<PAGE> 1
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Maxxis Group, Inc.
(Name of Registrant as Specified in Its Charter)
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<PAGE> 2
MAXXIS GROUP, INC.
1901 MONTREAL ROAD, SUITE 108
TUCKER, GEORGIA 30084
(770) 552-4766
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 13, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders
(the "Annual Meeting") of Maxxis Group, Inc. (the "Company") will be held on
Monday, November 13, 2000 at 10:00 a.m. local time at 1901 Montreal Road, Suite
108, Tucker, Georgia 30084, for the following purposes:
1. To elect one director to serve on the Company's Board of
Directors for a three year term;
2. To ratify the appointment of Arthur Andersen LLP as the
independent auditors of the Company for the year ending June
30, 2001; and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Pursuant to the Amended and Restated Bylaws of the Company, the close
of business on November 1, 2000 is set as the record date for the determination
of shareholders entitled to notice of and to vote at the Annual Meeting. A list
of shareholders entitled to vote at the Annual Meeting shall be open to the
examination of any shareholder for any purpose germane to the Annual Meeting
upon written notice during regular business hours at the Company's offices
located at 1901 Montreal Road, Suite 108, Tucker, Georgia 30084 beginning on the
date hereof, and the list shall be available for inspection at the Annual
Meeting by any shareholder that is present.
By Order of the Board of Directors
/s/ Ivey J. Stokes
Ivey J. Stokes
Chief Executive Officer
November 1, 2000
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER
OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, AT YOUR EARLIEST CONVENIENCE
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE. YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE TIME
IT IS VOTED.
<PAGE> 3
MAXXIS GROUP, INC.
1901 MONTREAL ROAD, SUITE 108
TUCKER, GEORGIA 30084
(770) 552-4766
Dear Fellow Shareholder:
We cordially invite you to attend the 2000 Annual Meeting of
Shareholders of Maxxis Group, Inc. At the meeting, we will report on our
performance for our fiscal year ended June 30, 2000 and answer your questions.
We are excited about our accomplishments and look forward to discussing both our
accomplishments and our plans with you. We hope that you can attend the meeting
and look forward to seeing you there.
We will hold the meeting at 10:00 a.m. on Monday, November 13, 2000 at
the Company's offices located at 1901 Montreal Road, Suite 108, Tucker, Georgia
30084, for the following purposes:
1. To elect one member to our board of directors;
2. To ratify the appointment of Arthur Andersen, LLP as the
independent auditors of the Company; and
3. To transact any other business that may properly come before
the meeting or any adjournment of the meeting.
We have included a copy of our Annual Report with this proxy statement.
We encourage you to read the Annual Report. It includes our financial statements
for the fiscal year ended June 30, 2000 and information on our operations,
markets, products, and services.
Please use this opportunity to take part in the affairs of your company
by voting on the business to come before this meeting. Even if you plan to
attend the meeting, we encourage you to complete and return the enclosed proxy
to us as promptly as possible.
By order of the board of directors,
/s/ Ivey J. Stokes
Ivey J. Stokes
President and Chief Executive Officer
Tucker, Georgia
November 1, 2000
<PAGE> 4
MAXXIS GROUP, INC.
1901 MONTREAL ROAD, SUITE 108
TUCKER, GEORGIA 30084
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON NOVEMBER 13, 2000
Our board of directors is soliciting proxies for the 2000 Annual
Meeting of Shareholders. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.
VOTING INFORMATION
November 1, 2000 is the record date for the meeting. Shareholders
owning our common stock at the close of business on that date are entitled to
attend and vote at the meeting, with each share entitled to one vote. There were
1,546,919 shares of common stock outstanding on the record date. A majority of
the outstanding shares of common stock represented at the meeting will
constitute a quorum. We will count abstentions and broker non-votes, which are
described below, in determining whether a quorum exists.
When you sign the proxy card, you appoint Ivey J. Stokes and DeChane
Cameron as your representatives at the meeting. Mr. Stokes and Mr. Cameron will
vote your proxy as you have instructed them on the proxy card. If you submit a
proxy but do not specify how you would like it to be voted, Mr. Stokes and Mr.
Cameron will vote your proxy for the election to the board of directors of the
nominee listed below under "Election Of Directors." We are not aware of any
other matters to be considered at the meeting. However, if any other matters
come before the meeting, Mr. Stokes and Mr. Cameron will vote your proxy on such
matters in accordance with their judgment.
You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting.
Brokers who hold shares for the accounts of their clients may vote
these shares either as directed by their clients or in their own discretion if
permitted by the exchange or other organization of which they are members.
Proxies that brokers do not vote on some proposals but that they do vote on
others are referred to as "broker non-votes" with respect to the proposals not
voted upon. A broker non-vote does not count as a vote in favor of or against a
particular proposal for which the broker has no discretionary voting authority.
In addition, if a shareholder abstains from voting on a particular proposal, the
abstention does not count as a vote in favor of or against the proposal.
We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of forwarding
copies of the proxy materials to our shareholders. Our officers and employees
may assist in soliciting proxies but will not receive additional compensation
for doing so. We are distributing this proxy statement on or about November 1,
2000.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The board of directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the board members
expire at each annual meeting. The current terms of the Class III directors will
expire at the meeting. The terms of the Class I directors expire at the 2001
Annual Shareholders
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Meeting. The terms of the Class II directors will expire at the 2002 Annual
Shareholders Meeting. Our directors and their classes are:
<TABLE>
<CAPTION>
Class I Class II Class III
<S> <C> <C>
Ivey J. Stokes Robert James Glover, Jr. Terry Harris
Alvin Curry Larry W. Gates, II
Thomas O. Cordy
</TABLE>
Shareholders will elect one nominee as Class III director at the
meeting to serve a three-year term, expiring at the 2003 Annual Meeting of
Shareholders. The director will be elected by a majority of the votes cast at
the meeting.
The board of directors recommends that you elect Terry Harris as a
Class III director.
If you submit a proxy but do not specify how you would like it to be
voted, Mr. Stokes and Mr. Cameron will vote your proxy to elect Mr. Harris. If
any of these nominees is unable or fails to accept nomination or election (which
we do not anticipate), Mr. Stokes and Mr. Cameron will vote instead for a
replacement to be recommended by the board of directors, unless you specifically
instruct otherwise in the proxy.
Set forth below is certain information about the nominees:
TERRY HARRIS has served as a director since May 1997. Since 1982, Mr.
Harris has served as Pastor and President of Tacoma Christian Center Inc. Mr.
Harris has a bachelors degree from the University of Puget Sound and attended
Rhema Bible School.
Set forth below is information about each of our other directors and
each of our executive officers.
IVEY J. STOKES has served as our Chairman of the Board of Directors
since our inception and as our Chief Executive Officer and President since
September 1999. Mr. Stokes began his marketing career in 1982 at A.L. Williams
Corporation ("A.L. Williams") where he became one of less than 400 National
Sales Directors out of 1.3 million insurance agents. In March 1991, Mr. Stokes
left the financial services industry to launch his own independent marketing
firm, Global Marketing Alliance ("Global Alliance"). Over the next five years,
Mr. Stokes became one of the leading money earners in several national network
marketing firms. Mr. Stokes' marketing firm, Global Alliance, has sponsored and
trained over 150,000 distributors since 1991. Mr. Stokes has a bachelors degree
in industrial management from the Georgia Institute of Technology.
ALVIN CURRY has served as a director since our inception. He also
serves as our Executive Vice President and Chief Operating Officer. Mr. Curry
started his marketing career in 1986 with A.L. Williams, where he attained the
position of Senior Vice President in less than three years. In March 1991, Mr.
Curry left the financial services industry to join Mr. Stokes in Global
Alliance. Mr. Curry attended Northwest Mississippi Junior College and Tacoma
Community College, and he received a degree from the Knapp College of Business.
THOMAS O. CORDY has served as a director since May 1997. Mr. Cordy
served as our Chief Executive Officer and President from May 1997 to September
1999. Prior to joining us, he served as President and Chief Executive Officer of
CI Cascade Corp. Mr. Cordy currently serves as Vice Chairman of the Board of
Trustees of Clark Atlanta University, Chairman of the Board of Renaissance
Capital Corporation and as a Director of Cox Enterprises. Mr. Cordy has a
bachelors degree from Morehouse College and a masters degree from Atlanta
University. Mr. Cordy has attended the Stanford Executive Program at the
Stanford School of Business and the University of Oklahoma National Lending
School.
LARRY W. GATES, II has served as Vice President since our inception and
as a director since May 1997. Mr. Gates became a part-time independent insurance
agent for A.L. Williams in 1989 while serving in the U.S. Army. In 1993, he left
the financial services industry and became a full-time independent marketer of
telecommunications services through his own independent marketing firm, Classic
Enterprises. Mr. Gates built a
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downline of over 10,000 distributors between 1993 and 1996. Mr. Gates has an
associates degree from Pierre College.
ROBERT JAMES GLOVER, JR. has served as a director since our inception.
Mr. Glover started his marketing career as an independent insurance agent with
A.L. Williams in 1985, where he attained the sales position of Senior Vice
President. In December 1993, Mr. Glover left the financial services industry and
became an independent marketer of telecommunications services through his own
independent marketing firm, Glover Enterprises. Mr. Glover's network marketing
firm has sponsored and trained over 10,000 distributors. Mr. Glover attended
Maryland University.
CHARLES P. BERNSTEIN has served as a director since May 1997. Since
1992, Mr. Bernstein has also served as President of Harvest Mortgage Co. From
1989 to 1992, Mr. Bernstein was the Vice President of Nationwide Mortgage
Resources, an underwriter and servicer of loans on residential and commercial
real estate. Mr. Bernstein holds an associates degree from the University of
South Carolina. Mr. Bernstein's term as a director will expire at the 2000
Annual meeting. Mr. Bernstein will not stand for reelection following the
expiration of his current term.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
DIRECTOR COMPENSATION
Members of the Board of Directors are reimbursed for their
out-of-pocket expenses for each meeting attended, but otherwise serve without
compensation.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation
earned by our Chief Executive Officer during the years ended June 30, 2000, 1999
and 1998. No other executive officers received a combined salary and bonus in
excess of $100,000 during the years ended June 30, 1999 and 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------
NAME AND PRINCIPAL POSITION PERIOD SALARY BONUS(1)
--------------------------- ----------- -------- --------
<S> <C> <C> <C>
Ivey J. Stokes ............................ Fiscal 2000 $104,000 $ 0
Chief Executive Officer and President(2)... Fiscal 1999 $104,000 $ 0
Thomas O. Cordy ........................... Fiscal 1998 $ 41,600 $83,400
</TABLE>
---------------
(1) Represents amounts accrued as bonus compensation for the periods
presented.
(2) Mr. Stokes became our Chief Executive Officer and President in
September 1999, when Mr. Cordy resigned those positions.
OPTION GRANTS DURING 2000
As of June 30, 2000, no options had been granted to our Chief Executive
Officer during the year ended June 30, 2000.
EMPLOYMENT AGREEMENT
We entered into an employment agreement (the "Cordy Agreement") with
Mr. Cordy on May 1, 1997. In September 1999, Mr. Cordy resigned as our Chief
Executive Officer and President. At the time of Mr. Cordy's
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resignation, our Executive Committee appointed our Chairman of the Board, Ivey
J. Stokes, to serve as our Chief Executive Officer and President. Mr. Stokes is
not presently a party to an employment agreement with us.
SALES REPRESENTATIVE AGREEMENTS
We entered into independent sales representative agreements
(collectively, the "Sales Representative Agreements") with ten independent sales
representatives, including Messrs. Stokes, Gates and Glover. The Sales
Representative Agreements provide for a minimum fee of $800.00 per week. Each
sales representative is also eligible to receive quarterly payments of a
performance bonus, which is a percentage of total revenue from Maxxis 2000. To
be paid a bonus, a sales representative must have 180 new activations in a
quarter. The bonus amount is then determined by the number of open centers in
that quarter. The bonus ranges from 1% to 5% based on Production. Each sales
representative is an independent contractor, and we do not exercise control over
the activities of the sales representatives other than as set forth in the Sales
Representative Agreements.
Each of the Sales Representative Agreements has a term of one year, and
the term renews daily for an additional year until either party fixes the
remaining term at one year by giving written notice. We can terminate each sales
representative upon death or disability (as defined in the Sales Representative
Agreements) or with or without cause upon delivery to the sales representative
of a notice of termination. If a sales representative is terminated, the sales
representative will receive any accrued fees through the termination date and
any accrued performance bonus, unless the sales representative is terminated for
cause. If the sales representative is our director or officer, the sales
representative shall tender his resignation to such positions effective as of
the termination date. Under the Sales Representative Agreements, each sales
representative agrees to maintain the confidentiality of our trade secrets and
confidential business information.
CONSULTING AGREEMENT
In September 1997, we entered into a consulting agreement with Mr.
Robert P. Kelly. The consulting agreement provides for a minimum weekly salary,
and the consultant may participate in a bonus program and is eligible to receive
quarterly or annual payments of a performance bonus based upon the achievement
of targeted levels of performance and such other criteria as the Board of
Directors shall establish from time to time. The consultant is an independent
contractor, and we do not exercise control over the activities of the consultant
other than as set forth in the consulting agreement.
The consulting agreement has a term of one year, and the term renews
daily for an additional year until either party fixes the remaining term at one
year by giving written notice. We can terminate the consultant upon death or
disability (as defined in the consulting agreement) or with or without cause
upon delivery to the consultant of a notice of termination. If the consultant is
terminated because of death, disability or cause, the consultant will receive
any accrued fees through the termination date and any accrued performance bonus,
unless the consultant is terminated for cause. If the consultant is terminated
without cause, we shall pay the consultant severance payments equal to his
minimum base salary for each week during the six-month period following the
termination date.
Under the consulting agreement, the consultant agrees to maintain the
confidentiality of our trade secrets and confidential business information. The
consultant also agrees for a period of one year following the termination date,
if he is terminated or resigns for any reason, not to compete with or solicit
our employees or customers within a 30-mile radius of our corporate offices;
provided, that if the consultant is terminated without cause, the non-compete
period shall be six months.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to our Amended and Restated Articles of Incorporation, we are
obligated to indemnify each of our directors and officers to the fullest extent
permitted by the Georgia Business Corporation Code with respect to all liability
and loss suffered and reasonable expenses incurred by such person in any action,
suit or proceeding in which such person was or is made or threatened to be made
a party or is otherwise involved by reason of the fact that such person is or
was our director or officer. We are obligated to pay the reasonable expenses of
our directors and
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officers incurred in defending such proceedings if the indemnified party agrees
to repay all amounts advanced by us if it is ultimately determined that such
indemnified party is not entitled to indemnification.
AGGREGATED OPTION EXERCISE AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Securities Value of Unexercised In-the-Money
Underlying Options at Fiscal year End Options at Fiscal Year End
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ivey J. Stokes ---- ---- ---- ----
</TABLE>
The price of the last trade of which the Company is aware prior to June
30, 2000 was $5.50. Therefore, the value of unexercised in-the-money options is
based on a fair market value of the common stock of $5.50.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of September 23, 2000 by: (i) each
person known by us beneficially to own more than 5% of the outstanding shares of
the Common Stock; (ii) each of our directors; and (iii) all of our directors and
executive officers as a group. Except as otherwise indicated, all persons listed
have sole voting and investment power with respect to their shares.
<TABLE>
<CAPTION>
AMOUNT OF PERCENTAGE OF
BENEFICIAL COMMON STOCK
NAME AND ADDRESS(A) OF BENEFICIAL OWNER OWNERSHIP(B) OUTSTANDING
--------------------------------------- ------------ -------------
<S> <C> <C>
Alvin Curry(c) ........................................ 636,363 40.5%
King David Trust(d) ................................... 454,545 28.9
Cynthia Glover, trustee(e) ............................ 181,818 11.6
Charles P. Bernstein .................................. -- --
Larry W. Gates ........................................ 47,272 3.0
Thomas O. Cordy ....................................... -- --
Larry W. Gates, II .................................... 45,454 2.9
Robert J. Glover(f) ................................... -- --
Terry Harris .......................................... 3,636 *
Ivey J. Stokes(g) ..................................... -- --
All directors and executive officers as a group
(10 persons)(c) - (g) .............................. 994,088 63.0
</TABLE>
---------------------
* Less than one percent
(a) The address of the King David Trust and Alvin Curry is c/o Maxxis
Group, Inc., 1901 Montreal Drive, Suite 108, Tucker, Georgia 30084. The
address of Cynthia Glover, trustee, U/A Louise Glover dated January 10,
1997 is 7839 Taylor Circle, Riverdale, Georgia 30274. The address of
The Anchora Company is c/o Salem Management Company, Ltd., Design
House, Leeward Highway, P.O. Box 150, Providenciales Turks & Caicos
Island, B.W.I.
(b) In accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended, a person is deemed to be the beneficial owner, for
purposes of this table, of any shares of Common Stock if such person
has or shares voting power or investment power with respect to such
security, or has the right to acquire beneficial ownership at any time
within 60 days from September 30, 2000. As used herein,
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"voting power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition of
shares.
(c) Includes 454,545 shares owned by the King David Trust of which Mr.
Curry, a director of, is the trustee. Mr. Curry disclaims beneficial
ownership of such shares.
(d) All such shares are owned by the King David Trust of which Mr. Curry is
the trustee and Mr. Stokes' minor children are the beneficiaries. Mr.
Stokes, the Chairman of the Board, disclaims beneficial ownership of
such shares.
(e) All such shares are owned by Cynthia Glover, trustee, U/A Louise Glover
dated January 10, 1997. Ms. Glover is the wife of Robert J. Glover, a
director. Mr. Glover is the sole beneficiary and disclaims beneficial
ownership of such shares. In addition, Ms. Glover disclaims beneficial
ownership of such shares.
(f) Excludes 181,818 shares owned by Cynthia Glover, trustee, U/A Louise
Glover dated January 10, 1997 of which Mr. Glover is the sole
beneficiary. Mr. Glover disclaims beneficial ownership of such shares.
(g) Excludes 454,545 shares owned by the King David Trust of which Mr.
Stokes' minor children are the beneficiaries. Mr. Stokes disclaims
beneficial ownership of such shares.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Executive Committee of our Board of Directors exercises, during the
interval between Board meetings, all of the powers of our Board of Directors
with certain limitations. During the year ended June 30, 2000, the Executive
Committee was composed of Thomas O. Cordy, Alvin Curry and Ivey J. Stokes and
held three meetings.
The Audit Committee of the Board of Directors reviews, with our
independent public accountants, our annual financial statements, reviews the
work of such independent public accountants and makes annual recommendations to
the Board of Directors for the appointment of independent public accountants for
the ensuing year. The Audit Committee also reviews the effectiveness of our
financial and accounting functions, organization, operations and management.
During the year ended June 30, 2000, the Audit Committee was composed of Charles
P. Bernstein, Terry Harris and Larry Gates and held one meeting.
The Compensation Committee reviews and recommends to the Board of
Directors the compensation and benefits of our officers and administers the
issuance of stock options to our officers, employees, consultants and advisors.
The Compensation Committee also reviews general policy matters relating to the
compensation and benefits of our employees. During the year ended June 30, 2000,
the Compensation Committee was composed of Charles P. Bernstein, Terry Harris
and Larry Gates and held one meeting.
We do not have a standing nominating committee. The Board of Directors
or the Executive Committee nominates candidates to stand for election as
directors. Our Amended and Restated Bylaws permit shareholders to make
nominations for directors but only if such nominations are made pursuant to
timely notice in writing to the Secretary of Maxxis. To be timely, notice of
shareholder nominations for directors must be delivered in writing to the
Secretary of Maxxis no later than 90 days prior to the anniversary of the
previous year's annual meeting, together with the identity of the nominator and
the number of shares of Common Stock owned, directly or indirectly, by the
nominator.
During the year ended June 30, 2000, our Board of Directors held four
meetings. All of our directors have attended 75% or more of the aggregate of all
Board meetings and all meetings of committees of which they were members.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
On November 22, 1998, Maxxis entered into a line of credit with the
Maxxis Millionaire Society, a Georgia partnership. The line of credit was
amended on May 1, 1999. Ivey Stokes and Alvin Curry, Maxxis' Chairman of the
Board and Chief Operating Officer are partners in the Maxxis Millionaire
Society. Pursuant to the line of credit, Maxxis may borrow up to $2,000,000 at
10% annual interest. No advances or interest thereon pursuant to the line
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of credit are payable until November 22, 2000. As of June 30, 2000, $65,000
principal amount was outstanding pursuant to the line of credit.
On February 16, 1997, Glover Enterprises, Inc., an affiliate of Robert
J. Glover, a director, loaned us $50,000 to fund our initial start-up costs. We
have repaid this loan.
During the Inception Period, we paid a fee of $184,000 to IS 14, Inc.
("IS 14"), a former Delaware corporation which was controlled by certain of our
directors and officers. The IS 14 fee was comprised of compensation for
managerial, marketing and administrative services performed by certain of our
officers and sales representatives prior to the establishment of our payroll. IS
14 has been dissolved, and we will not make any additional payments to IS 14.
Pursuant to Mr. Cordy's employment agreement, The Anchora Company, an
affiliate of Mr. Cordy, purchased 72,727 shares of Common Stock, at a price of
$1.65 per share. In exchange, The Anchora Company gave us a $120,000 full
recourse promissory note which bears interest at an annual rate of 8.75%.
Subsequent to Mr. Cordy's recent resignation, we reached an oral agreement with
Mr. Cordy to cancel the $120,000 full recourse promissory note in exchange for
Mr. Cordy's agreement to require The Anchora Company to return the 72,727 shares
of Common Stock to us. As of June 30, 2000, we had received the 72,727 shares
and $120,000 full recourse promissory note had been cancelled. Therefore, we
cancelled the 72,727 shares formerly owned by The Anchora Company.
Certain of the transactions described above may be on terms more
favorable to officers, directors and principal shareholders than they could
obtain in a transaction with an unaffiliated third party. We have adopted a
policy requiring that all material transactions between Maxxis and its officers,
directors or other affiliates must: (i) be approved by a majority of the
disinterested members of our Board of Directors; and (ii) be on terms no less
favorable to us than could be obtained from unaffiliated third parties.
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Our audit committee has recommended, and the board of directors has
approved, the appointment of Arthur Andersen, LLP as our independent auditors
for the year ending June 30, 2001. The Company expects a representative from
this firm to attend the annual meeting to answer appropriate questions.
The board of directors recommends a vote "For" the ratification of
Arthur Andersen, LLP as our independent auditors.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING OF SHAREHOLDERS
If shareholders wish a proposal to be included in our proxy statement
and form of proxy relating to the 2001 annual meeting, they must deliver a
written copy of their proposal to our principal executive offices no later than
July 4, 2001. To ensure prompt receipt by the company, the proposal should be
sent certified mail, return receipt requested. Proposals must comply with our
bylaws relating to shareholder proposals in order to be included in our proxy
materials.
November 1, 2000
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MAXXIS GROUP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FROM THE HOLDERS OF THE
COMMON STOCK OF MAXXIS GROUP, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON NOVEMBER 13, 2000
The undersigned holder of shares of common stock of Maxxis Group, Inc. (the
"Corporation") hereby acknowledges receipt of the Notice of Annual Meeting of
the Shareholders dated November 1, 2000 (the "Annual Meeting"), and hereby
appoints Ivey J. Stokes and DeChane Cameron, and either of them, with full power
of substitution, as proxy or proxies of the undersigned to represent the
undersigned and to vote all shares of common stock of the Corporation which the
undersigned would be entitled to vote if personally present at the Annual
Meeting to be held at 10:00 a.m. Monday, November 13, 2000 at the Company's
offices located at 1901 Montreal Road, Suite 108, Tucker, Georgia 30084.
My shares should be voted as follows:
1. ELECTION OF DIRECTORS: One Class III director to serve until the 2003 annual
meeting of shareholders
Terry Harris [ ] FOR [ ] AGAINST [ ] ABSTAIN
2. PROPOSAL to ratify the appointment of Arthur Andersen LLP as the independent
auditors of the Company for the year ending June 30, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This Proxy, when properly executed, will be voted as directed, but if no
direction to the contrary is indicated, it will be voted FOR the proposals.
Discretionary authority is hereby conferred as to all other matters that may
come before the meeting.
------------------------------
Signature(s) of
Shareholder(s)*
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Name(s) of Shareholder(s)
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Date
*If stock is held in the name of more than one person, all holders should
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). When signing as attorney, executor, administrator,
trustee, guardian, or conservator, please indicate the capacity in which you are
acting. If the signatory is a corporation, sign the full corporate name by a
duly authorized officer.
