SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED
IN PROXY STATEMENT.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check
the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
JVWEB, INC.
................................................................................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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>
JVWEB, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 16, 2001
To All Stockholders in
JVWeb, Inc.
A Special Meeting of Stockholders (the "Special Meeting") of JVWeb, Inc., a
Delaware corporation (the "Company"), will be held on Tuesday January 16, 2001
at Doubletree Guest Suites located at 5353 Westheimer Road, Houston, Texas, at
10:00 a. m. local time, for the purpose of considering and voting on the
following matters:
1. An amendment of the Certificate of Incorporation of the
Company to effect a 1-for-7 reverse stock split (the "Reverse
Stock Split") of the Company's Common Stock, $.01 par value
per share ("Common Stock"), in which every seven shares of
Common Stock outstanding as of the effective date of the
amendment will be converted into one share of Common Stock.
2. Such other business as may properly come before the Special
Meeting and any adjournment thereof.
The Reverse Stock Split and other related matters are more fully
described in the accompanying Proxy Statement and the exhibits thereto, which
form a part of this Notice. All stockholders will be entitled to vote on all
matters submitted for a vote at the Special Meeting. The Board of Directors has
fixed the close of business on December 20, 2000 as the record date for
determining the stockholders entitled to notice of and to vote at the Special
Meeting and any adjournment thereof.
<PAGE>
All stockholders of the Company are cordially invited to attend the
Special Meeting. Whether or not you plan to attend the Special Meeting, it is
important that your shares be represented. Accordingly, please sign and date the
enclosed Proxy Card and return it promptly in the envelope provided herewith.
Even if you return a Proxy Card, you may revoke the proxies appointed thereby at
any time prior to the exercise thereof by filing with the President of the
Company a written revocation or duly executed Proxy Card bearing a later date or
by attendance and voting at the Special Meeting. Attendance at the Special
Meeting will not, in itself, constitute revocation of the proxies.
By Order of the Board of Directors,
Greg J. Micek,
President
Houston, Texas
December 27, 2000
PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED POST-PAID ENVELOPE.
PLEASE DO NOT SEND ANY STOCK CERTIFICATES AT THIS TIME.
<PAGE>
JVWEB, INC.
5444 Westheimer, Suite 2080
Houston, Texas 77056
Telephone: 713/622-9287
PROXY STATEMENT
GENERAL
This Proxy Statement and the accompanying Proxy Card are furnished in
connection with the solicitation of proxies by order of the Board of Directors
of JVWeb, Inc. (the "Company") to be voted at the Special Meeting of
Stockholders (the "Special Meeting"), to be held at the time and place, and for
the purposes set forth in the accompanying notice. Such notice, this Proxy
Statement and the Proxy Card are being mailed to Stockholders beginning on or
about December 27, 2000.
The Company will bear the costs of soliciting proxies. In addition to
the solicitation made hereby, proxies may also be solicited by telephone,
telegram or personal interview by officers of the Company. The Company will
reimburse brokers or other persons holding stock in their names or in the names
of their nominees for their reasonable expenses in providing beneficial
ownership information and in forwarding proxy material to beneficial owners of
stock who have objected to the disclosure of information regarding them.
All duly executed Proxy Cards received prior to the Special Meeting
will be voted in accordance with the choices specified thereon, unless revoked
in the manner provided hereinafter. As to any matter for which no choice has
been specified on a Proxy Card, except with respect to broker non-votes, the
related shares will be voted by the persons named therein (1) for each of the
proposals described herein, and (2) in the discretion of such persons in
connection with any other business that may properly come before the Special
Meeting. Stockholders may revoke their proxy at any time prior to the exercise
thereof by written notice to Greg J. Micek, President of the Company, at the
address of the Company stated above, by the execution and delivery of a later
dated Proxy Card, or by attendance at the Special Meeting and voting their
shares in person.
As of the close of business on December 20, 2000, the record date (the
"Record Date") for determining Stockholders entitled to vote at the Special
Meeting, the Company had outstanding and entitled to vote 14,700,556 shares of
Common Stock, and these shares are the only outstanding shares of the Company
entitled to vote. Each share of Common Stock is entitled to one vote with
respect to each matter to be acted upon at the meeting. Stockholders personally
present, or represented by proxy, and holding more than a majority of the
outstanding Common Stock will constitute a quorum.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record
Date concerning the beneficial ownership of the Common Stock (i) by each
stockholder who is known by the Company to own beneficially in excess of 5% of
the outstanding Common Stock; (ii) by each director; (iii) by each executive
officer; and (iv) by all executive officers and directors as a group. Except as
otherwise indicated, all persons listed below have (i) sole voting power and
investment power with respect to their shares of Common Stock, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares of Common Stock.
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Ownership(1)
Beneficial Owner ----------------
Number Percent
<S> <C> <C>
Greg J. Micek 7,750,000(2) 46.4%
5444 Westheimer, Suite 2080
Houston, Texas 77056
Lewis E. Ball 110,000 *
6122 Valley Forge
Houston, Texas 77057
Linksxpress.com, Inc. 780,000(3) 5.3%
625 Howe Street, Suite 402
Vancouver, B.C. V6C-2T6
All directors and officers 7,860,000(4) 47.1%
as a group (two persons)
</TABLE>
(1) Includes shares Stock beneficially owned pursuant to options and
warrants exercisable within 60 days after the date of this Annual Report.
(2) Includes 5,750,000 shares owned outright and 2,000,000 shares that may be
purchased pursuant an option currently exercisable. (3) Includes 630,000 shares
owned outright and 150,000 shares that may be purchased pursuant an option
currently exercisable. (4) Includes 5,860,000 shares owned outright and
2,000,000 shares that may be purchased pursuant an option currently exercisable.
* Less than one percent.
PROPOSAL 1
APPROVAL OF THE REVERSE STOCK SPLIT
General
At the Special Meeting, holders of shares of Common Stock will be asked
to consider and vote upon a proposal to effect a 1-for-7 reverse stock split of
the Common Stock (the "Reverse Stock Split"), by means of an amendment to the
Company's Certificate of Incorporation. The Board of Directors has adopted
resolutions approving the Reverse Stock Split and recommending that the Reverse
Stock Split be submitted to the Stockholders for their approval at the Special
Meeting. A copy of the Board of Director resolutions approving Reverse Stock
Split is annexed to this Proxy Statement as Exhibit A. If approved by the
stockholders of the Company, the Reverse Stock Split and related amendment to
the Company's Certificate of Incorporation will become effective upon the filing
of a Certificate of Amendment of Certificate of Incorporation with the Secretary
of State of Delaware, which is expected to occur shortly after Stockholder
approval.
Principal Effects
The Reverse Stock Split would reduce the number of outstanding shares
of Common Stock to approximately 14.3% of the number of shares outstanding prior
to the Reverse Stock Split. Accordingly the Reverse Stock Split would decrease
the number of outstanding shares of Common Stock to approximately 2.1 million
shares. The Reverse Stock Split will not affect the proportionate equity
interest in the Company of any holder of the Common Stock, subject to the
provisions for the elimination of fractional shares as described below. If the
Reverse Stock Split is approved, each outstanding share of Common Stock will be
entitled to one vote at each meeting of stockholders of the Company, as is the
case with each currently outstanding share. While a reduced number of
outstanding shares of Common Stock could adversely affect the liquidity of the
Common Stock, the Board of Directors does not believe that this is likely to
happen.
The Reverse Stock Split is not intended as an anti-takeover device and
it is not expected to function unintentionally as one. The Company is not aware
of any present efforts by any person to obtain control of the Company.
In addition, the Reverse Stock Split is not intended as a "going
private transaction" covered by Rule 13e-3 under the Securities Exchange Act of
1934, and it is not expected to function unintentionally as one.
Reasons for the Reverse Stock Split
The Board of Directors believes that the current market value of the
Common Stock impairs the Company's ability to access the capital markets, and
impairs the acceptability of the Common Stock by members of the investing
public. Theoretically, the price of a stock should not (by itself) affect its
marketability, the type of investor who acquires it, or the Company's reputation
in the financial community. In practice this is not necessarily the case, as
many institutional investors look upon low-priced stock as unduly speculative in
nature and, as a matter of policy, avoid investment in such stocks. Further, the
Board of Directors believes that a lower per-share price will reduced the
effective marketability of the Common Stock because of the penny stock rules of
the U.S. Securities and Exchange Commission and the reluctance of many leading
brokerage firms to recommend low-priced stock to their clients. Such penny stock
rules require the delivery, before any transaction involving stock under $5.00
in price, of a disclosure schedule explaining the penny stock market and the
risks associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally institutions). In addition to the penny
stock rules, a variety of brokerage house policies and practices tend to
discourage individual brokers within those firms from dealing in low-priced
stocks. Some of those policies and practices pertain to the payment of brokers'
commissions and to time-consuming procedures that function to make the handling
of low-priced stocks unattractive to brokers from an economic standpoint. Many
brokerage firms also prohibit investors from purchasing on margin stocks that
are trading below certain prices per share. Additionally, the structure of
trading commissions also tends to have an adverse impact upon holders of
low-priced stock because the brokerage commission on a sale of low-priced stock
generally represents a higher percentage of the sales price than the commission
on a relatively higher priced stock. Therefore, lower prices for the Common
Stock may adversely affect anyone who wishes to acquire shares and holders who
wish to liquidate their holdings.
The Reverse Stock Split is intended to result in a higher per-share
market price for the Common Stock, both now and in the future. Hopefully this
will increase investor interest and eliminate the resistance of brokerage firms.
However, there can be no assurance that the market price of a share of Common
Stock after the Reverse Stock Split will be seven times the market price before
the Reverse Stock Split, that the marketability of the Common Stock will
increase, or that the Reverse Stock Split will otherwise have the desired
effects described. In addition, the Company is looking for another company to
merge into the Company and presumably assume control of the Company. While
management believes that the Reverse Stock Split will make the Company more
attractive to potential merger candidates, there can be no assurance that this
will necessarily be true.
The Board of Directors desires to enhance the value of the Common
Stock. The Board of Directors believes that the value of the Common Stock will
be significantly less, and efforts to enhance the value of the Common Stock will
be impaired, if the Reverse Stock Split is not approved and implemented.
Exchange of Stock Certificates and Elimination of Fractional Share Interests
If the Reverse Stock Split is approved by the requisite number of
shares of Common Stock entitled to vote at the Special Meeting, a Certificate of
Amendment effecting the Reverse Stock Split will be filed in the Office of the
Secretary of State of Delaware promptly after such approval. The Reverse Stock
Split would become effective as of the close of business on the date of the
filing of the Certificate of Amendment (such filing is referred to hereinafter
as the "Filing"). Stockholders of the Company of record as of the Filing will
then be furnished the necessary materials and instructions to effect the
exchange of their certificates representing Common Stock outstanding prior to
the Reverse Stock Split (referred to hereinafter as "Pre-Split Shares") for new
certificates representing Common Stock after the Reverse Stock Split (referred
to hereinafter as "Post-Split Shares"). Certificates representing Pre-Split
Shares subsequently presented for transfer will not be transferred on the books
and records of the Company but will be returned to the tendering person for
exchange. Stockholders of the Company should not submit any certificates until
requested to do so. In the event any certificate representing Pre-Split Shares
is not presented for exchange upon request, any dividends which may be declared
after January 16, 2001 with respect to the shares represented by such
certificate will be withheld by the Company until such certificate has been
properly presented for exchange, at which time all such withheld dividends which
have not yet been paid to a public official pursuant to the abandoned property
laws will be paid to the holder thereof or his designee, without interest.
No fractional shares will be issued. Accordingly, holders of Pre-Split
Shares, both of record and beneficial, who would otherwise be entitled to
receive a fractional Post-Split Share will be entitled to receive cash in lieu
thereof. The amount of cash to which such a holder will be entitled will be the
product of the closing sale price of the Common Stock on the OTC Bulletin Board
on the last trading day prior to the Filing, multiplied by the number of shares
of Pre-Split Shares that would otherwise be converted into a fractional
Post-Split Share. Checks representing payment for fractional shares may be
obtained by sending a written request to JVWeb, Inc., 5444 Westheimer, Suite
2080, Houston, Texas 77056, Attention: Corporate Secretary.
Dissenters' Rights
Under Delaware corporation law and the Company's Certificate of
Incorporation and bylaws, holders of Common Stock will not be entitled to
dissenters' rights with respect to the Reverse Stock Split.
Federal Income Tax Consequences
This discussion is for general information only and does not discuss
consequences which may apply to special classes of taxpayers (e.g., non-resident
aliens, broker-dealers, or insurance companies). Stockholders are urged to
consult their own tax advisors to determine the particular consequences to them
of the Reverse Stock Split.
The exchange of Pre-Split Shares for Post-Split Shares will not result
in recognition of gain or loss for federal income tax purposes, excepting cash
received for fractional shares, if any, as described in the next paragraph.
Otherwise, your holding period and tax basis of your Pre-Split Shares are
applied in total to your Post-Split Shares.
Holders' of Pre-Split Shares who receive cash in lieu of a fractional
share interest will be treated as if the Company purchased such fractional share
interest. Such holder may recognize gain or loss measured by the difference
between the amount of cash received and the pro rata basis in his Pre-Split
Shares.
Board Recommendation and Required Approval
The Board of Directors believes that the Reverse Stock Split, and the
proposed amendment, are in the best interests of the Company and its
Stockholders and recommends that the Stockholders approve the Reverse Stock
Split and the proposed amendment of the Company's Certificate of Incorporation.
The affirmative vote of the holders of at a majority of the outstanding
shares of Common Stock is required for approval of the Reverse Stock Split and
the proposed amendment of the Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
REVERSE STOCK SPLIT AND THE PROPOSED AMENDMENT TO THE CERTIFICATE OF
INCORPORATION.
OTHER MATTERS
The Board of Directors does not know of any other business to be
presented at the Special Meeting. If any other matter properly comes before the
Special Meeting, however, it is intended that the persons named in the enclosed
Proxy Card will vote said Proxy in accordance with the discretion and
instructions of the Board of Directors.
VOTING PROCEDURES
The votes of holders of Common Stock present in person or represented
by proxy at the meeting will be tabulated by an inspector of elections appointed
by the Company. The inspector's duties include determining the number of shares
represented at the meeting, counting all votes and ballots and certifying the
determination of the number of shares represented and the outcome of the
balloting.
The Reverse Stock Split must be approved by a majority of the
outstanding shares of Common Stock. Under Delaware law and the Company's
Certificate of Incorporation, as amended, and by-laws, abstentions will have no
effect on the outcome of the proposals described herein. In the event a broker
that is a record holder of Common Stock does not return a signed proxy, the
shares represented by such proxy will not be considered present at the meeting,
and therefore will not be counted towards a quorum. Broker non-votes will have
the effect of a negative vote. A broker non-vote occurs if a holder or other
nominee does not have discretionary authority and has not received instructions
with respect to a particular proposal.
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR NEXT ANNUAL MEETING
Stockholders wishing to submit proposals for consideration by the
Company's Board of Directors at the Company's next Annual Meeting of
Stockholders should submit them in writing to the attention of the President of
the Company a reasonable time before the Company begins to print and mail its
proxy materials, so that the Company may consider such proposals for inclusion
in its proxy statement and form of proxy for that meeting. The Company does not
now have any plans regarding the holding and possible date of its next Annual
Meeting.
By Order of the Board of Directors,
Greg J. Micek
President
Houston, Texas
December 27, 2000
<PAGE>
PROXY CARD
PROXY JVWEB, INC. PROXY
SPECIAL MEETING OF STOCKHOLDERS ON JANUARY 16, 2001
The undersigned hereby appoints Greg J. Micek and Lewis Ball (to act by
unanimous decision if more than one shall act), each with the power to appoint
his substitute, and hereby authorizes them to represent as designated below, all
the shares of common stock of JVWeb, Inc. held on record by the undersigned on
December 20, 2000 at the special meeting of shareholders to be held on January
16, 2001 or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
1. Proposal to approve the Reverse Stock Split.
_____ FOR _____ AGAINST _____ ABSTAIN
2. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please Sign and Date on Reverse Side)
<PAGE>
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this
proxy will be voted for Proposal 1.
YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO VOTE THEREON.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote such shares, and acknowledges receipt of the Notice of Special
Meeting and Proxy Statement relating to the January 16, 2001 Special
Meeting.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as executor,
administrator, trustee, or guardian, please give full title as such, If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name
by authorized person.
DATE _________________________ 200___ ____________________________________
_________________________________ Signature
PLEASE MARK SIGN DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE ____________________________________
----------------------------
Signature if held jointly
This Proxy is Solicited on Behalf of the Board of Directors.
<PAGE>
EXHIBIT A
Reserve Stock Split Resolutions
BE IT RESOLVED, that the Fourth Article of the Certificate of
Incorporation of the Company be and hereby is amended to add a last
paragraph, which shall read as follows:
"F. Upon the effectiveness of the filing with the
Secretary of State of Delaware of Articles of Amendment to the
Certificate of Incorporation adding this paragraph to the
Certificate of Incorporation, each seven (7) shares of Common
Stock issued and outstanding immediately prior to the filing
of such Articles of Amendment as aforesaid shall be combined
into one (1) share of validly issued, fully paid and
non-assessable Common Stock. As soon as practicable after such
date, the Corporation shall request holders of the Common
Stock to be combined in accordance with the preceding to
surrender certificates representing their Common Stock to the
Corporation's authorized agent, and each such stockholder
shall receive upon such surrender one or more stock
certificates to evidence and represent the number of shares of
Common Stock to which such stockholder is entitled after the
combination of shares provided for herein; provided, however,
that this Corporation shall not issue fractional shares of
Common Stock in connection with this combination, but, in lieu
thereof, shall make a cash payment equal to the product of the
closing sale price of the Common Stock on the last trading day
prior to the effective date of the filing of this instrument,
multiplied by the number of shares of Common Stock issued and
outstanding immediately prior to the filing of this instrument
that would otherwise comprise the fractional share of Common
Stock."
