than a majority of shareholders to consent to a
proposal without a meeting.
EFFECT: The number of shares necessary to approve a proposal by written consent
is decreased from all voting shares to that number required by law to authorize
a particular action. In most cases to approve an action taken at a shareholders
meeting under Nevada corporations law, a majority of the issued and outstanding
shares must vote for the action. The result is to decrease the power of those
shareholders who hold fewer shares. In cases where less than all of the
shareholders may approve an action by written consent, a few principal
shareholders may approve an action by written consent that other shareholders
oppose.
<TABLE>
<CAPTION>
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<S> <C> <C>
11. Number of votes necessary to Article XII. With respect to any Article IX, Section 9.2. The
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approve actions action to be taken by shareholders of minimum number of shares required
the Company, a vote or concurrence by law to approve the action; pursuant
of the holders of a majority of the to NRS 78.320(1)(b), 51% of the
outstanding shares of the shares shares present at the meeting must
entitled to vote thereon, or of any vote "for" the action.
class or series, shall be required.
</TABLE>
PURPOSE: No material change.
EFFECT: Generally, Nevada corporations law as well as the current Articles of
Incorporation of the Company require the affirmative vote of a majority of the
issued and outstanding common shares to approve an action of the Company by the
shareholders.
<TABLE>
<CAPTION>
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<S> <C> <C>
12. Special meetings Bylaws - Article II, Section 2. Article IX, Section 9.3. Except as
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Special meetings of the shareholders may be authorized by the Board upon
may be called at any time by the issuance of preferred stock, special
Board or by the President, and shall meetings of the shareholders of the
be called by the President or corporation for any purpose may be
Secretary at the written request of the called at any time by the Board and
holders of ten percent of the shares not by any other person(s).
then outstanding and entitled to vote
or as otherwise required under
provisions of the Business
Corporation Act.
</TABLE>
PURPOSE: Limits the authority to call a special meeting to the Board of
Directors as a whole.
EFFECT: This is an anti-takeover measure. The provision ensures that
shareholders will not be authorized to call a special meeting. The effect is to
limit the ability of one or more shareholders from bringing matters before the
shareholders that may be contrary to the objectives of the Board. This
limitation, in conjunction with the provisions on staggered elections of
directors and removal of directors, prevents shareholders from effecting a
change in control.
<TABLE>
<CAPTION>
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<S> <C> <C>
13. Quorum for Meetings of Bylaws - Article II, Section 5. Article IX, Section 9.4. Except as
------------------------------- ------------------------
Shareholders Holders of record of a majority of the required elsewhere in the Articles of
total number of shares of the Incorporation or under law, one-third
Company issued and outstanding and of the votes entitled to be cast on a
entitled to vote constitute a quorum matter by the holders of shares that
for the transaction of any business. are entitled to vote and be counted on
the matter shall constitute a quorum of
such shares at a meeting of
shareholders.
</TABLE>
8
<PAGE>
PURPOSE: To decrease the number of shares necessary to constitute a quorum for
conducting the business of the Company.
EFFECT: The ability to form a quorum and hold a shareholder meeting becomes
easier because a smaller number of voting shares must be present to convene the
meeting.
--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE ADOPTION OF THE AMENDED
AND RESTATED ARTICLES OF INCORPORATION.
PROPOSAL (2): TO RATIFY THE SELECTION OF BDO DUNWOODY AS INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2001.
The Board of Directors of the Company has appointed the firm of BDO
Dunwoody as independent auditor of the Company for the year ending September 30,
2001. A representative of BDO Dunwoody is not expected to be present at the
meeting. There are no existing direct or indirect understandings or agreements
between the Company and BDO Dunwoody that place a limit on current or future
years' audit fees.
The firm of Hawkins Accounting provided services to the Company during the
nine months ended September 30, 2000 and the fiscal years ended December 31,
1999 and 1998 relating principally to the examination of the financial
statements and related reporting which included the annual audit of the
Company's financial statements.
On January 8, 2000, the Company dismissed Hawkins Accounting as its
independent certified public accountant. There have been no adverse opinions,
disclaimers of opinion or qualifications or modifications as to uncertainty,
audit scope or accounting principles regarding the reports of Hawkins Accounting
on the Company's financial statements for the nine months ended September 30,
2000 and the fiscal years ended December 31, 1999 and 1998, or any subsequent
interim period. The Company's Board of Directors approved the change of
accountants. There were no disagreements with Hawkins Accounting on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures leading to their dismissal.
There were no reportable events, in each case, during either of the
Company's two most recent fiscal years or any subsequent interim period.
Simultaneously with the dismissal of its former accountants, the Company
approved and engaged BDO Dunwoody to act as its independent certified public
accountant as successor to Hawkins Accounting. During the Company's two most
recent fiscal years or subsequent interim periods the Company has not consulted
BDO Dunwoody regarding the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements, or any matter that was
the subject of a disagreement or a reportable event.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF BDO
DUNWOODY AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 2001.
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OTHER MATTERS
A copy of the proposed Amended and Restated Articles of Incorporation is
enclosed herewith as Appendix A.
The Board of Directors does not intend to bring any matters before
the Special Meeting other than as stated in this Proxy Statement and is not
aware that any other matters will be presented for action at the Meeting.
Should any other matters be properly presented, the person named in the enclosed
form of Proxy will vote the Proxy with respect thereto in accordance with their
best judgment, pursuant to the discretionary authority granted by the Proxy.
By Order of the Board of Directors,
/s/ Bob Jackman
---------------------------------------
Robert L. Jackman
President
January [22], 2001
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APPENDIX A
1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
DURO ENZYME PRODUCTS INC.
The undersigned hereby adopts as its chartering document these Amended and
Restated Articles of Incorporation.
The name of the corporation is "Duro Enzyme Products Inc."
ARTICLE II
2.1. Authorized Capital
The total number of shares that this corporation is authorized to issue is
200,000,000, consisting of 160,000,000 shares of Common Stock having a par value
of $0.001 per share and 40,000,000 shares of Preferred Stock having a par value
of $0.001 per share. The Common Stock is subject to the rights and preferences
of the Preferred Stock as set forth below.
2.2. Issuance of Preferred Stock by Class and in Series
The Preferred Stock may be issued from time to time in one or more classes
and one or more series within such classes in any manner permitted by law and
the provisions of these Articles of Incorporation, as determined from time to
time by the Board of Directors and stated in the resolution or resolutions
providing for its issuance, prior to the issuance of any shares. The Board of
Directors shall have the authority to fix and determine and to amend the
designation, preferences, limitations and relative rights of the shares
(including, without limitation, such matters as dividends, redemption,
liquidation, conversion and voting) of any class or series that is wholly
unissued or to be established. Unless otherwise specifically provided in the
resolution establishing any class or series, the Board of Directors shall
further have the authority, after the issuance of shares of a class
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or series whose number it has designated, to amend the resolution establishing
such class or series to decrease the number of shares of that class or series,
but not below the number of shares of such class or series then outstanding.
ARTICLE III
The purposes for which the corporation is organized are to engage in any
activity or business not in conflict with the laws of the State of Nevada or of
the United States of America, and without limiting the generality of the
foregoing, specifically:
3.1 Omnibus.
To have to exercise all the powers now or hereafter conferred by the laws
of the State of Nevada upon corporations organized pursuant to the laws under
which the corporation is organized ("applicable corporate law") and any and all
acts amendatory thereof and supplemental thereto.
3.2. Carrying On Business Outside State.
To conduct and carry on its business or any branch thereof in any state or
territory of the United States or in any foreign country in conformity with the
laws of such state, territory, or foreign country, and to have and maintain in
any state, territory, or foreign country a business office, plant, store or
other facility.
3.3. Purposes To Be Construed As Powers.
The purposes specified herein shall be construed both as purposes and
powers and shall be in no way limited or restricted by reference to, or
inference from, the terms of any other clause in this or any other article, but
the purposes and powers specified in each of the clauses herein shall be
regarded as independent purposes and powers, and the enumeration of specific
purposes and powers shall not be construed to limit or restrict in any manner
the meaning of general terms or of the general powers of the corporation; nor
shall the expression of one thing be deemed to exclude another, although it be
of like nature not expressed.
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ARTICLE IV
Except as may be authorized pursuant to Section 2.2 of Article II, no
preemptive rights shall exist with respect to shares of stock or securities
convertible into shares of stock of this corporation.
ARTICLE V
The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE VI
6.1. Number of Directors
The Board of Directors shall be composed of not less than one nor more than
six Directors. Except with respect to the initial Director, the specific number
of Directors shall be set by resolution of the Board of Directors or, if the
Directors in office constitute fewer than a quorum of the Board of Directors, by
the affirmative vote of a majority of all the Directors in office. The number
of Directors of this corporation may be increased or decreased from time to time
in the manner provided herein, but no decrease in the number of Directors shall
have the effect of shortening the term of any incumbent Director.
6.2. Classification of Directors
The Directors shall be divided into three classes, with each class to be as
nearly equal in number as possible, as specified by resolution of the Board of
Directors or, if the Directors in office constitute fewer than a quorum of the
Board of Directors, by the affirmative vote of a majority of all the Directors
in office. The term of office of Directors of the first class shall expire at
the first annual meeting of shareholders after their election. The term of
office of Directors of the second class shall expire at the second annual
meeting after their election. The term of office of Directors of the third
class shall expire at the third annual meeting after their election. At each
annual meeting after such classification, a number of Directors equal to the
number of the class whose term expires at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting. Absent his or
her death, resignation or removal, a Director shall continue to serve despite
the expiration of the Director's term until his or her successor shall have been
elected and qualified or until there is a decrease in the number of Directors.
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6.3. Removal of Directors
The shareholders may remove one or more Directors with or without cause,
but only at a special meeting called for the purpose of removing the Director or
Directors, and the meeting notice must state that the purpose, or one of the
purposes, of the meeting is removal of the Director or Directors.
6.4. Vacancies on Board of Directors
If a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of Directors, the Board of Directors
may fill the vacancy, or, if the Directors in office constitute fewer than a
quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of all the Directors in office. The shareholders may fill a
vacancy only if there are no Directors in office.
ARTICLE VII
This corporation reserves the right to amend or repeal any of the
provisions contained in these Articles of Incorporation in any manner now or
hereafter permitted by the applicable corporate law, and the rights of the
shareholders of this corporation are granted subject to this reservation.
ARTICLE VIII
The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws of this corporation, subject to the power of the shareholders to amend or
repeal such Bylaws. The shareholders shall also have the power to amend or
repeal the Bylaws of this corporation and to adopt new Bylaws.
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ARTICLE IX
9.1. Shareholder Actions
Subject to any limitations imposed by applicable securities laws, any
action required or permitted to be taken at a shareholders meeting may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
9.2. Number of Votes Necessary to Approve Actions
Whenever applicable corporate law permits a corporation's articles of
incorporation to specify that a lesser number of shares than would otherwise be
required shall suffice to approve an action by shareholders, these Articles of
Incorporation hereby specify that the number of shares required to approve such
an action shall be such lesser number.
9.3. Special Meetings of Shareholders
So long as this corporation is a public company, special meetings of the
shareholders of the corporation for any purpose may be called at any time by the
Board of Directors or, if the Directors in office constitute fewer than a quorum
of the Board of Directors, by the affirmative vote of a majority of all the
Directors in office, but such special meetings may not be called by any other
person or persons.
9.4. Quorum for Meetings of Shareholders.
Except with respect to any greater requirement contained in these Articles
of Incorporation or the applicable corporate law, one-third of the votes
entitled to be cast on a matter by the holders of shares that, pursuant to the
Articles of Incorporation or the applicable corporate law, are entitled to vote
and be counted collectively upon such matter, represented in person or by proxy,
shall constitute a quorum of such shares at a meeting of shareholders.
ARTICLE X
To the full extent that applicable corporate law, as it exists on the date
hereof or may hereafter be amended, permits the limitation or elimination of the
personal liability of Directors, a Director of this corporation shall not be
liable to this corporation or its shareholders for monetary damages for conduct
as a Director. Any amendments to or repeal of this Article X shall not
adversely affect any right or protection of a Director of this corporation for
or with respect to any acts or omissions of such Director occurring prior to
such amendment or repeal.
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ARTICLE XI
11.1. Indemnification.
The corporation shall indemnify its directors to the full extent permitted
by applicable corporate law now or hereafter in force. However, such indemnity
shall not apply if the director did not (a) act in good faith and in a manner
the director reasonably believed to be in or not opposed to the best interests
of the corporation, and (b) with respect to any criminal action or proceeding,
have reasonable cause to believe the director's conduct was unlawful. The
corporation shall advance expenses for such persons pursuant to the terms set
forth in the Bylaws, or in a separate Board resolution or contract.
11.2. Authorization.
The Board of Directors may take such action as is necessary to carry out
these indemnification and expense advancement provisions. It is expressly
empowered to adopt, approve, and amend from time to time such Bylaws,
resolutions, contracts, or further indemnification and expense advancement
arrangements as may be permitted by law, implementing these provisions. Such
Bylaws, resolutions, contracts or further arrangements shall include but not be
limited to implementing the manner in which determinations as to any indemnity
or advancement of expenses shall be made.
11.3. Effect of Amendment.
No amendment or repeal of this Article shall apply to or have any effect on
any right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal.
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ARTICLE XII
This Amended and Restated Articles of Incorporation shall become effective
upon filing.
IN WITNESS WHEREOF, the undersigned, President of the corporation, for the
purpose of amending and restating Articles of Incorporation of Home.Web, Inc.,
hereby makes, files and records this Amended and Restated Articles of
Incorporation and certifies that it is the act and deed of the corporation and
that the facts stated herein are true.
-------------------------------- -------------------------
Robert L. Jackman, President Date
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NOTE: THIS PROXY SHOULD BE MARKED, DATED AND SIGNED BY THE SHAREHOLDER(S)
EXACTLY AS HIS OR HER NAME APPEARS HEREON, AND RETURNED IN THE ENCLOSED
ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY POSTPONEMENT(S) OR
ADJOURNMENTS(S) THEREOF. IF NO CONTRARY OBJECTION IS INDICATED, THIS PROXY WILL
BE VOTED FOR THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
AND THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITOR.
DATED: _______________________________, 2001.
_____________________________________________
Print name(s) exactly as shown on Stock
Certificate
_____________________________________________
(Signature)
_____________________________________________
(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
Please sign exactly as your name appears hereon. 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 the President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person. THIS
PROXY WILL BE VOTED FOR THE PROPOSALS IF NO SPECIFICATION IS MADE.
<PAGE>
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HOME.WEB, INC.
SPECIAL MEETING OF SHAREHOLDERS - FEBRUARY 5, 2001
The undersigned shareholder of HOME.WEB, INC., a Nevada corporation, (the
"Company") hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement, and hereby appoints Robert Jackman or Dean
Branconnier or either of them, as proxies and attorneys-in-fact with full power
to each of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the Special Meeting of Shareholders of the Company
to be held on February 5, 2001, at adjournment(s) or postponement(s) thereof,
and to vote all shares of Stock that the undersigned would be entitled to vote
if then and there personally present, on the matter set forth below:
PROPOSAL NO. 1 - ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
[_] For [_] Against [_] Abstain
PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
[_] For [_] Against [_] Abstain
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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