<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
| | Preliminary proxy | | Confidential, for Use of the Commission Only,
statement (as permitted by Rule 14a-6(e)(2))
|X| Definitive proxy statement
| |Definitive additional materials
| | Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
APPLIED CAPITAL FUNDING, INC.
(Name of Registrant as Specified In Its Charter)
APPLIED CAPITAL FUNDING, INC.
(Name of Person(s) Filing Proxy Statement)
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 0-11:
(1) Title of each class of securities to which transaction applies: N.A.
(2) Aggregate number of securities to which transaction applies: N.A.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: N.A.
(4) Proposed maximum aggregate value of transaction: N.A.
(5) Total fee paid: N.A.
| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid: N.A.
(2) Form, Schedule or Registration Statement no.: N.A.
(3) Filing party: N.A.
(4) Date filed: N.A.
<PAGE>
Vancouver, British Columbia
May 22, 1999
Dear Shareholders:
You are cordially invited to attend the Applied Capital Funding,
Inc. Special Meeting of Shareholders to be held on Tuesday, June 1, 1999
at 10:00 a.m. (Pacific daylight time) at the offices of Preston Gates &
Ellis LLP, 701 Fifth Avenue, Suite 5000, Seattle, Washington 98104.
Directions to Preston Gates & Ellis LLP are available upon request by calling
206/623-7580.
The matters to be acted upon are described in the accompanying Notice
of Special Meeting and Proxy Statement.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND, IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE SIGN, DATE, AND MAIL THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE IN ORDER TO ENSURE THAT YOUR VOTE IS COUNTED. IF YOU ATTEND THE
MEETING, YOU WILL, OF COURSE, HAVE THE RIGHT TO VOTE YOUR SHARES IN PERSON.
Very truly yours,
/s/ Ajmal Khan
PRESIDENT
<PAGE>
APPLIED CAPITAL FUNDING, INC.
Suite 2000
1177 West Hastings Street
Vancouver, BC V6E 2K3
Canada
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
May 22, 1999
To the Shareholders:
The Special Meeting of the Shareholders of Applied Capital
Funding, Inc., a Colorado corporation, will be held at the offices of
Preston Gates & Ellis LLP, 701 Fifth Avenue, Suite 5000, Seattle,
Washington 98104, on Tuesday, June 1, 1999, at 10:00 a.m. (Pacific
daylight time) for the following purpose:
1. To amend the Company's Articles of Incorporation to change the name
of the Company to "On2.com Inc."
Only shareholders of record at the close of business on May 10,
1999 will be entitled to notice of, and to vote at, the Special Meeting and
any adjournments thereof.
The Company's Proxy Statement is submitted herewith.
By Order of the Board of Directors
/s/ Peter Lee
SECRETARY
Vancouver, British Columbia
May 22, 1999
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
STAMPED AND ADDRESSED ENVELOPE IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE
ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER
OR VOTE YOUR SHARES IN PERSON IN THE EVENT THAT YOU SHOULD ATTEND THE MEETING.
<PAGE>
APPLIED CAPITAL FUNDING, INC.
Suite 2000
1177 West Hastings Street
Vancouver, BC V6E 2K3
Canada
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
June 1, 1999
This Proxy Statement is furnished by the Board of Directors of
Applied Capital Funding, Inc., a Colorado corporation (the "Company"), to
the holders of Common Stock, no par value per share, of the Company (the
"Common Stock") in connection with the solicitation of proxies by the Board
of Directors for use at the Special Meeting of Shareholders of the Company
(the "Special Meeting"), to be held at 10:00 a.m. (Pacific daylight time)
on Tuesday, June 1, 1999, at the offices of Preston Gates & Ellis LLP,
701 Fifth Avenue, Suite 5000, Seattle, Washington 98104, and at any
adjournment thereof. Directions to Preston Gates & Ellis LLP are available
upon request by calling 206/623-7580.
A proxy delivered pursuant to this solicitation is revocable at the
option of the person giving the same at any time before it is exercised. A
proxy may be revoked, prior to its exercise, by executing and delivering a
later dated proxy card to the Secretary of the Company prior to the Special
Meeting, delivering written notice of revocation of the proxy to the
Secretary of the Company prior to the Special Meeting, or attending and
voting at the Special Meeting. Attendance at the Special Meeting, in and of
itself, will not constitute a revocation of a proxy. Unless previously
revoked, the shares represented by the enclosed proxy will be voted in
accordance with the shareholder's directions if the proxy is duly executed
and returned prior to the Special Meeting.
The presence in person or by proxy of holders of record of a majority
of the total number of votes attributable to all shares of Common Stock
outstanding and entitled to vote is required to constitute a quorum for the
transaction of business at the Special Meeting. Under Colorado law and the
Company's Bylaws, if a quorum is present, abstentions and "broker non-votes"
(shares held by a broker or nominee as to which a broker or nominee indicates
on the proxy that it does not have the authority, either express or
discretionary, to vote on a particular matter) are counted for purposes of
determining the presence or absence of a quorum for the transaction of
business at the Special Meeting. An abstention from voting and broker
non-votes, since they are not affirmative votes, will have the same practical
effect as a vote against the respective matters.
This Proxy Statement and the enclosed proxy card are first being
mailed to shareholders on or about May 22, 1999.
The expense of preparing, printing, and mailing this Proxy Statement
and the proxies solicited hereby will be borne by the Company. In addition to
the use of the mails, proxies may be solicited by directors, officers, and
other employees of the Company, without additional remuneration, in person,
or by telephone, telegraph or facsimile transmission. Where appropriate, the
Company will request brokerage firms, banks, nominees, custodians, and
fiduciaries to forward proxy materials to the beneficial owners of shares of
Common Stock as of the record date and will provide reimbursement for the
cost of forwarding the proxy materials in accordance with customary practice.
Your cooperation in promptly signing and returning the enclosed proxy card
will help to avoid additional expense.
At May 10, 1999, the Company had outstanding 8,000,000 shares of
Common Stock, and there were no shares of any other class of stock
outstanding. Each share of Common Stock entitles the holder thereof to one
vote. Only shareholders of record at the close of business on May 10, 1999,
will be entitled to notice of, and to vote at, the Special Meeting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of May 10, 1999, the security ownership
of (i) all executive officers; and (ii) each director of the Company. To the
Company's knowledge, there are no persons that beneficially own 5% or more of
the Common Stock.
- -------------------------------------------------------------------------------
Title of Class Name of Beneficial Amount and Nature of Percent of Class
Owner Beneficial Owner
- -------------------------------------------------------------------------------
Common Stock Jeffrey L. Taylor, 215,000 Shares 2.7%
Director and
Vice President
- -------------------------------------------------------------------------------
CHANGE IN CONTROL
Since the beginning of the Company's last fiscal year, control of the
Company has passed from Mansfield Consultants Limited and is currently
dispersed among approximately 405 shareholders. The present shareholders
purchased a majority of the outstanding voting securities of the Company in
private transactions. No current shareholder owns in excess of 5% of the
voting securities of the Company.
AMENDMENT OF ARTICLES OF INCORPORATION
The shareholders are asked to approve an amendment to the Articles of
Incorporation to change the name of the Company to On2.com Inc.
APPLIED CAPITAL FUNDING, INC.
By Order of the Board of Directors
/s/ Peter Lee
SECRETARY
Vancouver, British Columbia
May 22, 1999
<PAGE>
PROXY
FOR SPECIAL MEETING OF THE SHAREHOLDERS
APPLIED CAPITAL FUNDING, INC.
This Proxy Is Solicited On Behalf Of The Board Of Directors
The undersigned hereby appoints Ajmal Khan and Peter Lee
(collectively, the "Proxies"), and each of them, with full power of
substitution, as proxies to vote the shares which the undersigned is entitled
to vote at the Special Meeting of the Company to be held at the offices of
Preston Gates & Ellis LLP, 701 Fifth Avenue, Suite 5000, Seattle, Washington
98104, on Tuesday, June 1, 1999 at 10:00 a.m. and at any adjournments thereof.
|_| FOR |_| AGAINST |_| ABSTAIN Proposal to amend the Company's Articles of
Incorporation to change name to "On2.com Inc."
This proxy when properly signed will be voted and will be voted in
the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
--------------------------------
Signature
--------------------------------
Signature, if held jointly
Dated: ____________________, 1999
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
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