<PAGE>
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
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 Pursuant to (S)240.14a-11(c) or (S)240.14a-12
THEHEALTHCHANNEL.COM, INC.
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit prices or other underlying value of transaction computed pursuant
to Exchange Act Rule O-11 (Set for the amount on which the filing fee is
calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] Check box if any part of the fee is offset as provided by Exchange Act rule
O-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.
Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Notes:
<PAGE>
THEHEALTHCHANNEL.COM, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 12, 2000
TO ALL STOCKHOLDERS OF THEHEALTHCHANNEL.COM, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
THEHEALTHCHANNEL.COM, INC., a Delaware corporation, will be held at the Marriott
Hotel, 900 Newport Center Drive, Newport Beach, 92660 on Thursday, October 12,
2000 at 6:30 p.m., Pacific time, for the following purposes:
1. To elect five Directors for the term of one year and until their successors
are duly elected and qualified;
2. To approve proposed reverse stock split of 3:1;
3. To increase the number of authorized shares of common stock of the
Company from 110,000,000 to 175,000,000;
4. To ratify the 2000 Stock Option Plan for the Company;
5. To ratify the appointment of Stonefield, Josephson, Inc. as
the Company's independent public accountants for the fiscal year ending
December 31, 2000; and
6. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only stockholders of record at the close of business on September 1, 2000,
are entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors,
/s/ Thomas P. Lonergan
-----------------------------
Thomas P. Lonergan, Secretary
Newport Beach, California
September 1, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE
BOARD OF DIRECTORS OF THE COMPANY, AND RETURN IT IN THE ENCLOSED ENVELOPE.
THE PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED, AND STOCKHOLDERS
EXECUTING PROXIES MAY ATTEND THE MEETING AND VOTE IN PERSON, SHOULD THEY
SO DESIRE.
<PAGE>
THEHEALTHCHANNEL.COM, INC.
260 NEWPORT CENTER DRIVE, SUITE 230
NEWPORT BEACH, CALIFORNIA 92660
----------------------
PROXY STATEMENT
----------------------
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of
thehealthchannel.com, Inc. (the "Company" or "THCL) for the Annual Meeting
of Stockholders of the Company to be held at the Marriott Hotel, 900
Newport Center Drive, Newport Beach, 92660 on Thursday, October 12, 2000,
at 6:30 p.m., Pacific time. All proxies duly executed and received will be
voted on all matters presented at the Annual Meeting in accordance with
the instructions given by such proxies. In the absence of specific
instructions, proxies so received will be voted "for" the named nominees
relating to the class of Common Stock for which the proxy relates for
election to the Company's Board of Directors; "for" the reverse stock
split; "for" the increase in the number of authorized shares of common
stock, to approve the Company's Stock Option Plan; and "for" the
ratification of Stonefield, Josephson, Inc. as the Company's independent
public accountants. The Board of Directors does not anticipate that any of
its nominees will be unavailable for election and does not know of any
other matters that may be brought before the Annual Meeting. In the event
that any other matter should come before the Annual Meeting or that any
nominee is not available for election, the persons named in the enclosed
proxy will have discretionary authority to vote all proxies not marked to
the contrary with respect to such matter in accordance with their best
judgement. The proxy may be revoked at any time before being voted. The
Company will pay the entire expense of soliciting the proxies, which
solicitation will be by use of the mails. This Proxy Statement is being
mailed to stockholders on or about September 12, 2000.
Only holders of shares of Common Stock of record at the close of
business on September 1, 2000 will be entitled to notice of and to vote at
the Annual Meeting and at all adjournments thereof. As of the close of
business on August 10, 2000, the Company had outstanding 75,000,000 shares
of Common Stock.
At the Annual Meeting, the holders of Common Stock will be entitled,
as a class, to elect five Directors ("Directors"). The vote of a majority
of the shares of Common Stock represented at the Annual Meeting is
required for the election of the Directors. The vote of a majority of the
shares of common stock represented at the Annual Meeting is also required
to approve the other agenda items listed above and discussed herein..
Shares represented by proxies which are marked "abstained" or which
are marked to deny discretionary authority will only be counted for
determining the presence of a quorum. Votes withheld in connection with
the election of one or more of the nominees for Director will not be
counted as votes cast for such individuals. In addition, where brokers are
prohibited from exercising discretionary authority for beneficial owners
who have not provided voting instructions (commonly referred to as "broker
non-votes"), those shares will not be included in the vote totals.
<PAGE>
A list of the stockholders entitled to vote at the Annual Meeting
will be available at the Company's office, 260 Newport Center Drive, Suite
230, Newport Beach, California 92660, for a period of ten days prior to
the Annual Meeting for examination by any stockholder.
Officers and Directors of the Company beneficially own approximately
10.3% of the outstanding shares of Common Stock. See "Security Ownership
of Management and Principal Stockholders." Accordingly, approval of the
aforesaid matters is not assured and your vote is required in order for
the Company to take these actions.
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL #1)
Five Directors are to be elected for the ensuing year and until their
successors are duly elected and qualified. If, at the time of election, any of
the nominees should be unavailable for election, a circumstance which is not
expected by the Company, it is intended that the proxies will be voted for such
substitute nominee as may be selected by the Company. Proxies not marked to the
contrary will be voted for the election of the following persons with respect to
Common Stock. All of the nominees are standing for re-election by the
stockholders from the current term.
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR
NOMINEES NAMED BELOW.
<TABLE>
<CAPTION>
NAME AGE OFFICE
--------------------------------------------------------------------------------------------
<S> <C> <C>
Donald J. Shea 66 Chief Executive Officer, President,
and Chairman of the Board of Directors
Thomas P. Lonergan 50 Chief Operating Officer, Vice President,
Secretary, Chief Financial Officer,
and Director
Balazs Imre Bodai, M.S., M.D. 49 Director
Jeffrey H. Berg, MBA, Ph.D. 59 Director
Joseph Song, M.D., F.A.C.C. 40 Director
--------------------------------------------------------------------------------------------
</TABLE>
All directors have been with the Company since July 28, 1999 and serve for one
year terms.
DONALD J. SHEA, PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN. From July 1999
through the present, Mr. Shea is the President and Chairman of Biologix
International, Ltd. From September 1997 through July 1999, he was a board member
of Biologix International, Ltd. From 1995 through 1997, Mr. Shea was Marketing
Consultant to Marketing Insights, Inc., a new product development Company in
Princeton, New Jersey. Prior to that he was Vice President of Avonwood Capital
Corporation, Philadelphia, Pennsylvania, a Venture Capital/Management Consulting
firm; and President of Brilliant Enterprises, Inc., Philadelphia, Pennsylvania,
a dental products manufacturer. Mr. Shea was also the former President and CEO
of Clairol, Inc., a Division of Bristol-Myers Squibb, and a former
Vice-President of Bristol-Myers Squibb. Mr. Shea brings over 35 years of
consumer products marketing and general management experience to the Company.
THOMAS P. LONERGAN, M.S., M.B.A., CHIEF OPERATING OFFICER, VICE PRESIDENT,
SECRETARY, CHIEF FINANCIAL OFFICER, AND DIRECTOR. From July 1999 through the
present, Mr. Lonergan is a Director, Vice President, Chief Operating Officer,
Secretary, and Treasurer of Biologix International, Ltd. Mr. Lonergan was the
co-founder and Vice Chairman of IQ NOW Corporation, a deliverer of healthcare
information on the Internet
<PAGE>
from 1992 through 1999. Previously, he was a Regional Director of Cardiology for
Tenet Medical Group, former Director of Clinical Services at Downey Community
Hospital, and has been a hospital administrator for 20 years. He was responsible
for $70 million budget and manages over 200 employees. For 11 years he has been
an instructor and director of medical technology at Coast College. Mr. Lonergan
is co-founder of the American College of Cardiovascular Administrators. He has
an Associate of Arts (Pre-Medicine) from Cerritos Junior College (1971), a
Bachelor of Science (Pre-Medicine) from the University of California, Irvine
(1973), and an Executive Masters Degree of Business Administration from
Pepperdine University (1990).
BALAZS IMRE BODAI, M.D., DIRECTOR. From 1985 and continuing through the present,
Dr. Bodai is the Chief of Surgery at Kaiser Permanente Medical Center,
Sacramento, California. He is also President of B and B Medical Research
Technology, Inc., Sacramento, California; an Associate Clinical Professor of
Surgery at the University of California at Davis; a Consultant to COAT, Johnson
& Johnson, Newark, New Jersey; and a Senior Consultant to Sontek Medical, Inc.,
Hingham, Massachusetts. "Ernie" holds a Bachelor of Science and Master of
Science Degrees from the School of Medicine at the University of California at
Los Angeles, and a Doctor of Medicine Degree from the University of California
at Davis. He is author and co-author of over 120 scientific and clinical
publications in various of the leading medical journals, author of a surgery
text book, and is well-recognized within the field of emergency and critical
care medicine.
JEFFREY H. BERG, PH.D., DIRECTOR. Dr. Berg holds an MBA and Ph.D. in Chemistry
from New York University. From September 1995 through the present, he is a
senior research analyst for M.H. Meyerson & Co., Inc. From 1991 through the
present, he is the President of Health Care Insights. Mr. Berg was Chicago
Corporation's senior medical advisor from 1991 to 1992. Mr. Berg was security
analyst for William K. Woodruff & Co. from 1990 to 1991 and Vice-President of
Research for J.C. Bradford & Co. from 1987 to 1990. From 1981 to 1987 he was
Vice-President of the Health Care Division of PA Consulting Services, Inc. of
London, England, specializing in international technology and new product
surveillance, venture capital investment, acquisition studies, and
state-of-the-art for diverse areas of health care. During the 1970s, Mr. Berg
developed products and conducted research for General Foods, the Patient Care
Division of Johnson & Johnson Products, Inc., the Consumer Products Division of
Ortho Pharmaceutical Corporation; and staffed and supervised scientists and
engineers at the R&D laboratories for development of varied medical and health
care products within the Johnson & Johnson family of companies. Dr. Berg holds
several patents in the area of biosensor and disposable electrode technology. He
has published a number of articles on topics such as biosensors, cancer therapy,
biopharmaceuticals, drug infusion devices and industrial biotechnology. Dr. Berg
serves as a liaison with the investment banking and scientific communities.
JOSEPH SONG, M.D., F.A.C.C., DIRECTOR. From 1994 through the present, Dr. Song
has his own practice in Interventional Cardiology. From 1991 through 1994, he
was an Interventional Cardiologist with Internal Medicine Specialists Medical
Group, Inc. He is a Lecturer and Moderator at Downey Foundation Hospitals. Dr.
Song is Clinical Assistant Professor of Medicine/Cardiology at the College of
Osteopathic Medicine of the Pacific in California and a member of the Teaching
Staff of the Family Practice Internship/Residency Program at Rio Hondo/Downey
Community Hospital, California. He is certified by the American Board of
Internal Medicine and the American Board of Cardiovascular Diseases. Dr. Song
received an
<PAGE>
A.B. in Physics from Washington University in St. Louis Missouri in
1982 and his M.D. from University of Missouri-Columbia School of Medicine in
1986.
There is no family relationship between any of the directors or officers
of the Company.
MEETINGS OF THE BOARD OF DIRECTORS AND INFORMATION REGARDING COMMITTEES
The Board of Directors held 11 meetings since July 28, 1999. All Directors
attended at least 75% of the meetings of the Board of Directors. The Company has
a Litigation Committee comprised of Thomas P. Lonergan and Donald J. Shea. The
Litigation Committee met 11 times since July 28, 1999. The Company has no other
committees.
EXECUTIVE COMPENSATION
The following table and attached notes sets forth the compensation of
the Company's executive officers and directors during each of the fiscal years
since inception of the Company.
The following table sets forth all compensation received and scheduled
to be received for services rendered to the Company in all capacities during the
1999 and 2000 fiscal years by those persons who are the Company's executive
officers and directors.
<TABLE>
<CAPTION>
------------------------------ ------------------------------------------- ---------------------------------------------------
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
------------------------------------------- ---------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Other Restricted Securities LTIP All other
Name and Principal Position Year Salary Bonus annual Stock Underlying Payouts Compensation
Compensation Awards Options/
SARs
------------------------------ ------------------------------------------- ---------------------------------------------------
Donald J. Shea, Chief -
Executive Officer(1) 1999 -0- -0- None 96,000 -0- None None
2000 $144,000 -0- -0- 365,218 -0- None None
------------------------------ ------------------------------------------- ---------------------------------------------------
Thomas P. Lonergan,
Chief Operating Officer, 1999 -0- -0- None 156,000 -0- None None
Vice President, 2000 $144,000 -0- None 365,218 -0- None None
Chief Financial Officer,
Secretary
------------------------------ ------------------------------------------- ---------------------------------------------------
All officers as a group 1999 -0- -0- None 252,000 -0- None None
(2 persons) 2000 $288,000 -0- None 730,436 -0- None None
------------------------------ ------------------------------------------- ---------------------------------------------------
</TABLE>
NOTES TO EXECUTIVE COMPENSATION
The remuneration described in the table does not include the cost to
the Company of benefits furnished to the named executive officers, including
premiums for health insurance, reimbursement of expenses, and other benefits
provided to such individual that are extended in connection with the ordinary
conduct of the Company's business. The value of such benefits cannot be
precisely determined, but the executive officers named below did not receive
other compensation in excess of the lesser of $25,000 or 10% of such
officer's cash compensation.
During the 1999 fiscal year, beginning July 28, 1999 (inception)
through December 31, 1999, no Officer or Director received any cash
consideration for salary, nor any aggregate remuneration for health insurance
and expenses, in excess of $40,000.
<PAGE>
During the 1999 fiscal year, beginning July 28, 1999 through
December 31, 1999, even though their employment agreements provide for salary
on an annual basis, all officers agree to forego their cash compensation
until the Company was better financed. Two officers received shares of
common stock of the Company, as detailed earlier, in consideration in lieu of
salary.
EMPLOYMENT AGREEMENTS
The Company has an employment agreement with Donald J. Shea, its President,
dated September 1, 1999. This agreement has a term of three years and
provides for salary of $144,000 per year, four weeks of vacation per year,
and eligibility to participation in all Company benefit programs. There is
no severance provision.
The Company has an employment agreement with Thomas P. Lonergan, its Vice
President, Chief Operations Officer, Secretary, and Chief Financial Officer,
dated September 1, 1999. This agreement has a term of three years and
provides for salary of $144,000 per year, four weeks of vacation per year,
and eligibility to participation in all Company benefit programs. There is
no severance provision.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL OWNERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of August 10, 2000 by: (i) each
stockholder known by the Company to be the beneficial owner of more than five
percent of the outstanding Common Stock, (ii) each director of the Company
and (iii) all directors and officers as a group.
<TABLE>
<CAPTION>
Shares of Percent of
Name and Address Common Stock(1) Class(2)
------------------------------------- --------------- ----------
<S> <C> <C>
Donald J. Shea(2) 810,710 1.1%
Thomas P. Lonergan(2) 2,951,327 3.4%
Balazs Imre Bodai, M.S., M.D.(2) 1,387,174 1.9%
Jeffrey H. Berg, MBA, Ph.D.(2) 495,574 *
Joseph Song, M.D.(2) 2,585,799 3.4%
All Officers and Directors as a group
(5 persons) 8,230,584 10.3%
_______________
* Less than one percent
</TABLE>
(1) Except as otherwise indicated, the Company believes that the
beneficial owners of Common Stock listed above, 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.
Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to securities.
Shares of Common Stock subject to options or warrants currently exercisable,
or exercisable within 60 days, are deemed outstanding for purposes of
computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any
other person.
(2) c/o Company's address: 260 Newport Center Drive, Suite 250, Newport
Beach, California 92660.
<PAGE>
CERTAIN TRANSACTIONS
The Company has a Consulting Agreement with Jeffrey Berg, a director
of the Company, whereby, for a one time payment of 22,000 shares of common
stock of the Company, Mr. Berg assists the Company in locating, negotiating,
and managing its financing.
REVERSE STOCK SPLIT
(PROPOSAL #2)
The Company presently has 75,000,000 shares of its common stock
issued and outstanding. At a Board of Directors meeting held on August 1,
2000, the Board of Directors voted that it was in the best interests of the
Company to decrease the number of shares in its public float. The primary
objective of the reverse stock split is to reduce the number of shares
outstanding.
Therefore, the Company is requesting your vote to implement a
reverse stock split of three for one (the "Reverse Stock Split") of the
Company's common stock. If the maximum Reverse Stock Split is approved, this
Reverse Stock Split will decrease the number of issued shares of common
stock from approximately 75,000,000 to 25,000,000. The Company shall amend
its Articles of Incorporation to effectuate the Reverse Stock Split. It is
anticipated that the Reverse Stock Split shall be implemented within thirty
days.
The vote of a majority of the shares of Common Stock represented
at the Annual Meeting is required to authorize the Reverse Stock Split.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REVERSE STOCK SPLIT.
<PAGE>
APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
(PROPOSAL #3)
The Company has entered into an investment agreement (the
"Investment Agreement") with Swartz Private Equity, LLC ("Swartz"). The
Investment Agreement provides that Swartz may invest up to $30 million,
at the option of the Company, through a series of sales of the Company's
common stock. The price per share is based on the then current trading
price in the public market. The Company currently has 110,000,000
shares of common stock outstanding and approximately 75,000,000 shares
issued. If the reverse stock split (proposal #2) is approved and
effected, the Company will have 110,000,000 shares of common stock
outstanding and approximately 25,000,000 shares issued, leaving
approximately 85,000,000 for future issuances. However, if the Company
desires for Swartz to invest the total of $30 million and the Company's
public trading price stays at its current level (approximately $0.20),
there will be an insufficient number of shares authorized to sell to
Swartz under the Investment Agreement. Therefore, the Board of Directors
has proposed that the Company increase its authorized shares of common
stock from 110,000,000 to 175,000,000. This increase will allow the
Company to have a number of shares available in the event that
the Company desires for Swartz to invest the total of $30 million and the
Company's public trading price stays at its current level.
The vote of a majority of the shares of Common Stock represented at
the Annual Meeting is required for the authorization of the increase in
authorized shares of common stock of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AUTHORIZATION OF
THE INCREASE IN AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY.
RATIFICATION OF 2000 INCENTIVE AND NONSTATUTORY
STOCK OPTION PLAN
(PROPOSAL #4)
The 2000 Incentive and Nonstatutory Stock Option Plan ("Plan")
was established on July 28, 2000. The Board authorized 5,000,000 shares
for issuance under the Plan. The Plan empowers the Board to award
compensation primarily in the form of qualified and nonqualified stock
options to key employees, directors, and consultants. The stock options
generally expire five years from the date of grant.
The Plan will allow the Board to attract and compensate key
employees, directors, and consultants without using cash.
THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE 2000 INCENTIVE AND
NONSTATUTORY STOCK OPTION PLAN.
<PAGE>
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS FOR FISCAL 1999
(PROPOSAL #5)
The Board of Directors has appointed Stonefield Josephson, Inc.
as independent auditors of the Company with respect to its operations for
fiscal 2000, and has further directed that management submit such
appointment for ratification by the holders of the Common Stock at the
annual meeting of Stockholders. In taking this action, the members of
the Board considered carefully Stonefield Josephson, Inc.'s reputation
in providing accounting services to other companies in the software and
retail industries, its independence with respect to the services to be
performed, its general reputation for adherence to professional auditing
standards and the performance of Stonefield Josephson, Inc. during the
audit of the Company's consolidated financial statements for fiscal 1999.
Stockholder ratification of the selection of Stonefield
Josephson, Inc. as the Company's independent auditors is not required by
the Company's Bylaws or otherwise. The Board, however, is submitting the
selection of Stonefield Josephson, Inc. to the stockholders for
ratification as a matter of good corporate practice. Therefore, there
will be presented at the Annual Meeting a proposal for the ratification
of this appointment, which the Board of Directors believes is
advisable and in the best interests of the stockholders. If the
appointment of Stonefield Josephson, Inc. is not ratified, the matter of
the appointment of independent public accountants will be considered by the
Board of Directors.
THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF STONEFIELD JOSEPHSON, INC. AS THE COMPANY'S INDEPENDENT
AUDITORS FOR FISCAL 2000.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2000
The rules of the Securities and Exchange Commission permit
stockholders of the Company, after notice to the Company, to present
proposals for stockholder action in the Company's proxy statement where
such proposals are consistent with applicable law, pertain to matters
appropriate for stockholder action, and are not properly omitted by
Company action in accordance with the proxy rules published by the
Securities and Exchange Commission. The Company's 2001 annual meeting of
stockholders is expected to be held on or about July 15, 2000, and proxy
materials in connection with that meeting are expected to be mailed
on or about June 15, 2001. Proposals of stockholders of the Company that
are intended to be presented at the Company's 2000 annual meeting must be
received by the Company no later than February 15, 2001 in order for
them to be included in the proxy statement and form of proxy relating to that
meeting.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires that the Company's Officers and Directors, and persons
who own more than ten percent of a registered class of the Company's equity
securities, file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, Directors and greater than
ten percent stockholders are required by regulation to furnish to the
Company copies of all Section 16(a) forms they file.
<PAGE>
Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons the
Company believes that during its 1999 fiscal year, all such filing
requirements applicable to its Officers, Directors, and greater than ten
percent beneficial owners were complied with.
OTHER MATTERS
The Board of Directors of the Company does not intend to present any
business at the Annual Meeting other than the matters specifically set
forth in the Proxy Statement and knows of no other business to come before
the Annual Meeting. However, on all matters properly brought before the
Annual Meeting by the Board or by others, the persons named as proxies in the
accompanying proxy will vote in accordance with their best judgement.
It is important that your shares are represented and voted at the
Annual Meeting, whether or not you plan to attend. Accordingly, we
respectfully request that you sign, date, and mail your Proxy in the
enclosed envelope as promptly as possible.
A copy of the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999, which has been filed with the SEC pursuant to the
Exchange Act and mailed to all shareholders of record, may be obtained
without charge upon written request to Thomas P. Lonergan, President, Chief
Operating Officer, Vice President, Chief Financial Officer, Secretary,
thehealthchannel.com, Inc., 260 Newport Center Drive, Suite 230, Newport
Beach, California 92660, or on the Internet at WWW.SEC.GOV from the SEC's
EDGAR database.
By Order of the Board of Directors
/s/ Thomas P. Lonergan
------------------------------
Thomas P. Lonergan, Secretary
Newport Beach, California
September 1, 2000
<PAGE>
thehealthchannel.com, Inc.
260 Newport Center Drive, Suite 230
Newport Beach, California 92660
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas P. Lonergan, Corporate Secretary,
with full power of substitution, as his or her Proxy to represent and
vote, as designated below, all of the shares of the Common Stock
of thehealthchannel.com, Inc. (the "Company"), registered in the name of
the undersigned on September 1, 2000, with the powers the undersigned
would posses if personally present at the 2000 Annual Meeting of
Stockholders to be held at the Marriott Hotel, 900 Newport Center Drive,
Newport Beach, 92660, at 6:30 p.m., local time, on Thursday, October 12,
2000 and at any adjournment thereof, hereby revoking any proxy or proxies
previously given.
<TABLE>
<CAPTION>
------------------------------------ ---------------------------------------- ------------------------------------
2. ELECTION OF FOR all nominees listed below WITHHOLD AUTHORITY
DIRECTORS:
(except as marked to the contrary to vote for all nominees listed
below) below
------------------------------------ ---------------------------------------- ------------------------------------
<S> <C> <C>
(To WITHHOLD authority to vote for any individual nominee strike a line
through the nominee's name below)
Donald J. Shea
Thomas P. Lonergan, M.S., M.B.A.
Balazs Imre Bodai, M.S., M.D.
Jeffrey H. Berg, M.B.A., Ph.D.
Joseph Song, M.D., F.A.C.C.
2. To approve proposed reverse stock split of 3:1
For Against Abstain
3. Proposal to increase the authorized shares of common stock of the Company from 50,000,000 to 100,000,000.
For Against Abstain
4. To ratify 2000 Incentive and Nonstatutory Stock Option Plan
For Against Abstain
5. To ratify the appointment of Stonefield, Josephson, Inc. as the Company's independent public accountants
for the fiscal year ending December 31, 2000
For Against Abstain
</TABLE>
<PAGE>
Discretionary authority is hereby granted with respect to such
other matters as may properly come before the Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN, THE PROXY WILL BE VOTED "FOR" ALL NOMINEES FOR DIRECTOR
AND, "FOR" ALL OTHER PROPOSALS LISTED, AND IN THE PROXY'S DISCRETION ON
ANY OTHER MATTERS TO COME BEFORE THE MEETING.
Dated:__________________________________________, 2000
Print Name: __________________________________________
______________________________________________________
(Signature)
Print Name: __________________________________________
______________________________________________________
(Second signature if shares jointly owned)
PLEASE DATE AND SIGN ABOVE exactly as your name
appears on your Stock Certificate, indicating where
appropriate, official position or representative capacity.
