<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:
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (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:
--------------------------------------------------------------------------
Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
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):
----------------------------------------------------------------------
Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
Total fee paid:
-------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
rule 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:
----------------------------------------------------------------------
Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
Filing Party:
-------------------------------------------------------------------------
Date Filed:
-------------------------------------------------------------------------
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
---------------------------------------- ------------------------ --------------------
Name and Principal Other Restricted Securities LTIP All other
Position Year Salary Bonus annual Stock Underlying Payouts Compensa
Compensation Awards Options/ tion
SARs
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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 1999 -0- -0- None 156,000 -0- None None
Officer, Vice 2000 $144,000 -0- None 365,218 -0- None None
President, 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%
</TABLE>
---------------
* Less than one percent
(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 sufficient 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.
2. ELECTION OF FOR all nominees listed below / / WITHHOLD AUTHORITY / /
DIRECTORS:
(except as marked to the to vote for all nominees
contrary below) listed below
(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
<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.
