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INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 Under Rule 14a-12.
PRT GROUP 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
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
O-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 O-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 with preliminary materials.
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[ ] 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.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[PRT Logo]
Dan S. Woodward
President and
Chief Executive Officer
June 15, 2000
Dear PRT Stockholder:
On behalf of your Board of directors and your management, I cordially
invite you to attend a Special Meeting of Stockholders of PRT Group Inc. The
meeting will be held on Wednesday, July 12, 2000 at 10:00 a.m. local time, at 80
Lamberton Road, Windsor, CT 06095.
Enclosed are the Notice of Meeting and Proxy Statement relating to the
meeting. Information regarding the matter to be voted upon at the meeting is set
forth in the Notice of Meeting and Proxy Statement.
Your vote is important to us. Whether or not you plan to attend the
meeting, please complete and return the attached proxy card in the enclosed
envelope. Please note that your completed proxy will not prevent you from
attending the meeting and voting in person should you so choose.
I look forward to receiving your vote.
Sincerely,
/s/ DAN S. WOODWARD
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Dan S. Woodward
President and Chief Executive Officer
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[PRT Logo]
NOTICE OF MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 12, 2000
To the Stockholders of
PRT Group Inc.:
A Special Meeting of Stockholders of PRT Group Inc. ("PRT" or the
"Company") will be held at 80 Lamberton Road, Windsor, CT 06095 on July 12, 2000
at 9:00 a.m. local time, for the following purposes:
1. To change the Company's name to "enherent Corp." and amend the
Company's Certificate of Incorporation as described in the accompanying
proxy materials; and
2. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
Stockholders of record at the close of business on June 9, 2000 are
entitled to vote at the meeting. A complete list of those stockholders will be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours at the principal executive offices of
PRT Group Inc., 80 Lamberton Avenue, Windsor, CT 06095, for a period of 10 days
prior to the meeting.
Your attention is directed to the accompanying Proxy Statement and proxy.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING
IN THE UNITED STATES.
By order of the Board of Directors
/s/ RICHARD L. ROSENFELD
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Richard L. Rosenfeld
Secretary
June 15, 2000
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[PRT Logo]
PROXY STATEMENT
FOR THE MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 12, 2000
The enclosed proxy is solicited by the Board of Directors of PRT Group Inc.
("PRT" or the "Company") to be voted at the Meeting of Stockholders to be held
on July 12, 2000, or any adjournments thereof (the "Meeting"). A stockholder
returning a proxy may revoke it at any time prior to the voting at the Meeting.
A proxy returned by a stockholder which is not subsequently revoked will be
voted in accordance with the instructions indicated thereon. If no instructions
are indicated on a returned and duly executed proxy, the shares represented by
the proxy will be voted FOR the change of the Company's name by the Board of
Directors and set forth herein, and in accordance with the judgment of the
persons named in the proxy as to such other matters as may properly come before
the Meeting.
Only stockholders of record at the close of business on June 9, 2000 are
entitled to notice of and to vote at the Meeting. As of June 9, 2000, there were
18,355,538 shares of PRT common stock, par value $.001 per share ("Common
Stock"), outstanding and entitled to vote at the Meeting, each such share
entitled to cast one vote. The holders of a majority of the shares outstanding
and entitled to vote, present in person or represented by proxy, will constitute
a quorum for the transaction of business at the Meeting. The affirmative vote of
a majority of the votes cast at the meeting is required for each item set forth
in the Notice of Meeting. Abstentions and broker non-votes are counted for
purposes of determining whether a quorum is present at the meeting. For the
purpose of determining whether a proposal has received a majority vote,
abstentions will be included in the vote totals with the result that an
abstention will have the same effect as a negative vote. In instances where
brokers are prohibited from exercising discretionary authority for beneficial
owners who have not returned a proxy (broker non-votes), those shares will not
be included in the vote totals and, therefore, will have no effect on the vote.
The cost of soliciting proxies will be borne by PRT. In addition to
solicitation by mail, employees of PRT, without extra remuneration, may solicit
proxies in person or by telephone. ChaseMellon Shareholder Services, L.L.C. has
been retained by PRT to assist in the distribution of proxies for the usual and
customary fees plus reimbursement of expenses. PRT may also reimburse brokerage
firms, nominees, custodians and fiduciaries for their out-of-pocket expenses for
forwarding proxy materials to beneficial owners and seeking instruction with
respect thereto.
This Proxy Statement and the enclosed form of proxy are being mailed on or
about June 19, 2000 to stockholders entitled to notice of, and to vote at, the
Meeting. The mailing address of PRT's principal executive offices is 80
Lamberton Avenue, Windsor, CT 06095.
NAME CHANGE
Management believes changing the Company's name to "enherent Corp." will
demonstrate its evolution from an information technology staffing business to an
e-solutions and outsourcing business. PRT's e-business and outsourcing revenue
have increased significantly since last year. The Company believes a new brand
identity and image will better enable it to communicate to the market its new
strategic direction into e-business and outsourcing.
The Company also believes changing its name to enherent Corp. will further
underscore the changes made by the new management team over the last year and
the Company's commitment to helping our clients achieve their e-business
potential. The Company also believes the proposed name change will give PRT's
sales force a fresh start in their efforts to bring new clients to its client
list. The Company began doing business as
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enherent Corp. and announced its intention to seek shareholder approval to
change its name to enherent Corp. on May 31, 2000.
Management estimates the marketing cost of launching the new brand identity
to be roughly $200,000. The estimated cost currently represents less than 1% of
the Company's SG&A expense for the first quarter of 2000. A majority of the
Company's outstanding shares must approve the proposed name change before the
Company can amend its Certificate of Incorporation and change its corporate name
to enherent Corp. The Company reserved the ticker symbol "ENHT" with the Nasdaq
National Market System and plans on trading the Company's shares under this new
ticker symbol after it receives the necessary shareholder and Nasdaq approvals.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
CHANGING THE COMPANY NAME TO ENHERENT CORP.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
matters which will be presented for consideration at the Meeting other than the
proposals set forth in this Proxy Statement. However, if any other matter
calling for a vote of stockholders is properly presented at the Meeting, it is
the intention of the persons named in the accompanying proxy to vote in
accordance with their best judgment on such matters.
A COPY OF PRT's ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WILL BE SENT TO ANY STOCKHOLDER WITHOUT
CHARGE UPON WRITTEN REQUEST TO PRT GROUP INC., 7 SKYLINE DRIVE, HAWTHORNE, NEW
YORK 10532, ATTENTION: RICHARD L. ROSENFELD, CORPORATE SECRETARY. THE ANNUAL
REPORT ON FORM 10-K IS ALSO AVAILABLE ELECTRONICALLY ON PRT's INTERNET WEB SITE
AT HTTP://WWW.ENHERENT.COM.
By order of the Board of Directors,
/s/ RICHARD L. ROSENFELD
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Richard L. Rosenfeld
Secretary
June 15, 2000
2
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PROXY
PROXY/VOTING INSTRUCTION CARD
This Proxy is solicited on behalf of the Board of Directors of PRT Group Inc.
for the Meeting of Stockholders on July 12, 2000. The undersigned hereby
authorizes Rocco Mitarotonda and Richard Rosenfeld, and each or any of them
with power to appoint his substitute, to vote as Proxy for the undersigned at
the Meeting of Stockholders to be held at 80 Lamberton Road, Windsor, CT 06095
on July 12, 2000 at 10:00 AM, or any adjournment or postponement thereof, the
number of shares which the undersigned would be entitled to vote if personally
present. The proxies shall vote subject to the directions indicated on the
reverse side of this card and proxies are authorized to vote in their
discretion upon such other business as may properly come before the meeting and
any adjournments or postponements thereof. The process will vote as the Board
of Directors recommends where the undersigned does not specify a choice.
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DETACH PROXY CARD HERE
CAUTION PLEASE DO NOT FOLD, STAPLE, OR TEAR THIS CARD
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VOTES MUST
BE INDICATED
(X) IN BLACK
OR BLUE INK.
[X]
1. Change the Company's name from PRT Group Inc. FOR AGAINST ABSTAIN
to "enherent Corp." The Board of Directors [ ] [ ] [ ]
recommends a vote "FOR"
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Signature(s) __________________________________ Date ____________________, 2000
Please sign name exactly as it appears on this card. Joint owners should each
sign. Attorneys, trustees, executors, administrators, custodians, guardians or
corporate officers should give full title.
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FOLD AND DETACH HERE
