<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
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 to Section 240.14a-11(c) or Section
240.14a-12
UNITED VENTURE CAPITAL FUND, INC.
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(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 approximate 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / 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 number or the Form
or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
5619 DTC PARKWAY, 11TH FLOOR
ENGLEWOOD, COLORADO 80111
(303) 267-0038
August 30, 1999
Dear Stockholder:
You are cordially invited to attend a Special Meeting of
Stockholders of United Venture Capital Fund, Inc. (the "Company"), which will
be held on Thursday, September 16, 1999 at 9:00 a.m (local time), at the
Company's headquarters, 5619 DTC Parkway, Englewood, Colorado 80111.
At this meeting, you will be asked to vote, in person or by proxy,
on the following matters:
1. the change of the name of the Company from United Venture
Capital Fund, Inc. to "United Online International, Inc.;" and
2. any other business as may properly come before the meeting or
any postponements or adjournments thereof.
The official Notice of Meeting, Proxy Statement and form of proxy are
included with this letter. The matters listed in the Notice of Meeting are
described in detail in the accompanying Proxy Statement.
Regardless of your plans for attending in person, it is important
that your shares be represented and voted at the Special Meeting.
Accordingly, you are urged to complete, sign and mail the enclosed proxy card
as soon as possible.
Sincerely,
/s/ THEODORE C. HELLEN
Theodore C. Hellen
Chairman of the Board and Chief
Executive Officer
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
5619 DTC PARKWAY, 11TH FLOOR
ENGLEWOOD, COLORADO 80111
(303) 267-0038
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 16, 1999
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of United Venture Capital Fund, Inc. (the "Company") will be held
on Thursday, September 16, 1999 at 9:00 a.m. (local time), at the at the
Company's headquarters, 5619 DTC Parkway, Englewood, Colorado 80111 to
consider and act upon the following proposals:
1. To approve and adopt an amendment to Article 1 of the
Company's Articles of Incorporation to change the name of the
Company from United Venture Capital Fund, Inc. to "United
Online International, Inc."
2. To transact such other business as may properly come before
the Special Meeting or any postponements or adjournments
thereof.
The Board of Directors has fixed the close of business on August 26, 1999 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Special Meeting. Only holders of common stock of record at
the close of business on that date will be entitled to notice of and to vote
at the Special Meeting or any postponements or adjournments thereof. A list
of the Company's stockholders entitled to vote at the Special Meeting will be
open to the examination of any stockholder for any purpose germane to the
meeting during ordinary business hours for a period of ten days before the
Special Meeting at the Company's offices. All stockholders are cordially
invited to attend the Special Meeting.
By Order of the Board of Directors
/s/ Robert Hampe
Robert Hampe
Corporate Secretary
Denver, Colorado
August 30, 1999
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY, IF YOU WISH, REVOKE YOUR
PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED.
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
5619 DTC PARKWAY, 11TH FLOOR
ENGLEWOOD, COLORADO 80111
--------------------
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
AUGUST 30, 1999
--------------------
This proxy statement contains information related to a Special
Meeting of stockholders of United Venture Capital Fund, Inc. to be held on
Thursday, September 16, 1999, beginning at 9:00 a.m. (local time) at the at
the Company's headquarters, 5619 DTC Parkway, Englewood, Colorado 80111, and
at any postponements or adjournments thereof.
ABOUT THE SPECIAL MEETING
WHAT IS THE PURPOSE OF THE SPECIAL MEETING?
At our Special Meeting, stockholders will act upon the matters
outlined in the accompanying notice of meeting and respond to questions from
stockholders.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on the record
date, August 26, 1999, are entitled to receive notice of the Special Meeting
and to vote the shares of common stock that they held on that date at the
meeting, or any postponement or adjournment of the meeting. Each outstanding
share entitles its holder to cast one vote on each matter to be voted upon.
WHO CAN ATTEND THE MEETING?
All stockholders as of the record date (August 26, 1999), or their
duly appointed proxies, may attend the meeting, and each may be accompanied
by one guest. Seating, however, is limited. Admission to the meeting will be
on a first-come, first-served basis. Registration and seating will begin at
8:00 a.m. (local time) and the meeting will begin at 9:00 a.m. (local time).
Each stockholder may be asked to present valid picture identification, such
as a driver's license or passport. Cameras, recording devices and other
electronic devices will not be permitted at the meeting.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders
of a majority of the shares of common stock outstanding on the record date
will constitute a quorum, permitting the meeting to conduct its business. As
of the record date, 12,568,075 shares of the Company's common stock were
outstanding. Proxies received but marked as abstentions and broker non-votes
will be included in the calculation of the number of shares considered to be
present at the meeting.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and
return it to the Company, it will be voted as you direct. If you are a
registered stockholder and attend the meeting, you may deliver your completed
proxy card in person.
1
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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 the Company either a 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 so request, although attendance at the meeting will
not by itself revoke a previously granted proxy.
WHAT IS THE BOARD'S RECOMMENDATION?
--------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF PROPOSAL 1,
AS DESCRIBED IN THIS PROXY STATEMENT.
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The Board's recommendation is also set forth together with the
description of Proposal 1 in this Proxy Statement. Unless you give other
instructions 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.
With respect to any other matter that properly comes before the
meeting, the proxy holders will vote as recommended by the Board of Directors
or, if no recommendation is given, in their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
The affirmative vote of the holders of a majority of the outstanding
shares of the Company's common stock is required for approval of Proposal 1.
A properly executed proxy marked "ABSTAIN" will not be voted, although it
will be counted for purposes of determining whether there is a quorum.
Accordingly, such a proxy will have the effect of a negative vote. A properly
executed, but UNMARKED proxy will be voted FOR the approval of Proposal 1.
WHAT ARE "BROKER NON-VOTES" AND HOW WILL THEY BE COUNTED?
"Broker non-votes" occur when you hold your shares in "street name"
through a broker of other nominee, and you do not give your broker or nominee
specific instructions on your proxy card. If you fail to complete your proxy
card:
* your broker or nominee may not be permitted to exercise voting
discretion with respect to some of the matters to be acted
upon; and
* your shares may not be voted on those matters and will not be
counted in determining the number of shares necessary for
approval.
Broker non-votes will have the effect of a negative vote. Shares represented
by such "broker non-votes" will, however, be counted in determining whether
there is a quorum.
WHO WILL BEAR THE COST OF SOLICITING PROXIES?
The Company will bear the cost of soliciting proxies, including
expenses in connection with preparing and mailing this Proxy Statement. In
addition, the Company will reimburse brokerage firms and other persons
representing you for their expenses in forwarding proxy material to you. The
Company's directors, officers and employees may also solicit you by telephone
and other means, but they will not receive any additional compensation for
the solicitation.
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STOCK OWNERSHIP
HOW MUCH STOCK DO THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS OWN AND HOW DO
THEY INTEND TO VOTE?
The following table shows the amount of common stock of the Company
beneficially owned (unless otherwise indicated) by the directors and
executive officers of the Company. The officers and directors have indicated
that they intend to vote FOR the approval of Proposal 1. Except as otherwise
indicated, all information is as of August 26, 1999. Because the officers and
directors as a group and Mr. Hellen individually control a majority of the
shares a majority of the outstanding shares of the Company's common stock,
the outcome of the proposal is assured.
<TABLE>
<CAPTION>
AGGREGATE NUMBER OF PERCENT OF
SHARES BENEFICIALLY SHARES
NAME AND TITLE OWNED (1) OUTSTANDING
- ------------------------------------------- ------------------- -----------
<S> <C> <C>
Theodore C. Hellen, Chairman of the
Board and Chief Executive Officer 8,800,000(2) 70.0
Cliff C. Thompson, President and Director 0 *
Robert Hampe, Chief Financial Officer and
Corporate Secretary 0 *
Martin Nicoulan, Director 3,500(3) *
All Directors and Executive Officers
as a Group (four persons) 8,803,500 70.0
</TABLE>
* Less than one percent.
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
a person is deemed to be the beneficial owner, for purposes of this
table, of any shares of common stock if such person has or shares voting
power or investment power with respect to such security, or has the right
to acquire beneficial ownership at any time within 60 days from August
26, 1999. For purposes of this table, "voting power" is the power to
vote or direct the voting of shares and "investment power" is the power
to dispose or direct the disposition of shares.
(2) Includes 8,800,000 shares of common stock directly owned by Mr. Hellen.
(3) Includes 3,500 shares of common stock directly owned by Mr. Nicoulan.
WHO ARE THE LARGEST OWNERS OF THE COMPANY'S STOCK?
As of August 26, 1999, the Company is not aware of any persons or
entities that beneficially own more than five percent of the Company's common
stock other than Theodore C. Hellen.
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<PAGE>
PROPOSAL 1
APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY FROM UNITED VENTURE CAPITAL FUND, INC. TO "UNITED
ONLINE INTERNATIONAL, INC."
The Board of Directors has approved and recommends that the
stockholders approve an amendment to the Company's Articles of Incorporation
to change the name of the Company from United Venture Capital Fund, Inc. to
United Online International, Inc. If the proposal is approved, the Company
intends to file an amendment to the Articles of Incorporation shortly after
the Special Meeting. The amendment to the Articles of Incorporation will be
effective immediately upon acceptance of the filing by the Secretary of the
State of Colorado.
REASONS FOR THE PROPOSAL
In April 1999, we acquired 100% of the issued and outstanding common
stock of Ellenas International Corporation, an Internet service provider
headquarted in Colorado. The Board of Directors believes that the name
"United Online International, Inc." better reflects the current scope of our
business. Furthermore, we expect to look for further growth opportunities and
to expand into new geographic markets within the Internet industry. The Board
of Directors believes that the name "United Online International, Inc." will
allow the Company:
* to enhance its corporate identity and name recognition as an
international Internet service provider; and
* to be recognized as a reliable source of wireless Internet
access.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF PROPOSAL 1.
--------------------
STOCKHOLDER PROPOSALS FOR THE YEAR 2000 ANNUAL MEETING
Any proposal or proposals intended to be presented by any
stockholder at the 2000 Annual Meeting of Stockholders must be received by
the Company by November 15, 1999 to be considered for inclusion in the
Company's Proxy Statement and form of proxy relating to that meeting.
OTHER BUSINESS TO BE TRANSACTED
As of the date of this Proxy Statement, the Board of Directors knows
of no other business which may come before the Special Meeting. If any other
business is properly brought before the Special Meeting, it is the intention
of the proxy holders to vote or act in accordance with their best judgment
with respect to such matters.
By Order of the Board of Directors
/s/ Robert Hampe
Robert Hampe
Corporate Secretary
Englewood, Colorado
August 30, 1999
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UNITED VENTURE CAPITAL FUND, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
August 30, 1999
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of United Venture Capital Fund, Inc. (the
"Company") hereby appoints Theodore C. Hellen and Robert Hampe, or any of
them, with full power of substitution, as proxies to cast all votes, as
designated below, which the undersigned stockholder is entitled to cast at
the Special Meeting of Stockholders (the "Special Meeting") to be held on
Thursday, September 16, 1999 at 9:00 a.m. (local time) at the Company's
headquarters, 5619 DTC Parkway, Englewood, Colorado 80111, upon the following
matter and any other matters and any other matter as may properly come before
the Special Meeting or any adjournments thereof.
1. Proposal to approve the amendment to Article 1 of the Company's Articles of
Incorporation to change the name of the Company from United Venture Capital
Fund, Inc. to "United Online International, Inc."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted as directed by the
undersigned stockholder and in accordance with the best judgment of the
proxies as to other matters. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" THE APPROVAL OF PROPOSAL 1, AND IN ACCORDANCE WITH THE BEST
JUDGMENT OF THE PROXIES AS TO OTHER MATTERS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF PROPOSAL 1.
The undersigned hereby acknowledges prior receipt of the Notice of
Special Meeting of Stockholders and Proxy Statement dated August 30, 1999 and
hereby revokes any proxy or proxies heretofore given. This Proxy may be
revoked at any time before it is voted by delivering to the Secretary of the
Company either a written revocation or proxy or a duly executed proxy bearing
a later date, or by appearing at the Special Meeting and voting in person.
If you receive more than one proxy card, please sign and return all
cards in the accompanying envelope.
Date: , 1999
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Signature of Stockholder or Authorized
Representative
Please date and sign exactly as name appears
hereon. Each executor, administrator,
trustee, guardian, attorney-in-fact and
other fiduciary should sign and indicate his
or her full title. In the case of stock
ownership in the name of two or more
persons, all persons should sign.
[ ] I PLAN TO ATTEND THE SEPTEMBER 16, 1999 SPECIAL STOCKHOLDERS MEETING
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A
QUORUM AT THE MEETING. IT IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
DELAY IN RETURNING YOUR PROXY MAY SUBJECT THE COMPANY TO ADDITIONAL EXPENSE.
5
