<PAGE> 1
SCHEDULE 14A
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 Pursuant to 14a-11(c) or 14a-12
PRONET LINK CORP.
--------------------------------------------------------------------------------
(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 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) 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
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:
------------------------------------------------------------------------
(2) Form, schedule or registration statement No.:
------------------------------------------------------------------------
(3) Filing party:
------------------------------------------------------------------------
(4) Date filed:
------------------------------------------------------------------------
<PAGE> 2
[PRONETLINK LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 4, 2000
To our Shareholders:
The 2000 annual meeting of shareholders of Pro Net Link Corp., a Nevada
corporation, will be held at the Grand Hyatt New York, Park Avenue at Grand
Central Station (on 42nd Street between Lexington Avenue and Park Avenue, New
York, New York 10017 (telephone number: 212-883-1234)) on Monday, December 4,
2000, beginning at 9:30 a.m. Eastern Standard Time. At the meeting, you will be
asked to act on the following matters:
(1) Election of three (3) directors;
(2) Ratification of the appointment of Feldman Sherb & Co., P.C. as
independent auditors of the company for the fiscal year ending June 30,
2001;
(3) Adoption of the Pro Net Link Corp. 2000 Stock Plan; and
(4) Any other matters that properly come before the meeting.
All holders of record of shares of Pro Net Link's common stock at the close
of business on October 12, 2000 are entitled to vote at the meeting or any
postponements or adjournments of the meeting.
YOUR VOTE IS IMPORTANT. PLEASE READ THE PROXY STATEMENT AND THE VOTING
INSTRUCTIONS ON THE PROXY CARD AND THEN VOTE (1) BY COMPLETING THE PROXY CARD
AND RETURNING IT TO THE COMPANY BY MAIL, (2) BY CALLING THE TOLL-FREE NUMBER
PROVIDED IN THE PROXY STATEMENT, OR (3) VIA THE INTERNET USING THE DIRECTIONS
PROVIDED IN THE PROXY STATEMENT.
By order of the board of directors,
/s/ Jean Pierre Collardeau
JEAN PIERRE COLLARDEAU
President and Treasurer
October 26, 2000
New York, New York
<PAGE> 3
[PRONETLINK LOGO]
645 FIFTH AVENUE, SUITE 303
NEW YORK, NEW YORK 10022
------------------------
PROXY STATEMENT
------------------------
This proxy statement contains information related to the annual meeting of
shareholders of Pro Net Link Corp. to be held on Monday, December 4, 2000,
beginning at 9:30 a.m. Eastern Standard Time, at the Grand Hyatt New York, Park
Avenue at Grand Central Station, New York, New York, 10017 (telephone number
212-883-1234) and at any postponements or adjournments thereof. These proxy
materials were first mailed to shareholders on or about October 26, 2000.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the annual meeting, shareholders will act upon the matters listed in the
Notice of Annual Meeting, including the election of directors, the appointment
of the company's independent auditors and the adoption of the Pro Net Link 2000
Stock Plan, as amended. In addition, the management team will report on the
performance of Pro Net Link during fiscal year 2000 and respond to questions
from shareholders.
WHO CAN VOTE AT THE MEETING?
All shareholders of record at the close of business on October 12, 2000,
the record date, are entitled to vote at the meeting and any postponements or
adjournments of the meeting.
WHAT ARE THE VOTING RIGHTS OF THE HOLDERS OF THE COMMON STOCK?
All holders of the common stock as of October 12, 2000 may vote on all
matters to be acted upon at the annual meeting. Each outstanding share of the
common stock will be entitled to one vote on each matter to be voted upon at the
meeting. As of October 12, 2000, the record date, there were 52,044,737 shares
of the common stock of Pro Net Link outstanding.
WHO CAN ATTEND THE MEETING?
All shareholders as of October 12, 2000, or their duly appointed proxies,
may attend the meeting. Each shareholder may be asked to present valid picture
identification, such as a driver's license or passport. If you hold your shares
through a broker or other nominee, you will need to bring a copy of a brokerage
statement reflecting your stock ownership as of the record date. Everyone must
check in at the registration desk at the meeting.
HOW DO I VOTE?
You can choose one of the following four ways to vote:
1. In person: Attend the annual meeting at the time and place specified
above.
2. By mail: Complete, sign, date and return the proxy card in the enclosed
pre-paid envelope.
3. By telephone: Call 1-800-PROXIES.
4. Via the Internet: Visit www.voteproxy.com.
<PAGE> 4
When you vote by telephone or Internet, simply follow the instructions
provided. You will need to provide your personal identification number from your
proxy card in order to vote by either of these methods. If your shares are held
in the name of a bank or broker, follow the voting instructions you receive on
your proxy card. Telephone and Internet voting is offered to stockholders owning
shares through most banks and brokers.
WHAT DOES IT MEAN TO GIVE A PROXY?
By casting your vote by mail, telephone or the Internet you are authorizing
the individuals listed on the proxy card to vote your shares in accordance with
your instructions.
WHAT IF I HOLD PRO NET LINK STOCK IN A "STREET NAME"?
If your shares are held in "street name" you must check the proxy card or
contact your broker or nominee to determine if you will be able to vote by
telephone or via the Internet. If you want to vote in person at the meeting, and
you hold Pro Net Link stock in "street name", you must obtain a proxy card from
your broker and bring that proxy card to the meeting, together with a copy of a
brokerage statement reflecting your ownership as of October 12, 2000.
IS MY VOTE CONFIDENTIAL?
As a general matter, yes. Proxy cards, ballots and voting tabulations that
identify shareholders are kept confidential except in certain circumstances
where it is important to protect the interests of Pro Net Link and its
shareholders. American Stock Transfer & Trust Company, Pro Net Link's transfer
agent, will count the votes and act as the inspector of election for the
meeting.
WHAT IF I DO NOT INDICATE MY PREFERENCE ON THE PROXY CARD?
If you do not indicate how you would like your shares to be voted with
regard to a particular nominee for director, your shares will be voted FOR the
election of the nominee. If you do not indicate how you wish to vote with regard
to the other proposals listed on the proxy card, your shares will be voted FOR
such proposals.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy, you may change your vote at
any time before the proxy is exercised by filing with the Secretary of Pro Net
Link either a written notice of revocation or a duly executed proxy bearing a
later date. The powers of the proxy holders will be suspended if you attend the
meeting in person and provide the Secretary of Pro Net Link with a written
request to revoke your proxy. Attendance at the meeting will not by itself
revoke a previously granted proxy.
WHAT CONSTITUTES A QUORUM?
As of the record date, October 12, 2000, Pro Net Link had 52,044,737 shares
of its common stock outstanding. The presence at the meeting, in person or by
proxy, of the holders of the majority of the common stock issued, outstanding
and entitled to vote at the annual meeting will constitute a quorum. Broker non-
votes, abstentions and votes withheld count as shares present at the meeting for
purposes of a quorum.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you otherwise instruct on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of the board of directors. The board's recommendations are set forth below. In
summary, the board recommends a vote:
- FOR the election of the nominated slate of directors;
- FOR the adoption of the Pro Net Link Corp. 2000 Stock Plan; and
- FOR the appointment of Feldman Sherb & Co., P.C.
2
<PAGE> 5
The proxy holders will vote as recommended by the board of directors with
respect to any other matter that properly comes before the meeting. If no
recommendation is given by the board of directors on any such matter, the proxy
holders will vote in their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
Election of Directors. The affirmative vote of a plurality of the votes
cast at the meeting is required for the election of directors. A properly
executed proxy marked "WITHHOLD AUTHORITY" with respect to the election of one
or more directors will not be voted with respect to the director or directors
indicated, although it will be counted for purposes of determining whether there
is a quorum.
Adoption of 2000 Stock Plan. The affirmative vote of a majority of the
votes cast at the meeting is required for the adoption of the 2000 Stock Plan. A
properly executed proxy marked "ABSTAIN" with respect to the adoption of the
2000 Stock Plan will not be voted, although it will be counted for purposes of
determining whether there is a quorum.
Appointment of Independent Auditors. The affirmative vote of a majority of
the votes cast at the meeting is required for ratification of the appointment of
independent auditors. A properly executed proxy marked "ABSTAIN" with respect to
the appointment of the auditors will not be voted, although it will be counted
for purposes of determining whether there is a quorum.
If you hold your shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise voting discretion with
respect to some of the matters to be acted upon. So, if you do not give your
broker or nominee specific instructions, your shares may not be voted on those
matters and will not be counted in the voting results. Shares represented by
such "broker non-votes" will, however, be counted in determining whether there
is a quorum. Accordingly, broker non-votes will not be counted toward a
nominee's total of affirmative votes in the election of directors and will have
no effect on the approval of the other proposals.
INDEPENDENT PUBLIC ACCOUNTANTS
Feldman Sherb & Co., P.C. served as Pro Net Link's independent public
accountant during fiscal 2000. A representative of Feldman & Sherb & Co., P.C.
will be present at Pro Net Link's annual meeting of shareholders, will be
permitted to make a statement if they so choose and will be available to respond
to appropriate questions from the shareholders.
WHO CONDUCTS THE PROXY SOLICITATION AND HOW MUCH WILL IT COST?
Pro Net Link is soliciting the proxies and will bear the cost of the
solicitation. The company has retained MacKenzie Partners, Inc. to aid in the
solicitation. For these services, Pro Net Link will pay MacKenzie Partners, Inc.
a fee not to exceed $3,000, in addition to reimbursement for certain
out-of-pocket disbursements and expenses. Pro Net Link may ask its officers and
other employees, without compensation other than their regular compensation, to
solicit proxies by further mailing or personal conversations, or by telephone,
facsimile or electronic means. Pro Net Link will also, if asked, reimburse
brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of the common stock. Such
reimbursements will not be submitted to a vote of the shareholders. To date, we
have not made any expenditures related to solicitation. We estimate that the
total amount we will spend on solicitation will be approximately $45,000.
3
<PAGE> 6
ITEM 1 -- ELECTION OF DIRECTORS
DIRECTORS STANDING FOR ELECTION
The board of directors consists of three members, each having terms that
expire at the 2000 annual meeting. The board of directors proposes that each of
the current directors described below be re-elected for a new term of one year
and until their successors are duly elected and qualified.
Each of the nominees has consented to serve a one-year term. If any of them
become unavailable to serve as a director, the board may designate a substitute
nominee. In that case, the persons named as proxies will vote for the substitute
nominee designated by the board.
THE BOARD RECOMMENDS THAT YOU VOTE FOR EACH OF THE DIRECTORS NOMINATED.
NOMINEES FOR ELECTION AS DIRECTORS FOR A TERM EXPIRING IN 2001.
JEAN PIERRE COLLARDEAU
Mr. Collardeau, 58, founded Pro Net Link in 1997. From Pro Net Link's
formation until August 8, 2000, he served as Chief Executive Officer, President,
Treasurer, Secretary and a director. From August 8 through September 27, 2000,
Mr. Collardeau served as the Executive Vice-President for Strategic Planning,
Secretary and Treasurer. On September 28, 2000, Mr. Collardeau re-assumed the
duties of Chief Executive Officer and President, while retaining his positions
as Treasurer, Secretary and a member of the board of directors. Mr. Collardeau
has been involved in international trade and finance for more than 30 years. For
the 10 years preceding the founding of Pro Net Link, Mr. Collardeau served as an
independent consultant, supervising commercial operations and foreign
investments, including ventures in the European Community and African developing
countries and advising on government tenders and bids for major infrastructure
projects funded by the World Bank in Washington, D.C. and the African
Development Bank in Abidjan, Ivory Coast.
GLENN ZAGOREN
Mr. Zagoren, 47, has been a director of Pro Net Link since May 1998. From
April 1999 until August 8, 2000, Mr. Zagoren served as Chairman of Pro Net
Link's board of directors, a non-executive officer position. From August 8
through September 27, 2000, Mr. Zagoren served as Co-Chairman of the board of
directors and Executive Vice-President of Pro Net Link. On September 28, 2000,
Mr. Zagoren re-assumed the duties of Chairman of the board of directors and
resigned his position as Executive Vice-President. In 1999, Mr. Zagoren was
appointed to the Industry Functional Advisory Committee on Internet and Trade
for the U.S. Department of Commerce. This appointment runs to March of 2002. Mr.
Zagoren is president and sole shareholder of Zagoren-Zozzora, Inc., a strategic
development and marketing company that has been working with Pro Net Link since
the company's inception (see "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS"
below). Mr. Zagoren has served as president of Zagoren-Zozzora, Inc. since 1979,
and has been involved in international business development and marketing
programs for over 20 years. He has produced marketing projects for the
Principality of Monaco and the government of Israel as well as many global
corporations including JBL/Harman International and Hachette Filipacchi. In
1984, Mr. Zagoren received the "Billboard Magazine Trendsetter of the Year
Award" for his involvement in the launch of CD technology for Sony and Philips.
Mr. Zagoren currently serves on the board of directors of the Tribeca Performing
Arts Center of Manhattan Community College.
AUGUSTE N. FRANCIS VINCENT
Mr. Vincent, 63, has served as a director of Pro Net Link since March 2000.
Mr. Vincent serves as Senior Consultant of Natio-Consultants, a Banque Nationale
de Paris subsidiary specializing in advising banks on strategic and
organizational matters. He also serves as Director of Conseil A Aboudaram, a
Swiss financial firm involved in medium term lending and trade finance, and
advises a Southeast Asian group on investment opportunities in Europe and
Africa. For 38 years, Mr. Vincent served in various capacities at Banque
Nationale de Paris, including Managing Director, Head of Administration and
General Secretary of the Hong Kong branch, Manager for their network in
South-East Asian countries, and Senior Vice-President (Head of
4
<PAGE> 7
the Asia Pacific Division). Mr. Vincent retired from Banque Nationale de Paris
in 1997 with the title of Honorary Director.
HOW ARE DIRECTORS COMPENSATED?
Base Compensation. Pro Net Link pays directors cash compensation as
follows: 1) an annual fee of $10,000, 2) a fee of $1,000 for attendance at each
meeting of the board or $500 for attendance at each board meeting via telephone,
and 3) travel and hotel costs in connection with attendance at board meetings.
Options. Each director is eligible to receive options to purchase shares
of Pro Net Link's common stock under the company's 2000 Stock Plan. For fiscal
year 2000, Mr. Vincent received a stock option grant to purchase 30,000 shares
of common stock at $3.6875 per share. Mr. Collardeau and Mr. Zagoren did not
receive options to purchase Pro Net Link common stock during fiscal 2000.
HOW OFTEN DID THE BOARD MEET DURING FISCAL 2000?
The board of directors of Pro Net Link does not hold regularly scheduled
meetings. Instead, it convenes as needed to address such matters that require
its attention. The board of directors did not meet in person or by telephone
during fiscal 2000. On twelve occasions, the board of directors approved various
actions of the company by unanimous written consent in lieu of a meeting.
WHAT COMMITTEES HAS THE BOARD ESTABLISHED?
The board of directors has not established a standing audit, nominating or
compensation committee. The board of directors performs all functions that might
otherwise be delegated to such committees.
BOARD OF DIRECTOR INTERLOCKS AND INSIDER PARTICIPATION
The compensation Pro Net Link pays to its directors, officers and other
employees is determined at the discretion of the board of directors. Jean Pierre
Collardeau and Glenn Zagoren served as directors of Pro Net Link during the
entire fiscal year 2000. Auguste N. Francis Vincent began serving as a director
in March 2000. During fiscal 2000, Jean Pierre Collardeau was the only executive
officer who participated in deliberations of the board of directors concerning
executive officer compensation. Glenn Zagoren, as Chairman of the Board of Pro
Net Link (a non-executive officer position), also participated in such
deliberations. Mr. Zagoren is also the president and sole shareholder of
Zagoren-Zozzora, Inc., which has a contractual relationship with Pro Net Link
(see "Certain Relationships and Related Transactions" below for a more detailed
explanation). No executive officer of Pro Net Link served on the board of
directors or compensation committee (or other board committee performing
equivalent functions) of any company other than Pro Net Link.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Glenn Zagoren, Chairman of the Board of Directors of Pro Net Link, is the
president and sole shareholder of Zagoren-Zozzora, Inc., a strategic development
and marketing company that has been working with Pro Net Link since its
inception. Zagoren-Zozzora, Inc. provides on-going marketing and business
functions for Pro Net Link including developing marketing plans, general
business consultation, supervision of marketing and investigating and
recommending strategic alliances and other business opportunities. The current
consulting agreement between Pro Net Link and Zagoren-Zozzora, Inc., which
expires in February 2001, provides that Zagoren-Zozzora, Inc. is paid $14,000
per month by Pro Net Link for its services. Through June 30, 2000, Pro Net Link
paid Zagoren-Zozzora, Inc. $152,000. Additionally, prior to fiscal 2000 and in
connection with the services rendered by Mr. Zagoren, in his capacity as
president of Zagoren-Zozzora, Inc., he personally received options to purchase
2,000,000 shares of the common stock of Pro Net Link, (i) 500,000 of which are
currently exercisable at $ 0.25 per share and (ii) 1,500,000 of which are
currently exercisable at $0.33 per share. In accordance with SFAS No. 123, using
the Black Scholes option pricing model, the fair value of such options has been
valued at approximately $1,900,000. The company has recognized non-cash
compensation expense of $1,020,213 with the balance to be amortized over the
remaining period of the consulting agreement (ending in February 2001).
5
<PAGE> 8
STOCK OWNERSHIP
WHO ARE THE LARGEST HOLDERS OF OUR STOCK?
Except as set forth below, Pro Net Link knows of no single person or group
that is the beneficial owner of more than 5% of Pro Net Link's common stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP COMMON STOCK
------------------- ----------------------- ------------
<S> <C> <C>
Evelyne Collardeau......................................... 16,500,000(1) 31.7%
c/o Pro Net Link Corp.
645 Fifth Avenue, Suite 303
New York, NY 10022
Jean Pierre Collardeau..................................... 16,500,000(2) 31.7%
c/o Pro Net Link Corp.
645 Fifth Avenue, Suite 303
New York, NY 10022
</TABLE>
---------------
(1) Includes 10,500,000 shares of common stock of which Jean Pierre Collardeau,
the husband of Mrs. Collardeau, is the record holder. Mrs. Collardeau denies
beneficial ownership of such 10,500,000 shares. Pursuant to a shareholders
agreement, and subsequent amendments thereto, among Jean Pierre Collardeau,
Evelyne Collardeau, Thomas Collardeau, Alvina Collardeau and Pro Net Link,
Ms. Collardeau agreed that she would not sell any of her 6,000,000 shares of
common stock in the public market until after April 2, 2001.
(2) Includes 6,000,000 shares of common stock of which Evelyne Collardeau, the
wife of Mr. Collardeau, is the record holder. Mr. Collardeau denies
beneficial ownership of such 6,000,000 shares. Pursuant to the shareholders
agreement mentioned in note (1) above, Mr. Collardeau agreed that he would
not sell 10,500,000 of his shares of common stock in the public market until
after April 2, 2001.
HOW MUCH COMMON STOCK DO THE DIRECTORS AND EXECUTIVE OFFICERS OWN?
The following table shows the amount of common stock of Pro Net Link
beneficially owned by Pro Net Link's directors, the executive officers of Pro
Net Link named in the Summary Compensation Table below and the directors and
executive officers of Pro Net Link as a group. Except as otherwise indicated,
all information is as of October 12, 2000 and was determined based upon
information listed or contained in filings made by the persons listed below with
the Securities and Exchange Commission. Pro Net Link believes that the
beneficial owners of its common stock listed below have sole investment and
voting power with regard to such shares except as otherwise indicated.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME BENEFICIAL OWNERSHIP CLASS
---- -------------------- ----------
<S> <C> <C>
Jean Pierre Collardeau...................................... 16,500,000(1) 31.7%
Auguste N. Francis Vincent.................................. 30,000(2) *
Glenn Zagoren............................................... 2,000,000(3) 3.7%
David J. Walker............................................. 165,000(4) *
All executive officers and directors as a group (4
persons).................................................. 18,695,000 34.47%
</TABLE>
---------------
* Represents less than 1% of Pro Net Link's outstanding common stock.
(1) Includes 6,000,000 shares of common stock for which Evelyne Collardeau, the
wife of Mr. Collardeau, is the record holder. Mr. Collardeau denies
beneficial ownership of such 6,000,000 shares. Pursuant to a shareholders
agreement, Mr. Collardeau agreed that he would not sell his 10,500,000
shares of common stock in the public market until after April 2, 2001.
(2) Represents options to purchase 30,000 shares of common stock.
(3) Represents options to purchase 2,000,000 shares of common stock.
(4) Represents options to purchase 165,000 shares of common stock.
6
<PAGE> 9
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Pro Net Link's directors and executive officers, and persons who own more than
10% of Pro Net Link's common stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
the common stock and other equity securities of Pro Net Link. Officers,
directors and greater than 10% shareholders are required by Securities and
Exchange Commission regulations to furnish Pro Net Link with copies of all
Section 16(a) reports they file. To our knowledge, based solely on our review of
the copies of such reports furnished to us during the one-year period ended June
30, 2000, certain 16(a) filing requirements applicable to our officers,
directors and greater than 10% beneficial owners were not complied with in a
timely manner by Jean Pierre Collardeau, Evelyne Collardeau, Glenn Zagoren and
David Walker, each of whom did not timely file a Form 5 with the Securities and
Exchange Commission.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See "NOMINEES FOR ELECTION AS DIRECTORS FOR A TERM EXPIRING IN 2001" above
for a description of the background of Pro Net Link's current directors, Jean
Pierre Collardeau, Glenn Zagoren and Auguste N. Francis Vincent.
DAVID J. WALKER
Mr. Walker, 47, has served as Chief Operating Officer and Vice-President
since joining the company in December 1998, except for the period of August 8
through September 27, 2000, when Mr. Walker served solely as Chief Information
Officer. On September 28, 2000, Mr. Walker re-assumed the duties of Chief
Operating Officer and Vice-President, and resigned his position as Chief
Information Officer. Prior to joining Pro Net Link, Mr. Walker spent 15 years at
Unz & Co., where he served as Vice-President of Operations and then
Vice-President of Product Development. Mr. Walker was responsible for creating
products and services such as documentation software, CD-ROMs and seminar
programs geared specifically to international trade. He is a licensed customs
broker.
EXECUTIVE COMPENSATION
The board of directors of Pro Net Link applies the following general
compensation policies when it considers and approves executive compensation,
including grants under the company's 2000 stock plan. As directors of Pro Net
Link, Jean Pierre Collardeau and Glenn Zagoren participate in decision-making
regarding executive officer and employee compensation. For further details,
refer to "BOARD OF DIRECTOR INTERLOCKS AND INSIDER PARTICIPATION" above.
Pro Net Link's philosophy of compensation for executive officers and key
personnel is designed to align the interests of executives with the short- and
long-term interests of Pro Net Link shareholders. Towards that goal, the
compensation program for executives consists of three key elements:
- base salary,
- performance-based bonuses, and
- periodic grants of stock options and common stock.
7
<PAGE> 10
The board of directors believes that this approach best serves the
interests of Pro Net Link and its shareholders. The company operates in a
competitive environment and the board must ensure that executive officers and
other key personnel are compensated in a way that advances both the short- and
long-term interests of shareholders. Under this approach, a significant portion
of the executive's total compensation is tied to performance -- namely, bonuses,
grants of common stock and stock options. Periodic bonuses are based, in
significant part, on an evaluation of the contribution made by the officer to
Pro Net Link's performance. Stock options and grants relate a significant
portion of long-term remuneration directly to stock price appreciation realized
by Pro Net Link's shareholders.
Base Salary: Base salaries for Pro Net Link's senior personnel, as well as
changes in such salaries, are determined after considering numerous factors,
including: competitive salaries, the nature of the position and its importance
to Pro Net Link's success, level of experience, amount of individual
responsibility required and general market practices.
Periodic Bonus: No bonuses were paid for fiscal 2000. Future consideration
of the payment of bonuses to Pro Net Link personnel will be based upon: 1) the
collective achievement of objective goals pertaining to financial and operating
targets and 2) achievement of targets pertaining to the employee's areas of
responsibility. The board periodically evaluates what bonuses, if any, should be
paid to Pro Net Link's employees.
Stock Options and Stock Grants: On February 25, 2000, the board of
directors adopted Pro Net Link's 2000 stock plan, which is described below.
Under the 2000 stock plan, the board may, in its discretion, approve grants of
common stock as well as options to purchase common stock. As of October 12,
2000, the board had not approved any grants of common stock pursuant to the 2000
stock plan. The board has, however, utilized stock options to motivate and
retain executives. The board believes that this form of compensation closely
aligns the executives' interests with those of shareholders and provides an
incentive to building long-term shareholder value. Options are typically granted
at the discretion of the board of directors and are subject to vesting
provisions to encourage executives to remain employed with Pro Net Link. Stock
option grants are based upon that executive's relative position,
responsibilities and his or her anticipated performance. The stock options are
generally granted at the market price on the date of grant and provide value
only if the price of Pro Net Link's common stock is greater than the exercise
price on the date of exercise.
HOW IS THE CHIEF EXECUTIVE OFFICER COMPENSATED?
Mr. Collardeau, as Chief Executive Officer and President of Pro Net Link,
received $75,000 in cash compensation in each of the second, third and fourth
quarters of fiscal 2000. The board of directors did not grant stock options or a
bonus to Mr. Collardeau during fiscal 2000. Mr. Collardeau does not have an
employment agreement with Pro Net Link.
HOW IS THE COMPANY ADDRESSING INTERNAL REVENUE CODE LIMITS ON DEDUCTIBILITY OF
COMPENSATION?
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public corporations for compensation over $1,000,000 paid for any
fiscal year to the individuals named in the Summary Compensation Table. However,
the statute exempts qualifying performance-based compensation from the deduction
limit if certain requirements are met. The board of directors currently intends
to structure performance-based compensation, including stock option grants and
annual bonuses, to executive officers who may in the future be subject to
Section 162(m) in a manner that satisfies those requirements.
The board reserves the authority to award non-deductible compensation as it
may deem appropriate. Because of uncertainty surrounding the interpretation of
Section 162(m), the board can give no assurance, notwithstanding the company's
efforts, that future compensation intended to satisfy the requirements for
deductibility under Section 162(m) will in fact do so.
8
<PAGE> 11
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation earned or paid to Pro
Net Link's executive officers (including Mr. Zagoren, in his capacity as the
president of Zagoren-Zazzora Inc., a company that provides consulting services
to Pro Net Link) for services rendered to Pro Net Link during each of the last
three fiscal years. The information is calculated as of June 30, 2000.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION -------------
----------------- NUMBER OF
FISCAL ANNUAL STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY BONUS GRANTED COMPENSATION
---------------------------- ------ -------- ------ ------------- ------------
<S> <C> <C> <C> <C> <C>
Jean Pierre Collardeau..................... 2000 $225,000 $ 0 0 0
Director, Chief Executive Officer, 1999 $ 0 $ 0 0 0
President, Treasurer and Secretary 1998 $ 0 $ 0 0 0
Glenn Zagoren.............................. 2000 $152,000 $ 0 0 0
Chairman of the Board 1999 $128,000 $ 0 2,000,000 0
1998 $ 50,000 $ 0 0 0
David Walker............................... 2000 $110,000 $ 0 145,000 0
Chief Operating Officer 1999 $ 66,667 $5,000 20,000 0
1998 $ 0 $ 0 0 0
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The table below sets forth information with respect to grants of options to
purchase shares of common stock during fiscal 2000:
<TABLE>
<CAPTION>
PERCENT
OF TOTAL MARKET
EMPLOYEE PRICE ON EXPIRY POTENTIAL REALIZABLE VALUE
OPTIONS OPTION EXERCISE DATE OF DATE OF ---------------------------------
NAME GRANTED(1) GRANTS PRICE GRANT OPTIONS 0% 5% 10%
---- ---------- -------- -------- -------- ------- ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jean Pierre
Collardeau......... 0 0 N/A N/A N/A N/A N/A N/A
Glenn Zagoren........ 0 0 N/A N/A N/A N/A N/A N/A
David Walker(2)...... 20,000 0.27% $0.50 $2.03 None $40,600(3) $ 66,133(3) $ 105,306(3)
125,000 1.69% $4.16 $4.16 2/25/10 $83,200 $846,211 $1,347,449
</TABLE>
---------------
(1) Pro Net Link's board of directors approved the company's 2000 Stock Plan on
February 25, 2000, ratification of which will be considered at the 2000
annual meeting of shareholders.
(2) Pro Net Link issued non-qualifying options to purchase 20,000 shares of
common stock to David Walker on December 31, 1999, which became fully
exercisable on the date of grant, and issued additional options to purchase
125,000 shares of common stock to him on February 25, 2000 (pursuant to the
Pro Net Link Corp. 2000 Stock Plan), which will be fully exercisable on
February 25, 2001.
(3) Calculation of the potential realizable value of the shares underlying these
options, assuming the annualized rates of return specified, from the date of
grant until the expiration of the option, is not possible as there is no
expiry date on the 20,000 options granted to Mr. Walker. These figures
assume, for purposes of comparison, that the options granted to Mr. Walker
expire ten years from the date they were granted.
9
<PAGE> 12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table sets forth information with respect to the value at
October 12, 2000 of unexercised stock options held by the company's executive
officers. There were no stock option exercises during fiscal 2000.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT
NAME YEAR-END FISCAL YEAR-END
---- -------------------- ------------------
<S> <C> <C>
Glenn Zagoren............................................. 500,000(1) $ 797,000(2)
1,500,000(1) $2,271,000(2)
David Walker.............................................. 20,000(1) $ 31,480(2)
20,000(1) $ 26,880(2)
125,000(1) $ 0(2)
</TABLE>
---------------
(1) All unexercised options are presently exercisable, except for the option to
purchase 125,000 shares granted to David Walker, which will be fully
exercisable on February 25, 2001.
(2) The value of in-the money options is determined by comparing their exercise
price to the market value of the shares of common stock underlying such
options at the end of fiscal 2000 (which was $1.844/share).
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total return of Pro Net Link's
common stock with that of the NASDAQ Composite Index and The Street.com Internet
Index from October 16, 1997 (the date the common stock began to trade publicly)
through June 30, 2000. Pro Net Link's fiscal year ends on June 30. The graph
assumes that you invested $100 at the close of market on October 16, 1997 in Pro
Net Link common stock and invested $100 at that same time in each of the
indexes. Following the initial public trading date of the company's shares, data
are as at each quarter end. The comparison assumes that all dividends, if any,
are reinvested. The comparisons in this graph are provided in accordance with
Securities and Exchange Commission disclosure requirements and are not intended
to forecast or be indicative of the future performance of the common stock.
[PERFORMANCE LINE GRAPH]
<TABLE>
<CAPTION>
PRONET LINK CORP. AMEX INTERNET INDEX ($IIX) NASDAQ COMPOSITE
----------------- -------------------------- ----------------
<S> <C> <C> <C>
10/16/97 100.000 100.000 100.000
12/31/97 25.000 86.833 92.392
03/31/98 28.900 116.902 108.003
06/30/98 52.725 134.489 111.478
09/30/98 31.750 140.736 99.658
12/31/98 23.750 266.452 129.008
03/31/99 85.950 410.574 144.817
06/30/99 75.000 420.193 158.039
09/30/99 64.850 434.166 161.571
12/31/99 50.775 770.348 239.419
03/31/00 92.200 834.986 269.044
06/30/00 46.100 665.484 233.347
</TABLE>
ITEM 2 -- APPROVAL OF THE PRO NET LINK CORP. 2000 STOCK PLAN
On February 25, 2000, the board approved the Pro Net Link, Inc. 2000 Stock
Plan (the "2000 Stock Plan"). On August 8, 2000 and October 20, 2000, the board
approved various amendments to the 2000 Stock Plan. The 2000 Stock Plan, as
amended, is subject to the approval of Pro Net Link shareholders at the annual
meeting. 3,000,000 shares of common stock are reserved under the 2000 Stock
Plan, as amended. The 2000 Stock Plan will provide employees, officers,
directors, consultants and advisors of Pro Net Link or its
10
<PAGE> 13
subsidiaries with the opportunity to receive grants of stock options and awards
of restricted stock. As of October 12, 2000, Pro Net Link had a total of eleven
employees, two non-employee directors and approximately nine consultants and
advisors who were eligible to receive options or grants under the 2000 Stock
Plan. Since approval of the 2000 Stock Plan, Pro Net Link has granted options to
purchase approximately 664,000 shares of common stock to its employees and
executive officers and 30,000 shares of common stock to a non-employee director.
See the "New Plan Benefits" table below for additional information regarding
option grants.
The board believes it is in Pro Net Link's best interest to adopt the 2000
Stock Plan. The 2000 Stock Plan is intended to encourage employees to contribute
materially to the growth of the company, thereby benefiting its shareholders,
and aligning the interests of the employees with those of the shareholders. At
the annual meeting, a proposal to approve and adopt the 2000 Stock Plan, as
amended will be presented to Pro Net Link shareholders. If you approve the 2000
Stock Plan, as amended, it will be deemed effective as of February 25, 2000,
which is the date the 2000 Stock Plan was approved by the board of directors.
THE 2000 STOCK PLAN, AS AMENDED, IS SET FORTH IN ANNEX A TO THIS PROXY
STATEMENT. THE FOLLOWING DESCRIPTION OF THE 2000 STOCK PLAN IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO ANNEX A.
SUMMARY OF THE 2000 STOCK PLAN
The 2000 Stock Plan will be administered by the board of directors, which
will have the sole authority to determine the individuals that receive grants;
to determine the type, size and terms of grants, the timing of grants and the
period during which grants will be exercisable or when restrictions will lapse;
to amend the terms of previously issued grants; and to deal with any other
matters arising under the 2000 Stock Plan.
The number of shares reserved for issuance under the 2000 Stock Plan is
3,000,000 shares of common stock. All shares subject to grants that expire or
are cancelled, surrendered or terminated for any reason will be available for
new grants under the Stock Plan.
All of Pro Net Link's employees will be eligible to participate in the 2000
Stock Plan, including employees who are officers or members of the board. Pro
Net Link's non-employee directors, as well as certain consultants and advisors
who perform services for Pro Net Link or its subsidiaries, will also be eligible
to participate in the 2000 Stock Plan.
The 2000 Stock Plan permits grants of incentive stock options, nonqualified
stock options and stock awards.
Incentive stock options may be granted only to employees. Nonqualified
stock options may be granted to employees, non-employee directors, consultants
and advisors. The exercise price underlying options will be determined by the
board of directors. The exercise price for non-qualified stock options may be
equal to, greater than, or less than the fair market value of Pro Net Link's
stock on the date of grant. The exercise price for incentive stock options may
be equal to, or greater than, the fair market value of Pro Net Link's stock on
the date of grant, and an incentive stock option granted to a 10% shareholder
must have an exercise price of not less than 110% of the fair market value of
Pro Net Link's stock on the date of grant.
Participants may pay the exercise price of an option by (i) cash, (ii) with
the approval of the board of directors, by delivering shares of common stock
owned by the grantee, or (iii) by such other method as the board of directors
may approve.
Options will become exercisable according to the terms and conditions
determined by the board of directors and specified in the grant instrument. The
board of directors will determine the term of each option, up to a maximum
ten-year term. The term of an incentive stock option granted to an employee who
owns more than 10% of Pro Net Link's stock may not exceed five years from the
date of grant. Options may be exercised while the grantee is an employee,
consultant, advisor or member of the board, or within a specified period of time
after termination of employment or service, in accordance with the terms of the
option instrument.
11
<PAGE> 14
The board of directors may issue shares of common stock to employees,
consultants, advisors and non-employee directors subject to restrictions or no
restrictions. If a grantee's employment or service terminates during any
restriction period, or if any other conditions are not met, the board of
directors may make the stock award subject to forfeiture.
Grants of non-qualified options and grants of common stock under the 2000
Stock Plan may be transferred if the applicable agreement so provides.
The board may amend or terminate the 2000 Stock Plan at any time. However,
the board may not make any amendment without shareholder approval if such
approval is required under the applicable provisions of the Internal Revenue
Code or other legal requirements. The 2000 Stock Plan will terminate on the day
next preceding the tenth anniversary of its effective date, unless the board
terminates the 2000 Stock Plan earlier or extends it with the approval of the
shareholders.
The 2000 Stock Plan provides that in the event of a merger, consolidation,
asset sale or liquidation, the board of directors may take any of the following
actions: (i) require that all outstanding options be assumed by or replaced with
comparable options of the surviving company, (ii) upon written notice to the
optionees, provide that all unexercised options will terminate immediately prior
to the consummation of such transaction unless exercised by the optionee within
a specified period following the notice, (iii) in the event of a merger under
the terms of which holders of the common stock will receive upon consummation
thereof a cash payment for each share surrendered in the merger, provide a cash
payment of an amount equal to the difference between (A) the merger price times
the number of shares of common stock subject to such outstanding options and (B)
the aggregate exercise price of all such outstanding options, in exchange for
the termination of such options, or (iv) provide that all outstanding options
shall become exercisable in full immediately prior to such event.
FEDERAL INCOME TAX CONSEQUENCES
The current federal income tax consequences of grants under the 2000 Stock
Plan are generally described below. This description of tax consequences is
based on the Internal Revenue Code as presently in effect, which is subject to
change, and is not intended to be a complete description of the federal income
tax aspects of options and stock awards under the 2000 Stock Plan.
NONQUALIFIED STOCK OPTIONS
An optionee will not be subject to federal income tax upon the grant of a
nonqualified stock option. Upon the exercise of a nonqualified stock option, the
optionee will recognize ordinary compensation income in an amount equal to the
excess, if any, of the then fair market value of the shares acquired over the
exercise price. Pro Net Link will generally be able to take a deduction with
respect to this compensation income for federal income tax purposes. The
optionee's tax basis in the shares acquired will equal the exercise price plus
the amount taxable as compensation to the optionee. Upon a sale of the shares
acquired upon exercise, any gain or loss is generally long-term or short-term
capital gain or loss, depending on how long the shares are held. The required
holding period for long-term capital gain or loss is presently more than one
year. The optionee's holding period for shares acquired upon exercise will begin
on the date of exercise.
INCENTIVE STOCK OPTIONS
An optionee who receives incentive stock options generally incurs no
federal income tax liability at the time of grant or upon exercise of the
options. However, the excess, if any, of the fair market value of the shares
acquired over the exercise price will be an item of tax preference which may
give rise to alternative minimum tax liability at the time of exercise. If the
optionee does not dispose of the shares before the date that is two years from
the date of grant and one year from the date of exercise, the difference between
the exercise price and the amount realized upon disposition of the shares will
constitute long-term capital gain or loss, as the case may be. Assuming both
holding periods are satisfied, no deduction will be allowable to Pro Net Link
for federal income tax purposes in connection with the option. If, within two
years of the date of grant or within one year from the date of exercise, the
holder of shares acquired upon exercise of an incentive stock option
12
<PAGE> 15
disposes of the shares, the optionee will generally realize ordinary
compensation income at the time of the disposition equal to the difference
between the exercise price and the lesser of the fair market value of the stock
on the date of exercise or the amount realized on the disposition. The amount
realized upon such a disposition will generally be deductible by Pro Net Link
for federal income tax purposes.
STOCK AWARDS
If a grantee receives an unrestricted stock award, the grantee will
recognize compensation income upon the grant of the stock award. If a grantee
receives a restricted stock award, the grantee normally will not recognize
taxable income upon receipt of the stock award until the stock is transferable
by the grantee, or is no longer subject to a substantial risk of forfeiture,
whichever occurs earlier. When the stock is either transferable or no longer
subject to a substantial risk of forfeiture, the grantee will recognize
compensation income in an amount equal to the fair market value of the shares
(less any amount paid for such shares) at that time. A grantee may, however,
elect to recognize ordinary compensation income in the year the stock award is
granted in an amount equal to the fair market value of the shares (less any
amount paid for the shares) at that time, determined without regard to the
restrictions. Pro Net Link will generally be entitled to a corresponding
deduction at the same time, and in the same amount, as the grantee recognizes
compensation income with respect to a stock award. Any gain or loss recognized
by the grantee upon subsequent disposition of the shares will be capital gain or
loss.
TAX DEDUCTIBILITY UNDER SECTION 162(m)
Section 162(m) of the Internal Revenue Code disallows a public company's
deductions for employee compensation exceeding $1,000,000 per year for the chief
executive officer and the four other most highly compensated executives. Section
162(m) contains an exception for performance-based compensation that meets
specific requirements. The 2000 Stock Plan is intended to permit all options to
qualify as performance-based compensation.
FUTURE GRANTS
At present, the board of directors does not have definitive plans for
granting of awards under the 2000 Stock Plan. No determination has been made as
to the number of stock options or stock awards to be granted, or the number or
identity of optionees or recipients of awards.
NEW PLAN BENEFITS
The following table sets forth the new plan benefits that will accrue to
the named individuals and groups if the proposal to approve the Pro Net Link
2000 Stock Plan is approved at the annual meeting.
2000 STOCK PLAN
<TABLE>
<CAPTION>
NAME AND POSITION DOLLAR VALUE ($) NUMBER OF UNITS
----------------- ---------------- ---------------
<S> <C> <C>
Jean Pierre Collardeau, President........................... $0 0
Glenn Zagoren, Chairman of the Board........................ $0 0
David Walker, Chief Operating Officer....................... $0* 125,000
Executive Group............................................. $0* 125,000
Non-Executive Director Group................................ $0* 30,000
Non-Executive Officer Employee Group........................ $0* 539,000**
</TABLE>
---------------
* The dollar value is computed to be the difference between the exercise price
of the shares of common stock underlying the option and the closing price of
such shares on the date such options were granted. Because, under the terms
of the option grants, the exercise price of the shares of common stock
underlying the options is the same as the closing price of such shares on the
date of option grant, the dollar value of such options is $0.
13
<PAGE> 16
** This figure does not include certain options to purchase 90,000 shares of
common stock that were granted during fiscal 2000 and were subsequently
cancelled prior to exercise.
The closing price of Pro Net Link's stock as reported on the NASDAQ
Over-the-Counter Bulletin Board on October 12, 2000 was $0.75.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE 2000 STOCK PLAN.
ITEM 3 -- APPROVAL OF APPOINTMENT OF FELDMAN SHERB & CO., P.C., AS THE COMPANY'S
INDEPENDENT AUDITORS
We selected Feldman Sherb & Co., P.C., as our independent auditors for the
fiscal year ending June 30, 2001. We are submitting our selection of independent
auditors for ratification by the shareholders at the Annual Meeting. Feldman
Sherb & Co., P.C., has audited our financial statements since April 8, 1998.
Pro Net Link's by-laws do not require that the shareholders ratify the
selection of our independent auditors. If the shareholders do not ratify the
selection, the board of directors will reconsider its choice of independent
auditors. Even if the selection is ratified, the board of directors may change
the appointment if such change would be in the best interests of the company.
THE BOARD RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF
FELDMAN SHERB & CO., P.C.
OTHER MATTERS
As of the date of this proxy statement, the board knows of no business that
will be presented for consideration at the annual meeting other than the items
referred to above. If any other matter is properly brought before the meeting
for action by shareholders, proxies properly completed and returned to Pro Net
Link will be voted in accordance with the recommendation of the board of
directors or, in the absence of such a recommendation, in accordance with the
judgment of the proxy holder.
A COPY OF THE ANNUAL REPORT ON FORM 10-K OF PRO NET LINK FOR THE FISCAL
YEAR ENDED JUNE 30, 2000, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO BUT EXCLUDING EXHIBITS) IS
BEING MAILED WITH THIS PROXY STATEMENT. COPIES OF THE EXHIBITS TO THE ENCLOSED
REPORT ON FORM 10-K MAY BE OBTAINED BY SHAREHOLDERS WITHOUT CHARGE BY WRITTEN
REQUEST ADDRESSED TO: PRO NET LINK CORP., 645 FIFTH AVENUE, SUITE 303, NEW YORK,
NEW YORK, 10022, ATTENTION: GLENN ZAGOREN, INVESTOR RELATIONS (TELEPHONE:
212-688-8838).
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Shareholders interested in submitting a proposal for inclusion in the proxy
materials for the annual meeting of shareholders in 2001 may do so by submitting
a proposal in writing to the Secretary of Pro Net Link. In submitting proposals,
shareholders must follow the procedures prescribed in Rule 14a-8 under the
Securities Exchange Act of 1934. That regulation requires, among other things,
that a proposal, to be included in Pro Net Link's proxy statement for its annual
meeting in 2001, must be received by Pro Net Link no later than June 28, 2001.
14
<PAGE> 17
In addition, if a shareholder presents a matter for action at Pro Net
Link's 2001 annual meeting without providing Pro Net Link with notice of such
matter by September 11, 2001, shares represented by proxies at the 2001 annual
meeting solicited by the board of directors may be voted in the discretion of
such proxies.
By order of the Board of Directors,
/s/ Jean Pierre Collardeau
--------------------------------------
JEAN PIERRE COLLARDEAU
President and Treasurer
October 26, 2000
15
<PAGE> 18
ANNEX A
PRO NET LINK CORP. 2000 STOCK PLAN
1. PURPOSE. The purpose of this plan (the "Plan") is to secure for Pro Net
Link Corp. (the "Company") and its shareholders the benefits arising from
capital stock ownership by employees, officers and directors of, and consultants
or advisors to, the Company who are expected to contribute to the Company's
future growth and success. Under the Plan recipients may be awarded both (i)
Options (as defined in Section 2.1) to purchase the Company's common stock, par
value $.01 per share ("Common Stock") and (ii) shares of the Company's Common
Stock ("Grant Stock"). Except where the context otherwise requires, the term
"Company" shall include the parent and all future subsidiaries of the Company as
defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended or replaced from time to time (the "Code"). Those provisions of the Plan
which make express reference to Section 422 shall apply only to Incentive Stock
Options (as that term is defined in the Plan).
2. TYPES OF AWARDS AND ADMINISTRATION.
2.1 OPTIONS. Options granted pursuant to the Plan ("Options") shall be
authorized by action of the Board of Directors of the Company and may be either
incentive stock options ("Incentive Stock Options") meeting the requirements of
Section 422 of the Code or non-qualified Options which are not intended to meet
the requirements of Section 422 of the Code. All Options when granted are
intended to be non-qualified Options, unless the applicable Option Agreement (as
defined in Section 5.1) explicitly states that the Option is intended to be an
Incentive Stock Option. If an Option is intended to be an Incentive Stock
Option, and if for any reason such Option (or any portion thereof) shall not
qualify as an Incentive Stock Option, then, to the extent of such
nonqualification, such Option (or portion thereof) shall be regarded as a
non-qualified Option appropriately granted under the Plan provided that such
Option (or portion thereof) otherwise meets the Plan's requirements relating to
non-qualified Options. The vesting of Options may be conditioned upon the
completion of a specified period of employment with the Company and/or such
other conditions or events as the Board may determine.
2.2 GRANT STOCK. Shares of the Grant Stock issued pursuant to the Plan
shall be authorized by the Board of Directors and may be free from restrictions
or may be subject to such conditions and restrictions as the Board may
determine. The vesting of Grant Stock may be conditioned upon the completion of
a specified period of employment with the Company and/or such other conditions
or events as the Board may determine, and any unvested Grant Stock may be made
subject to forfeiture upon termination of employment or the occurrence of other
events.
2.3 ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company whose construction and interpretation of the terms and
provisions of the Plan shall be final and conclusive. The Board of Directors may
in its sole discretion issue Grant Stock and grant Options to purchase shares of
Common Stock, and issue shares upon exercise of such Options as provided in the
Plan. The Board shall have authority, subject to the express provisions of the
Plan, to construe the respective Grant Stock Agreements (as defined in Section
5.2), Option Agreements and the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of the
respective Grant Stock Agreements and Option Agreements, and to make all other
determinations in the judgment of the Board of Directors necessary or desirable
for the administration of the Plan. The Board of Directors may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any Grant Stock Agreement or Option Agreement in the manner and to the extent it
shall deem expedient to carry the Plan into effect and it shall be the sole and
final judge of such expediency. No director or person acting pursuant to
authority delegated by the Board of Directors shall be liable for any action or
determination under the Plan made in good faith. The Board of Directors may, to
the full extent permitted by or consistent with applicable laws or regulations
(including, without limitation, applicable state law), delegate any or all of
its powers under the Plan to a committee (the "Committee") appointed by the
Board of Directors, and if the Committee is so appointed all references to the
Board of Directors in the Plan shall mean and relate to such Committee.
<PAGE> 19
3. ELIGIBILITY. Options may be granted, and Grant Stock may be issued, to
persons who are, at the time of such grant or issuance, employees, officers or
directors of, or consultants or advisors to, the Company; provided, that the
class of persons to whom Incentive Stock Options may be granted shall be limited
to employees of the Company.
4. STOCK SUBJECT TO PLAN. Subject to adjustment as provided in Section 14
below, the maximum number of shares of Common Stock of the Company, which may be
issued under the Plan, shall not exceed an aggregate of 3,000,000. If an Option
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares subject to such Option shall again be available for
subsequent Option or Grant Stock awards under the Plan. If shares of Grant Stock
shall be forfeited to, or otherwise repurchased by, the Company pursuant to a
Grant Stock Agreement, such purchased shares subject to such Grant Stock
Agreement shall again be available for subsequent Option or Grant Stock awards
under the Plan. If shares issued upon exercise of an Option are tendered to the
Company in payment of the exercise price of an Option, such tendered shares
shall again be available for subsequent Option or Grant Stock awards under the
Plan.
5. FORMS OF GRANT STOCK AGREEMENTS AND OPTION AGREEMENTS.
5.1 OPTION AGREEMENT. As a condition to the grant of an Option, each
recipient of an Option shall execute an option agreement ("Option Agreement") in
such form not inconsistent with the Plan as may be approved by the Board of
Directors. Such Option Agreements may differ among recipients.
5.2 GRANT STOCK AGREEMENT. As a condition to the issuance of Grant Stock,
each recipient thereof shall execute an agreement ("Grant Stock Agreement") in
such form not inconsistent with the Plan as may be approved by the Board of
Directors. Such Grant Stock Agreements may differ among recipients and need not
be entitled "Grant Stock Agreements."
5.3 "STAND-OFF" AGREEMENT. Unless the Board of Directors specifies
otherwise, each Grant Stock Agreement and Option Agreement shall provide that
upon the request of the Company or the managing underwriter(s), the holder of
any Option or the purchaser of any Grant Stock shall, in connection with an
initial public offering of the Company's Common Stock, agree in writing that for
a period of time (not to exceed 180 days) from the effective date of the
Securities and Exchange Commission registration statement for such offering, the
holder or purchaser will not sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any shares of the Company's
Common Stock owned or controlled by him.
6. PURCHASE PRICE.
6.1 GENERAL. The purchase price per share of Grant Stock and per share of
stock deliverable upon the exercise of an Option shall be determined by the
Board of Directors, provided, however, that in the case of an Incentive Stock
Option, the exercise price shall not be less than 100% of the fair market value
of such stock, as determined by the Board of Directors, at the time of grant of
such Option, or less than 110% of such fair market value in the case of Options
described in Section 11.2.
6.2 PAYMENT OF PURCHASE PRICE. Option Agreements may provide for the
payment of the exercise price by delivery of cash or a check to the order of the
Company in an amount equal to the exercise price of such Options, or, to the
extent provided in the applicable Option Agreement, (i) by delivery to the
Company of shares of Common Stock of the Company already owned by the optionee
for a period of six months having a fair market value equal in amount to the
exercise price of the Options being exercised, (ii) by any other means
(including, without limitation, by delivery of a promissory note of the optionee
payable on such terms as are specified by the Board of Directors) which the
Board of Directors determines are consistent with the purpose of the Plan and
with applicable laws and regulations or (iii) by any combination of such methods
of payment. The fair market value of any shares of the Company's Common Stock or
other non-cash consideration, which may be delivered upon exercise of an Option,
shall be determined by the Board of Directors. Grant Stock Agreements may
provide for the payment of any purchase price in any manner approved by the
Board of Directors at the time of authorizing the issuance thereof.
7. OPTION PERIOD. Each Option and all rights thereunder shall expire on
such date as shall be set forth in the applicable Option Agreement, provided
that, in any event, in the case of an Incentive Stock Option, such
A-2
<PAGE> 20
date shall not be later than 10 years after the date on which the Option is
granted (or five years in the case of Options described in Section 11.2), and,
in the case of non-qualified Options, not later than 10 years after the date on
which the Option is granted, and, in either case, shall be subject to earlier
termination as provided in the Plan.
8. EXERCISE OF OPTIONS. Each Option shall be exercisable either in full or
in installments at such time or times and during such period as shall be set
forth in the agreement evidencing such Option, subject to the provisions of the
Plan.
9. NONTRANSFERABILITY OF OPTIONS. No Option shall be assignable or
transferable by the person to whom it is granted, either voluntarily or by
operation of law, except by will or the laws of descent and distribution. During
the life of an optionee, an Option held by him or her shall be exercisable only
by the optionee. Notwithstanding the foregoing, non-qualified Options and shares
of Grant Stock may be transferred if the applicable Option Agreement or Grant
Stock Agreement so provides.
10. EFFECT OF TERMINATION. No Incentive Stock Option may be exercised
unless, at the time of such exercise, the optionee is, and has continuously
since the date of grant of his or her Incentive Stock Option been, employed by
the Company, except that, unless the Option Agreement or instrument expressly
provides otherwise:
10.1 the Incentive Stock Option may be exercised within the period of
thirty days after the date the optionee ceases to be an employee of the Company
(or within such other period as may be specified in the applicable Option
Agreement);
10.2 if the optionee dies while in the employ of the Company, the Incentive
Stock Option may be exercised in full by the person to whom it is transferred by
will or the laws of descent and distribution within the period of 180 days after
the date of death (or within such other period as may be specified in the
applicable Option Agreement); and
10.3 if the optionee becomes disabled (within the meaning of Section
22(e)(3) of the Code or any successor provision thereto) while in the employ of
the Company, the Incentive Stock Option may be exercised in full within the
period of 180 days after the date the optionee ceases to be such an employee
because of such disability (or within such other period as may be specified in
the applicable Option Agreement);
provided, however, that in no event may any Incentive Stock Option be exercised
after the expiration date of the Incentive Stock Option. For all purposes of the
Plan and any Incentive Stock Option granted hereunder, "employment" shall be
defined in accordance with the provisions of Section 1.421-7(h) of the Income
Tax Regulations (or any successor regulations).
A non-qualified Option granted to an employee shall be subject to the
foregoing provisions of this Section 10 as if it were an Incentive Stock Option,
but a non-qualified Option may also be exercised so long as the optionee
maintains a relationship with the Company as a director, consultant or adviser,
unless the Option Agreement provides otherwise. A non-qualified Option granted
to a consultant or advisor of the Company may be exercised after the termination
of such relationship in accordance with the terms of the Option Agreement.
11. INCENTIVE STOCK OPTIONS. Options that are intended to be Incentive
Stock Options shall be subject to the following additional terms and conditions:
11.1 EXPRESS DESIGNATION. All Incentive Stock Options shall, at the time of
grant, be specifically designated as such in the Option Agreement covering such
Incentive Stock Options.
11.2 10% SHAREHOLDER. If any employee to whom an Incentive Stock Option is
to be granted is, at the time of the grant of such Option, the owner of stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company (after taking into account the attribution of stock
ownership rules
A-3
<PAGE> 21
of Section 424(d) of the Code), then the following special provisions shall be
applicable to the Incentive Stock Option granted to such individual:
11.2.1 the purchase price per share of the Common Stock subject to such
Incentive Stock Option shall not be less than 110% of the fair market value of
one share of Common Stock at the time of grant; and
11.2.2 the option exercise period shall not exceed five years from the date
of grant.
11.3 DOLLAR LIMITATION. For so long as the Code shall so provide, Options
granted to any employee under the Plan which are intended to constitute
Incentive Stock Options shall not constitute Incentive Stock Options to the
extent that such Options, in the aggregate, become exercisable for the first
time in any one calendar year for shares of Common Stock with an aggregate fair
market value (determined as of the respective date or dates of grant) of more
than $100,000.
12. ADDITIONAL PROVISIONS.
12.1 ADDITIONAL PROVISIONS. The Board of Directors may, in its sole
discretion, include additional provisions in Grant Stock Agreements and Option
Agreements, including, without limitation, restrictions on transfer, rights of
the Company to repurchase shares of Grant Stock or shares of Common Stock
acquired upon exercise of Options, commitments to pay cash bonuses, to make,
arrange for or guaranty loans or to transfer other property to optionees upon
exercise of Options, or such other provisions as shall be determined by the
Board of Directors; provided that such additional provisions shall not be
inconsistent with any other term or condition of the Plan and such additional
provisions shall not be such as to cause any Incentive Stock Option to fail to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code.
12.2 ACCELERATION, EXTENSION, ETC. The Board of Directors may, in its sole
discretion, (i) accelerate the date or dates on which all or any particular
Option or Options may be exercised or (ii) extend the dates during which all, or
any particular, Option or Options may be exercised; provided, however, that no
such extension shall be permitted if it would cause the Plan to fail to comply
with Section 422 of the Code.
13. RIGHTS AS A SHAREHOLDER. The holder of an Option shall have no rights
as a shareholder with respect to any shares covered by the Option (including,
without limitation, any rights to receive dividends or non-cash distributions
with respect to such shares) until the date of issue of a stock certificate to
him or her for such shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
issued.
14. ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS AND RELATED TRANSACTIONS.
14.1 GENERAL. If, through or as a result of any merger, consolidation,
sale of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment may be made in (x) the maximum number
and kind of shares reserved for issuance under the Plan, (y) the number and kind
of shares or other securities subject to any then outstanding Options, and (z)
the price for each share subject to any then outstanding Options, without
changing the aggregate purchase price as to which such Options remain
exercisable. Notwithstanding the foregoing, no adjustment shall be made pursuant
to this Section 14 if such adjustment would cause the Plan to fail to comply
with Section 422 of the Code.
14.2 BOARD AUTHORITY TO MAKE ADJUSTMENTS. Any adjustments under this
Section 14 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.
15. MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC.
15.1 GENERAL. In the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other
A-4
<PAGE> 22
property of any other corporation or business entity, or in the event of a
liquidation of the Company, the Board of Directors of the Company, or the board
of directors of any corporation assuming the obligations of the Company, may, in
its discretion, take any one or more of the following actions, as to some or all
outstanding Options (and need not take the same action as to each such Option):
(i) provide that such Options shall be assumed, or equivalent Options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), provided that any such Options substituted for Incentive Stock Options
shall meet the requirements of Section 424(a) of the Code, (ii) upon written
notice to the optionees, provide that all unexercised Options will terminate
immediately prior to the consummation of such transaction unless exercised by
the optionee (to the extent otherwise then exercisable) within a specified
period following the date of such notice, (iii) in the event of a merger under
the terms of which holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in the merger
(the "Merger Price"), make or provide for a cash payment to the optionees equal
to the difference between (A) the Merger Price times the number of shares of
Common Stock subject to such outstanding Options (to the extent then exercisable
at prices not in excess of the Merger Price) and (B) the aggregate exercise
price of all such outstanding Options, in exchange for the termination of such
Options and (iv) provide that all or any outstanding Options shall become
exercisable in full immediately prior to such event.
15.2 SUBSTITUTE OPTIONS. The Company may grant Options in substitution for
Options held by employees of another corporation who become employees of the
Company, or a subsidiary of the Company, as the result of a merger or
consolidation of the employing corporation with the Company or a subsidiary of
the Company, or as a result of the acquisition by the Company, or one of its
subsidiaries, of property or stock of the employing corporation. The Company may
direct that substitute Options be granted on such terms and conditions as the
Board of Directors considers appropriate in the circumstances.
15.3 GRANT STOCK. In the event of a business combination or other
transaction of the type detailed in Section 15.1, any securities, cash or other
property received in exchange for shares of Grant Stock shall continue to be
governed by the provisions of any Grant Stock Agreement pursuant to which they
were issued, including any provision regarding vesting, and such securities,
cash, or other property may be held in escrow on such terms as the Board of
Directors may direct, to insure compliance with the terms of any such Grant
Stock Agreement.
16. NO SPECIAL EMPLOYMENT RIGHTS. Nothing contained in the Plan or in any
Option or Grant Stock Agreement shall confer upon any optionee any right with
respect to the continuation of his or her employment by the Company or interfere
in any way with the right of the Company at any time to terminate such
employment or to increase or decrease the compensation of the optionee.
17. OTHER EMPLOYEE BENEFITS. The amount of any compensation deemed to be
received by an employee as a result of the issuance of shares of Grant Stock or
the grant or exercise of an Option or the sale of shares received upon such
award or exercise will not constitute compensation with respect to which any
other employee benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board of Directors.
18. AMENDMENT OF THE PLAN.
18.1 The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect, except that if at any time the approval of the
shareholders of the Company is required under Section 422 of the Code or any
successor provision with respect to Incentive Stock Options, the Board of
Directors may not effect such modification or amendment without such approval.
18.2 The termination or any modification or amendment of the Plan shall
not, without the consent of an optionee, affect his or her rights under an
Option previously granted to him or her. With the consent of the recipient of
Grant Stock or optionee affected, the Board of Directors may amend outstanding
Grant Stock Agreements or Option Agreements in a manner not inconsistent with
the Plan. The Board of Directors shall
A-5
<PAGE> 23
have the right to amend or modify the terms and provisions of the Plan and of
any outstanding Incentive Stock Options to the extent necessary to qualify any
or all such Options for such favorable federal income tax treatment (including
deferral of taxation upon exercise) as may be afforded incentive stock options
under Section 422 of the Code.
19. WITHHOLDING. The Company shall have the right to deduct from payments
of any kind otherwise due to the optionee any federal, state or local taxes of
any kind required by law to be withheld with respect to issuance of any shares
of Grant Stock or shares issued upon exercise of Options. Subject to the prior
approval of the Company, which may be withheld by the Company in its sole
discretion, the obligor may elect to satisfy such obligations, in whole or in
part, (i) by causing the Company to withhold shares of Common Stock otherwise
issuable or (ii) by delivering to the Company shares of Common Stock already
owned by the obligor. The shares so delivered or withheld shall have a fair
market value equal to such withholding obligation. The fair market value of the
shares used to satisfy such withholding obligation shall be determined by the
Company as of the date that the amount of tax to be withheld is to be
determined. A person who has made an election pursuant to this Section 19 may
only satisfy his or her withholding obligation with shares of Common Stock which
are not subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirements.
20. EFFECTIVE DATE AND DURATION OF THE PLAN.
20.1 EFFECTIVE DATE. The Plan shall become effective when adopted by the
Board of Directors, but no Incentive Stock Option shall become exercisable
unless and until the Plan shall have been approved by the Company's
shareholders. If such shareholder approval is not obtained within twelve months
after the date of the Board's adoption of the Plan, no Options previously
granted under the Plan shall be deemed to be Incentive Stock Options and no
Incentive Stock Options shall be granted thereafter. Amendments to the Plan not
requiring shareholder approval shall become effective when adopted by the Board
of Directors; amendments requiring shareholder approval (as provided in Section
18) shall become effective when adopted by the Board of Directors, but no
Incentive Stock Option granted after the date of such amendment shall become
exercisable (to the extent that such amendment to the Plan was required to
enable the Company to grant such Incentive Stock Option to a particular
optionee) unless and until such amendment shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Incentive Stock
Options granted on or after the date of such amendment shall terminate to the
extent that such amendment to the Plan was required to enable the Company to
grant such Option to a particular optionee. Subject to this limitation, Options
may be granted under the Plan at any time after the effective date and before
the date fixed for termination of the Plan.
20.2 TERMINATION. Unless sooner terminated in accordance with Section 15
or by the Board of Directors, the Plan shall terminate upon the close of
business on the day next preceding the tenth anniversary of the date of its
adoption by the Board of Directors.
21. PROVISION FOR FOREIGN PARTICIPANTS. The Board of Directors may,
without amending the Plan, modify the terms of Option or Grant Stock Agreements
to differ from those specified in the Plan with respect to participants who are
foreign nationals or employed outside the United States to recognize differences
in laws, rules, regulations or customs of such foreign jurisdictions with
respect to tax, securities, currency, employee benefit or other matters.
22. REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any shares under any Option if the issuance of such shares shall
constitute a violation by the optionee or by the Company of any provisions of
any law or regulation of any governmental authority. In addition, in connection
with the Securities Act of 1933, as now in effect or hereafter amended (the
"Act"), the Company shall not be required to issue any shares upon exercise of
any Option unless the Company has received evidence satisfactory to it to the
effect that the holder of such Option will not transfer such shares except
pursuant to a registration statement in effect under the Act or unless an
opinion of counsel satisfactory to the Company has been received by the Company
to the effect that such registration is not required in connection with any such
transfer. Any determination in this connection by the Board shall be final,
binding and conclusive. In the event the shares issuable on exercise of an
Option are not registered under the Act or under the securities laws of
A-6
<PAGE> 24
each relevant state or other jurisdiction, the Company may imprint on the
certificate(s) appropriate legends that counsel for the Company considers
necessary or advisable to comply with the Act or any such state or other
securities law. The Company may register, but in no event shall be obligated to
register, any securities covered by the Plan pursuant to the Act; and in the
event any shares are so registered the Company may remove any legend on
certificates representing such shares. The Company shall not be obligated to
take any affirmative action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority.
23. GOVERNING LAW. This Plan and each Option shall be governed by the laws
of the State of Nevada, without regard to its principles of conflicts of law.
A-7
<PAGE> 25
REVOCABLE PROXY
PRO NET LINK CORP.
645 Fifth Avenue
Suite 303
New York, New York 10022
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING - DECEMBER 4, 2000
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
The undersigned hereby appoints Jean Pierre Collardeau and Glenn Zagoren, or
either of them, as Proxy or Proxies of the undersigned with full power of
substitution to attend and represent the undersigned at the annual meeting of
the shareholders of Pro Net Link Corp. to be held on December 4, 2000, and at
any adjournments thereof, and to vote thereat the number of shares of the common
stock of Pro Net Link Corp. the undersigned would be entitled to vote if
personally present, in accordance with the instructions set forth in this proxy
card. Any proxy heretofore given by the undersigned with respect to such shares
of common stock is hereby revoked.
(Continued, and to be signed on reverse side)
<PAGE> 26
ANNUAL MEETING OF SHAREHOLDERS of
PRO NET LINK CORP.
Grand Hyatt New York
Park Avenue at Grand Central Station
(on 42nd Street between Lexington Avenue and Park Avenue)
New York, NY 10017
December 4, 2000
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
Please call toll-free 1-800-PROXIES and follow the Instructions. Have your
control number and the proxy card available when you call.
TO VOTE BY INTERNET
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.
___________________________________
YOUR CONTROL NUMBER IS | |
|___________________________________|
Please Detach and Mail in the Envelope Provided
PLEASE MARK YOUR VOTE AS INDICATED IN THIS EXAMPLE [X]
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for all
to the contrary nominees listed
below) at right
___ ___
1. ELECTION | | | | Nominees:
OF | | | | Jean Pierre Collardeau
DIRECTORS |___| |___| Glenn Zagoren
Auguste Francis Vincent
To withhold authority to vote for any individual
nominee, mark "FOR" and write the name of the
nominee or nominees with regard to whom you wish
to withhold authority on the space provided below:
--------------------------------------------------
2. APPOINTMENT OF INDEPENDENT AUDITORS
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
3. ADOPTION OF THE PRO NET LINK 2000 STOCK PLAN
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
4. OTHER MATTERS
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR AT ANY ADJOURNMENTS OR
POSTPONEMENTS OF THE MEETING.
IF YOU DO NOT SPECIFY HOW YOU WISH TO VOTE, THE PROXIES WILL VOTE FOR EACH
NOMINEE AND FOR PROPOSALS 2 AND 3, AND IN THEIR DISCRETION AS TO ANY OTHER
MATTER PROPERLY PRESENTED AT THE MEETING.
PLEASE CHECK IF YOU PLAN TO ATTEND THE MEETING [ ]
PLEASE MARK, DATE AND SIGN THIS PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE.
SIGNATURE____________________ SIGNATURE____________________ DATE_______, 2000
IF HELD JOINTLY
NOTE: PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR NAME APPEARS ON THIS CARD.
Include your title if you are signing as an attorney, executor, administrator,
trustee or guardian, or on behalf of a corporation or partnership. All joint
owners must sign.
