<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 ss.240.14a-11(c) or ss.240.14a-12
ABSOLUTEFUTURE.COM
- --------------------------------------------------------------------------------
(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:
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Notes:
<PAGE>
[LETTERHEAD OF ABSOLUTEFUTURE.COM]
10900 NE 8th Street, Suite 1414
Bellevue, WA 98004
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 27, 2000
The Annual Meeting of Shareholders of AbsoluteFuture.com. (the "Company")
will be held at 10:00 a.m. on June 27, 2000 at the offices of the Corporation,
10900 N.E. 8th Street, Second Floor Conference Room, Bellevue, Washington
98004 for the following purposes:
1. To elect a Board of Directors consisting of three persons to serve a
term of one year (until the next annual Shareholder's Meeting) or until
their respective successors are elected and have been qualified.
2. To ratify the selection of KPMG LLP as independent auditors to the
Company for the year ended December 31, 2000.
3. To approve the Company's 1999 Stock Option and Stock Incentive
Compensation Plan, as amended, which is attached as Appendix A and B to
the Proxy Statement.
4. To transact such other business as may properly come before the Annual
Meeting and any postponement or adjournment thereof.
The Board of Directors is not aware of any other business to come before the
Annual Meeting.
The Board of Directors has fixed April 28, 2000 as the date of record for
determining the shareholders of the Company entitled to notice of and to vote
at the meeting and any adjournment of the meeting. The transfer books of the
Company will not be closed, but only shareholders of the Company of record on
such date will be entitled to notice of and to vote at the meeting or
adjournment.
Shareholders are cordially invited to attend the meeting in person. Whether
or not you plan to attend the meeting in person, please complete, sign and
date the accompanying proxy and return it promptly in the enclosed envelope.
No additional postage is required if the envelope is mailed in the United
States. If you attend the meeting, you may revoke the proxy and vote
personally on all matters brought before the meeting. A list of shareholders
will be available for inspection by the shareholders at the Company's offices.
By Order of the Board of Directors
/s/ Brian P. Abeel
Brian P. Abeel
Secretary
May 26, 2000
<PAGE>
ABSOLUTEFUTURE.COM
10900 NE 8th Street, Suite 1414
Bellevue, WA 98004
----------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
----------------
To be held on June 27, 2000
INTRODUCTION
The enclosed Proxy is solicited by and on behalf of the Board of Directors
Of AbsoluteFuture.com, a Nevada corporation (the "Company"), to be voted at
the Annual Meeting of Shareholders to be held at the Second Floor Conference
Room, 10900 N.E. 8th Street, Bellevue, WA 98004 at 10:00 a.m. on June 27, 2000
and at any and all adjournments of the meeting. The enclosed materials will be
mailed to Shareholders on or about May 26, 2000.
The matters listed below will be considered and voted upon at the meeting:
1. To elect a Board of Directors consisting of three persons to serve a
term of one year (until the next annual Shareholder's Meeting) or until
their respective successors are elected and have been qualified;
2. To ratify the selection of KPMG LLP to conduct the annual audit of the
Company for the year ended December 31, 2000
3. To approve the Company's 1999 Stock Option and Stock Incentive
Compensation Plan as amended, which is attached as Appendix A and B to
the Proxy Statement;
4. To transact such other business as may properly come before the Annual
Meeting and any postponement or adjournment thereof.
PROXIES
The Board of Directors is soliciting the enclosed proxy for use at the
Annual Meeting and any adjournments of that meeting and will not vote the
proxy at any other meeting. Shares of common stock as to which Proxies have
been executed, and not properly revoked by the shareholder in accordance with
the next paragraph, will be voted as specified in the Proxies. If no
specifications are made, the shares will be voted "For" Management's nominees
for Director, "For" ratifying the selection of KPMG LLP as independent
auditors, "For" the approval of the Company's 1999 Stock Option and Stock
Incentive Compensation Plan, and will be voted at the discretion of the proxy
with respect to other matters which may properly come before the meeting
pursuant to item 4 above.
A Proxy may be revoked at any time before it is voted by filing with the
Secretary of the Company either a written revocation or a duly executed Proxy
bearing a later date. Additionally, attendance at the meeting and voting
shares in person will revoke any prior proxy relating to such shares. However,
attendance at the Annual Meeting will not in and of itself constitute
revocation of a proxy. Any notice revoking a proxy should be sent to the
Secretary of the Company, Brian Abeel, at AbsoluteFuture.com, 10900 N.E. 8th
Street, Suite 1414, Bellevue, WA 98004.
QUORUM
The presence, in person or by proxy, of the holders of a majority of the
outstanding Common Stock of the Company is necessary to constitute a quorum at
the meeting.
VOTING
Votes cast by proxy or in person at the Annual Meeting will be counted by a
person appointed by the Company to act as the election inspector for the
meeting. The election inspector will treat shares represented by proxies that
reflect abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum.
1
<PAGE>
All of the officers and directors and their affiliates (who own in the
aggregate approximately 5,170,638 of the shares outstanding) have informed the
Company that they intend to vote in favor of management's nominees for
directors as set forth herein.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed April 28, 2000, as the record date (the
"Record Date") for determining the holders of the Company's Common Stock who
are entitled to receive notice of, and to vote at, the Annual Meeting. The
total number of outstanding shares of the Company's Common Stock entitled to
vote at the meeting, based upon the shares of record at the close of business
on the Record Date was 21,318,000. As of the Record Date, the only outstanding
voting securities of the Company were shares of Common Stock, each of which is
entitled to one vote on each matter to come before the meeting. Holders of the
voting securities will be entitled to one vote per share held and will not be
entitled to cumulative voting rights in the election of directors.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company will consist of three directors, who
will be elected at the Annual Meeting to serve until their successors are
elected at the next annual meeting of shareholders. The current Board of
Directors of the Company consists of Graham Andrews, Michael Foley, Alina
Nikolaeva and Patrick Charles. Each of these persons has agreed to be
renominated to stand for election to the position of director at the annual
shareholders meeting except for Patrick Charles who has declined to stand for
reelection. If one or more of the nominees is unable to serve or for good
cause will not serve at the time of the meeting, the shares represented by the
proxies solicited by the Board of Directors will be voted for the other
nominees and for any substitute nominee(s) designated by the Board of
Directors.
A quorum being present, the three nominees for election to the Board of
Directors who receive the largest number of the votes cast for the election of
directors by the holders of voting shares present in person or represented by
proxy will be elected directors. Each shareholder will be entitled to one vote
for each voting share held by that shareholder, and will not be entitled to
cumulate votes in the election of directors. Under applicable Nevada law, in
tabulating the vote, abstentions and broker non-votes will be disregarded and
will have no effect on the outcome of the vote.
Nominees for Election to the Board of Directors
<TABLE>
<CAPTION>
Name Age Principal Occupation Director Since
---- --- -------------------- --------------
<S> <C> <C> <C>
Graham Andrews.......... 45 Chief Executive Officer and President 1999
Michael Foley........... 45 Director and Secretary 1999
Alina Nikolaeva......... 33 Director 1999
</TABLE>
Set forth below is information regarding these nominees for director:
Graham Andrews, M.A. Ph.D. Mr. Andrews has been president and chief
executive officer of the Company since December 9, 1998. During the past five
years, Mr. Andrews has served as a director of Butte Mining plc (London Stock
Exchange) and Gem River Corporation (Alberta Stock Exchange). He holds a first
class honors degree in mathematics from Oxford University and a Ph.D. in
mathematics from Heriot-Watt University in Edinburgh. He has held various
senior corporate finance positions, including British Petroleum plc (now
BP-Amoco), Chase Investment Bank (part of the Chase Manhattan Bank), NatWest
Bank and W I Carr Limited (part of the Banque Indosuez Group). He is also
president and a director of Consolidated Fortress Resources Inc., which is
quoted on the Canadian Venture Exchange, Chairman of the Board of York Energy,
Ltd, which is quoted on the OFEX Trading Facility in London and as a director
of Vantex Oil, Gas and Minerals, Ltd which is quoted on the Montreal Stock
Exchange.
2
<PAGE>
Michael Foley. Mr. Foley became a director and secretary of the Company in
June 1999. From 1994 to September 1999, he was a director of Westward
Exploration, Ltd., which is quoted on the Canadian Venture Exchange. He has
been a director of Winfield Resources Limited, which is to be quoted on the
Canadian Venture Exchange since its formation in 1998. Mr. Foley is the
President of Chase Development Corporation, a private investment Company where
he has served over five years.
Alina Nikolaeva. Ms. Nikolaeva has been a director of the company since
December 9, 1998. She has a Masters degree from the Academy of Chemistry in
Moscow. She subsequently moved to Vancouver, BC and pursued PhD studies in
chemistry at the University of British Columbia from 1996 to 1997 and, since
1998 has completed two year's of a law degree at the University of British
Columbia. She served as a director of Beagle Ventures Resources in Vancouver,
BC from August 1998 to April 1999 and has been a director of Slavko
Enterprises, Inc., a provider of business consulting services since 1996.
There are no family relationships among the directors. There are no
arrangements or understandings between any directors and any other person
pursuant to which that director was elected.
Board Committees
The Company currently has a standing audit committee of its Board of
Directors consisting of Michael Foley, Alina Nikolaeva and Patrick Charles.
The audit committee reviews the Company's accounting policies, practices,
internal accounting controls and financial reporting. The audit committee also
oversees the engagement of the Company's independent auditors, reviews the
audit findings and recommendations of the independent auditors, and monitors
the extent to which management has implemented the findings and
recommendations of the independent auditors. The committee was formed in
September 1999 and held no meetings during the year ended December 31, 1999.
The Company has a compensation committee of its Board of Directors
consisting of Michael Foley, Alina Nikolaeva and Patrick Charles. The
compensation committee establishes salaries, incentives, and other forms of
compensation for the chief executive officer, the chief financial officer, and
certain other key employees of the Company and its subsidiaries. The
compensation committee also administers policies relating to compensation and
benefits, including the 1999 Stock Option and Stock Incentive Compensation
Plan set forth in Proposal 3 of this Proxy Statement. The committee was formed
in September 1999 and held no meetings during the year ended December 31,
1999.
Board Meetings
During the year ended December 31, 1999, the Company's Board of Directors
held six meetings. All persons who were directors during the year ended
December 31, 1999 attended, in person or by telephone, at least seventy-five
percent of all of the meetings held while they were directors. The Board of
Directors also approved certain actions by unanimous written consent.
Board Compensation
The Company has not paid director's fees to its directors. The Company does,
however, reimburse actual expenses incurred by directors in attending Board
meetings.
Vacancies
Replacement directors for vacancies resulting from an increase in the size
of the Board of Directors or the resignation or removal of a director may be
appointed by the Board of Directors, or may be elected by the shareholders at
a special meeting. Directors so appointed or elected hold office until the
next annual meeting of shareholders and until their successors are elected and
qualified.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 10, 2000 by
(i) all persons who own of record or are known to the Company to beneficially
own more than 5% of the issued and outstanding shares of common stock, and
(ii) by each director, each director nominee, each Named Executive named in
the tables under "Executive Compensation" and by all executive officers and
directors as a group:
<TABLE>
<CAPTION>
Amount and Nature of Percent of Class
Positions and Beneficial Common Based on Beneficial
Name and Address Offices Held Stock Ownership(1) Ownership(1)
---------------- ------------- -------------------- -------------------
<S> <C> <C> <C>
Graham Andrews.......... President and CEO, Director 1,394,963(2) 6.54%
121 Lakeside
Seattle, WA 98122
Michael Foley........... Director and Secretary 104,500(3) *
Suite 1380
885 West Georgia Street
Vancouver, B.C. V6C 3E8
Canada
Alina Nikolaeva......... Director 804,675(4) 3.77%
2405 Bidwell Street
Vancouver, B.C. V6G 2K8
Canada
Patrick Charles......... Director 114,500(5) *
8756 122 Avenue NE
Kirkland, WA 98033
Randolph Management,
Inc.................... Stockholder 2,200,000 10.32%
550 Old Country Rd,
Suite 314
Hicksville, NY 11801
Eastfield Investments,
Ltd.................... Stockholder 1,648,000(6) 7.30%
Old Bank Chambers
PO Box 428
Grande Rue, St Martins
Guernsey GY1 3WZ
Channel Islands
All Directors and
Officers as a group
(six persons) ......... 2,631,138(7) 12.31%
</TABLE>
- --------
* less than one percent
(1) Calculated pursuant to rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting and
investment power with respect to all such shares. Under Rule 13d-3(d),
shares not outstanding which are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding
for the purpose of calculating the number and percentage owned by such
person, but are not deemed outstanding for the purpose of calculating the
percentage owned by each other person listed.
(2) Includes 1,372,463 shares of restricted Common Stock and 22,500 options
to purchase shares of Common Stock exercisable within 60 days.
(3) Includes 100,000 shares of restricted Common Stock and 4,500 options to
purchase shares of Common Stock exercisable within 60 days.
(4) Includes 800,175 shares of restricted Common Stock and 4,500 options to
purchase shares of Common Stock exercisable within 60 days.
4
<PAGE>
(5) Includes 110,000 shares of restricted Common Stock and 4,500 options to
purchase shares of Common Stock exercisable within 60 days.
(6) Includes 398,000 shares of restricted Common Stock and 1,250,000 warrants
to purchase shares of Common Stock exercisable within 60 days.
(7) Includes 2,572,638 shares of restricted Common Stock and 58,500 options
to purchase shares of Common Stock exercisable within 60 days.
EXECUTIVE COMPENSATION
Employment Contracts
On November 26, 1999, the Company entered into an employment agreement and a
confidentiality, non-disclosure, invention assignment and nonsolicitation
agreement with William Antony McNamara. The term of this agreement is twelve
months. The salary was set at a minimum of $92,000 per year, to be reviewed
for increase by the board of directors on a quarterly basis. In the event that
the Company terminates Mr. McNamara's employment without cause, 90 days'
severance will be paid.
On February 28, 2000, the Company entered into an employment agreement and a
confidentiality, non-disclosure, invention assignment and nonsolicitation
agreement with Graham Andrews. The term of this agreement is twelve months.
The salary was set at a minimum of $76,000 per year for working 150 days up to
a maximum of $130,000 for 250 days work. In the event that the Company
terminates Mr. Andrew's employment without cause, 90 days' severance will be
paid.
Compensation
The following table shows all cash compensation paid or to be paid by the
Company as well as other compensation paid or accrued during the fiscal years
indicated to the chief executive officer (the "Named Executive"). No executive
officers of the Company as of the end of the Company's last fiscal year had
received salary and bonus for such period which exceeded $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- ---------
Long Term
Restricted Securities Incentive
Other Annual Stock Underlying Plan All Other
Name and Principal Salary Bonus Compensation Award(s) Options Payouts Compensation
Position Year ($) ($) ($) ($) (#)(1) ($) ($)
------------------ ---- ------ ----- ------------ ---------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Graham Andrews.......... 1999 $ 0 $ 0 $ 0 $ 0 50,000 $ 0 $ 0
CEO, Director
</TABLE>
- --------
(1) Common Stock Purchase Options
5
<PAGE>
Option Exercises and Holdings
The following table sets forth information with respect to the Named
Executive, concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of the fiscal year December 31, 1999.
Aggregated Options in Last Fiscal Year and Fiscal Year-End Options Values:
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-The-Money Options/SARs
Fiscal Year-End(#) At Fiscal Year-End($)
------------------------- -------------------------
Shares Acquired Value
Name on Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Graham Andrews.......... 0 $ 0 0 50,000 0 $ 0
</TABLE>
- --------
(1) No options were exercisable at the 1999 fiscal year-end.
(2) All options are granted subject to the terms and conditions of the 1999
Stock Incentive and Stock Option Plan.
On April 4, 2000 the Board of Directors of the Company authorized the
granting of options to purchase an additional 291,000 shares of the Company's
Common Stock at $1.52 per share, vesting 25% after four months then ratably
over the remainder of four years. The options were granted to officers and key
employees of the Company. As part of the total grant Mr. Andrews received
options to purchase an additional 100,000 shares.
Benefit Plans
The Company has no compensation, pension, profit sharing or similar plans in
effect, other than a simple IRA plan. It provides medical insurance coverage
to employees and officers and may provide other benefits in the future. The
Company reimburses actual expenses incurred in attending Board meetings. The
Company's 1999 Stock Option And Stock Incentive Compensation Plan as amended
is described in Proposal 3, below.
Certain Relationships And Related Transactions
On November 26, 1999, the Company entered into an employment agreement (the
"McNamara Agreement") with William Anthony McNamara ("McNamara"), under which
McNamara agreed to become an employee of the Company and to become its Chief
Technology Officer. Under the McNamara Agreement, McNamara conveyed to the
Company all of the right, title and interest to computer software and programs
known as the Local Hard Drive product. Under the McNamara Agreement, the
Company issued to McNamara 200,000 shares of the Company's restricted common
stock. In addition, McNamara was granted a royalty of 12.5% of any revenues
generated from sales of Local Hard Drive software or derivatives from it. On
January 13, 2000, the McNamara Agreement was extended to confirm that the
SafeMessage technology was a derivative of the Local Hard Drive product and
sales of SafeMessage would be subject to the royalty set out in the McNamara
Agreement. The Company is currently negotiating with McNamara a reduction in
the royalty percentage.
The Company leases an office in Vancouver, British Columbia for a monthly
rental of approximately $1,200. One of its directors periodically uses this
office for conducting business unrelated to that of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF THE
THREE DIRECTORS NOMINATED ABOVE.
6
<PAGE>
PROPOSAL 2
INDEPENDENT PUBLIC ACCOUNTANTS
Ratification
Subject to ratification by the shareholders at the Meeting, the Board of
Directors has appointed KPMG LLP as independent auditors for the fiscal year
ending December 31, 2000 and until their successors are selected. KPMG LLP has
served as auditors of the consolidated financial statements of the Company for
the fiscal year ended December 31, 1999. A representative of KPMG will be
present at the Meeting and will have the opportunity to make a statement if he
or she desires to do so and will be available to answer appropriate questions.
The affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the matter is required to ratify the
appointment of KPMG LLP as independent public accountants. Abstentions and
broker non-votes will have the effect of a vote against ratification.
Resignation of Independent Accountants
On February 21, 2000, Barry L Friedman PC resigned as the Company's auditor
at the request of the Board of Directors. During the two previous fiscal
years, the auditor expressed no adverse opinion, nor was any audit qualified
or modified. There were no disagreements of any kind between the Company and
Barry L Friedman PC. The Board of Directors decided that it wanted to use a
major accounting firm to perform its audit and therefore asked Barry L
Friedman to resign.
On February 21, 2000, the Company engaged KPMG LLP ("KPMG") as its
certifying accountant. Management has not previously consulted with KPMG on
any accounting or financial reporting matters.
Other than the disclosures above, there are no other matters required
pursuant to Form 8-K, or Item 304 of Regulation S-K, to be disclosed herein.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF KPMG LLP, AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
PROPOSAL 3
APPROVAL OF THE COMPANY'S 1999 STOCK OPTION AND STOCK INCENTIVE
COMPENSATION PLAN, AS AMENDED
Description of the Plan
The 1999 Stock Option and Stock Incentive Compensation Plan, as amended (the
"Plan") was established to encourage selected key employees, consultants, and
directors of the Company to enhance the ability of the Company to attract and
retain qualified individuals. The Plan was adopted by the Board of Directors
on September 7, 1999 subject to shareholder approval. All employees
(approximately 10 individuals as of the date of this proxy), consultants, and
directors are eligible to participate in the Plan. The Plan provides for the
granting of stock options that are qualified under Section 422 of the Internal
Revenue Code, options which are non-qualified under Section 422 and grants of
stock. The following description of the Plan is qualified in its entirety by
reference to Exhibits A and B to this Proxy Statement.
The Plan is administered by the Compensation Committee of the Board of
Directors ("Committee"). This Committee, solely in its discretion, selects
participants and determines the amount and terms of awards under the Plan.
7
<PAGE>
Subject to adjustment under certain circumstances to prevent dilution or
enlargement of the benefits or potential benefits intended to be made under
the Plan, the number of shares of Common Stock available for awards (whether
options or restricted stock) under the Plan is 2,000,000. These shares may be
issued in connection with grants of options for Common Stock or as grants of
restricted Common Stock. The exercise price for all options will be not less
than the fair market value of the Common Stock on the date of the grant,
except that options granted to greater than 10% shareholders will be not less
than 110% of the fair value of the Common Stock on the date of the grant. The
option award provides that all options expire ten years after the date of
grant, except that options granted to greater than 10% shareholders will
expire five years after the date of grant. No awards may be granted under the
Plan after September 7, 2009.
The Company has granted Incentive Options to purchase the Common Stock of
the Company pursuant to the Plan. 220,000 outstanding Incentive Options have
been granted under the Plan at an exercise price of $.60 and will vest 25%
after four months, then ratably on a monthly basis over the remainder of a two
year vesting period; 20,000 outstanding Incentive Options have been granted
under the Plan at an exercise price of $1.85 and will vest 25% after four
months, then ratably on a monthly basis over the remainder of a four year
vesting period; 291,000 outstanding Incentive Options have been granted under
the Plan at an exercise price of $1.52 and will vest 25% after four months,
then ratably on a monthly basis over the remainder of a four year vesting
period.
The Plan may be amended, altered, suspended, discontinued, or terminated by
the Company's Board of Directors except to the extent prohibited by applicable
law and as expressly provided in an award agreement or in the Plan. The
Committee, however, may amend the terms of any award previously granted with
the consent of the holder.
An affirmative vote of a majority of the shares present or represented in
person or by proxy at the Annual Meeting is required for approval of the Plan.
Abstentions and broker non-votes will have the effect of a vote against
approval.
THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND THE
SHAREHOLDERS VOTE FOR THIS PROPOSAL.
OTHER MATTERS TO BE VOTED UPON
Management does not know of any other matters to be brought before the
meeting. If any other matters not mentioned in the proxy statement are
properly brought before the meeting, the individuals named in the enclosed
proxy intend to vote such proxy in accordance with their best judgment on such
matters.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Due to an oversight, the following individuals did not file on a timely
basis Forms 3, 4 or 5 reporting changes in beneficial ownership: Graham
Andrews, Patrick Charles, Michael Foley, Alina Nikolaeva and William Antony
McNamara. Also, Randolph Management, Inc., a 10 percent shareholder, did not
file Form 5 on its due date. The aforementioned reports, with the exception of
that for Randolph Management, have all been filed subsequent to the filing the
Company's 10-KSB.
Schedule of non-compliance with section 16(a) of the Exchange Act
<TABLE>
<CAPTION>
Number Number of
of Late Transactions
Name Reports Not Reported
---- ------- ------------
<S> <C> <C>
Graham Andrews.......................................... 3 4
Patrick Charles......................................... 2 3
Alina Nikolaeva......................................... 2 2
William Antony McNamara................................. 4 5
Michael Foley........................................... 2 2
Randolph Management, Inc................................ 2 1
</TABLE>
8
<PAGE>
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2001 annual
meeting of Stockholders must be received by the Company on or before December
31, 2000 in order to be eligible for inclusion in the Company's proxy
statement and form of proxy. To be so included, a proposal must also comply
with all applicable provisions of Rule 14a-8 under the Securities Exchange Act
of 1934.
SOLICITATION OF PROXIES
The costs of soliciting proxies will be paid by the Company. In addition to
the use of the mails, proxies may be personally solicited by directors,
officers or regular employees of the Company (who will not be compensated
separately for their services), by mail, telephone, telegraph, cable or
personal discussion. The Company will also request banks, brokers and other
custodians, nominees and fiduciaries to forward proxy materials to the
beneficial owners of stock held of record by such persons and request
authority for the execution of proxies. The Company will reimburse such
entities for reasonable out-of-pocket expenses incurred in handling proxy
materials for the beneficial owners of the Company's Common Stock.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of the Company's 1999 Annual Report on Form 10-KSB, which includes
the Company's Financial Statements for the fiscal year ended December 31,
1999, accompanies this Proxy Statement. The Annual Report is not to be treated
as part of or incorporated by reference into the proxy solicitation material.
INAPPROPRIATE REGISTRATION OF STOCK ISSUED UNDER CONSULTANT PLANS
The Company, on May 24, 2000, announced via press release and the filing of
Form 8-K/A its determination that shares of unrestricted stock which it has
issued to consultants under certain consulting plans were not eligible for
registration with the SEC on the form of registration statement filed by the
Company. The Company filed Form S-8 registration statements on December 10,
1999, and January 20, 2000, for the purpose of registering stock issued under
consulting agreements covering a range of stated services. Both registration
statements included an opinion from the Company's former attorney stating that
the Company could issue unrestricted stock to the consultants under the Form
S-8 registration statements.
Unfortunately, none of the consultants were natural persons as required by
Form S-8, but were each some form of legal entity. In addition, the consulting
agreement filed under the December 1999 Form S-8 included among the services
to be rendered activities related to capital raising. Form S-8 is not
available for registration of stock issued in connection with capital raising
activities. Finally, as reported in the Company's May 1, 2000 press release,
the consultants who received stock in January 2000 never performed any of the
required services
and Company management now doubts that any additional services will ever be
provided pursuant to the agreements. Form S-8 is not available to register
shares where bona fide services are not rendered by the consultants. The
Company recorded a non-cash charge to earnings in the quarter ended March 31,
2000 of $2,200,000.
At this date, the consultants have transferred into street name all of the
shares issued to them by the Company under the inappropriate registration
statements. The Company does not know whether the consultants still hold the
shares or have sold them into the market.
The Company is initiating discussions with the SEC to address the situation
and is evaluating its options with relation to its former attorney and the
consultants.
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Please complete, date, sign and return the accompanying proxy promptly in
the enclosed envelope. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE
URGE YOU TO FILL IN, SIGN AND RETURN THE ACCOMPANYING PROXY, NO MATTER HOW
LARGE OR SMALL YOUR HOLDINGS MAY BE.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Graham Andrews
Graham Andrews
Chief Executive Officer & President
May 26, 2000
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Appendix A
ABSOLUTEFUTURE.COM
1999 STOCK OPTION & STOCK INCENTIVE COMPENSATION PLAN
SECTION 1. PURPOSE
The purpose of the Absolutefuture.com 1999 Stock Incentive Compensation Plan
(the "Plan") is to enhance the long-term shareholder value of
Absolutefuture.com, a Nevada corporation (the "Company"), by offering
opportunities to selected persons to participate in the Company's growth and
success, and to encourage them to remain in the service of the Company and its
Related Corporations (as defined in Section 2) and to acquire and maintain
stock ownership in the Company.
SECTION 2. DEFINITIONS
For purposes of the Plan, the following terms shall be defined as set forth
below:
"Award" means an award or grant made pursuant to the Plan, including,
without limitation, awards or grants of Stock Awards and Options, or any
combination of the foregoing.
"Board" means the Board of Directors of the Company.
"Cause" means dishonesty, fraud, misconduct, unauthorized use or disclosure
of confidential information or trade secrets, or conviction or confession of a
crime punishable by law (except minor violations), in each case as determined
by the Plan Administrator, and its determination shall be conclusive and
binding.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Common Stock" means the common stock, par value $0.001 per share, of the
Company.
"Corporate Transaction" has the meaning set forth in Section 12.3.1.
"Disability," unless otherwise defined by the Plan Administrator, means a
mental or physical impairment of the Participant that is expected to result in
death or that has lasted or is expected to last for a continuous period of 12
months or more and that causes the Participant to be unable, in the opinion of
the Company, to perform his or her duties for the Company or a Related
Corporation and to be engaged in any substantial gainful activity.
"Early Retirement" means early retirement as that term is defined by the
Plan Administrator from time to time for purposes of the Plan.
"Effective Date" has the meaning set forth in Section 16.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" shall be as established in good faith by the Plan
Administrator or (a) if the Common Stock is listed on the Nasdaq National
Market, the average of the high and low per share sales prices for the Common
Stock as reported by the Nasdaq National Market for a single trading day or
(b) if the Common Stock is listed on the New York Stock Exchange or the
American Stock Exchange, the average of the high and low per share sales
prices for the Common Stock as such price is officially quoted in the
composite tape of transactions on such exchange for a single trading day. If
the Common Stock is not listed on the Nasdaq National Market, the New York
Stock Exchange or the American Stock Exchange and the Common Stock is listed
on the NASD OTC Bulletin Board, then the average of the high and low per share
sales prices for the Common Stock as reported by the NASD OTC Bulletin Board
for a single trading day. If there is no such reported price for the
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Common Stock for the date in question, then such price on the last preceding
date for which such price exists shall be determinative of Fair Market Value.
"Good Reason" means the occurrence of any of the following events or
conditions and the failure of the Successor Corporation to cure such event or
condition within 30 days after receipt of written notice from the Participant:
(a) a change in the Participant's status, title, position or
responsibilities (including reporting responsibilities) that, in the
Participant's reasonable judgment, represents a substantial reduction in the
status, title, position or responsibilities as in effect immediately prior
thereto; the assignment to the Participant of any duties or responsibilities
that, in the Participant's reasonable judgment, are materially inconsistent
with such status, title, position or responsibilities; or any removal of the
Participant from or failure to reappoint or reelect the Participant to any of
such positions, except in connection with the termination of the Participant's
employment for Cause, for Disability or as a result of his or her death, or by
the Participant other than for Good Reason;
(b) a reduction in the Participant's annual base salary;
(c) the Successor Corporation's requiring the Participant (without the
Participant's consent) to be based at any place outside a 35-mile radius of
his or her place of employment prior to a Corporate Transaction, except for
reasonably required travel on the Successor Corporation's business that is not
materially greater than such travel requirements prior to the Corporate
Transaction;
(d) the Successor Corporation's failure to (i) continue in effect any
material compensation or benefit plan (or the substantial equivalent thereof)
in which the Participant was participating at the time of a Corporate
Transaction, including, but not limited to, the Plan, or (ii) provide the
Participant with compensation and benefits substantially equivalent (in terms
of benefit levels and/or reward opportunities) to those provided for under
each material employee benefit plan, program and practice as in effect
immediately prior to the Corporate Transaction;
(e) any material breach by the Successor Corporation of its obligations to
the Participant under the Plan or any substantially equivalent plan of the
Successor Corporation; or
(f) any purported termination of the Participant's employment or service
relationship for Cause by the Successor Corporation that is not in accordance
with the definition of Cause under the Plan.
"Grant Date" means the date on which the Plan Administrator completes the
corporate action relating to the grant of an Award and all conditions
precedent to the grant have been satisfied, provided that conditions to the
exercisability or vesting of Awards shall not defer the Grant Date.
"Incentive Stock Option" means an Option to purchase Common Stock granted
under Section 7 with the intention that it qualify as an "incentive stock
option" as that term is defined in Section 422 of the Code.
"Nonqualified Stock Option" means an Option to purchase Common Stock granted
under Section 7 other than an Incentive Stock Option.
"Option" means the right to purchase Common Stock granted under Section 7.
"Option Term" has the meaning set forth in Section 7.3.
"Parent," except as otherwise provided in Section 8.3 in connection with
Incentive Stock Options, means any entity, whether now or hereafter existing,
that directly or indirectly controls the Company.
"Participant" means (a) the person to whom an Award is granted; (b) for a
Participant who has died, the personal representative of the Participant's
estate, the person(s) to whom the Participant's rights under the Award have
passed by will or by the applicable laws of descent and distribution, or the
beneficiary designated in
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accordance with Section 11; or (c) the person(s) to whom an Award has been
transferred in accordance with Section 11.
"Plan Administrator" means the Board or any committee or committees
designated by the Board to administer the Plan under Section 3.1.
"Related Corporation" means any Parent or Subsidiary of the Company.
"Retirement" means retirement as of the individual's normal retirement date
under the Company's 401(k) Plan or other similar successor plan applicable to
salaried employees, unless otherwise defined by the Plan Administrator from
time to time for purposes of the Plan.
"Securities Act" means the Securities Act of 1933, as amended.
"Stock Award" means shares of Common Stock or units denominated in Common
Stock granted under Section 9, the rights of ownership of which may be subject
to restrictions prescribed by the Plan Administrator.
"Subsidiary," except as otherwise provided in Section 8.3 in connection with
Incentive Stock Options, means any entity that is directly or indirectly
controlled by the Company.
"Successor Corporation" has the meaning set forth in Section 12.3.
"Termination Date" has the meaning set forth in Section 7.6.
SECTION 3. ADMINISTRATION
3.1 Plan Administrator
The Plan shall be administered by the Board and/or a committee or committees
(which term includes subcommittees) appointed by, and consisting of two or
more members of, the Board (a "Plan Administrator"). If and so long as the
Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act,
the Board shall consider in selecting the members of any committee acting as
Plan Administrator, with respect to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding (a)
"outside directors" as contemplated by Section 162(m) of the Code and (b)
"nonemployee directors" as contemplated by Rule 16b-3 under the Exchange Act.
Notwithstanding the foregoing, the Board may delegate the responsibility for
administering the Plan with respect to designated classes of eligible persons
to different committees consisting of two or more members of the Board,
subject to such limitations as the Board deems appropriate. Committee members
shall serve for such term as the Board may determine, subject to removal by
the Board at any time.
3.2 Administration and Interpretation by Plan Administrator
Except for the terms and conditions explicitly set forth in the Plan, the
Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Awards under the Plan, including the
selection of individuals to be granted Awards, the type of Awards, the number
of shares of Common Stock subject to an Award, all terms, conditions,
restrictions and limitations, if any, of an Award and the terms of any
instrument that evidences the Award. The Plan Administrator shall also have
exclusive authority to interpret the Plan and the terms of any instrument
evidencing the Award and may from time to time adopt and change rules and
regulations of general application for the Plan's administration. The Plan
Administrator's interpretation of the Plan and its rules and regulations, and
all actions taken and determinations made by the Plan Administrator pursuant
to the Plan, shall be conclusive and binding on all parties involved or
affected. The Plan Administrator may delegate administrative duties to such of
the Company's officers as it so determines.
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SECTION 4. STOCK SUBJECT TO THE PLAN
4.1 Authorized Number of Shares
Subject to adjustment from time to time as provided in Section 12.1, a
maximum of 1,000,000 shares of Common Stock shall be available for issuance
under the Plan.
Shares issued under the Plan shall be drawn from authorized and unissued
shares or shares now held or subsequently acquired by the Company.
4.2 Limitations
(a) Subject to adjustment from time to time as provided in Section 12.1, not
more than an aggregate of 300,000 shares shall be available for issuance
pursuant to grants of Stock Awards under the Plan.
(b) Subject to adjustment from time to time as provided in Section 12.1, not
more than 100,000 shares of Common Stock may be made subject to Stock Awards
under the Plan to any individual in the aggregate in any one fiscal year of
the Company, except that the Company may make additional one-time grants of up
to 500,000 shares to newly hired individuals, such limitation to be applied in
a manner consistent with the requirements of, and only to the extent required
for compliance with, the exclusion from the limitation on deductibility of
compensation under Section 162(m) of the Code.
4.3 Reuse of Shares
Any shares of Common Stock that have been made subject to an Award that
cease to be subject to the Award (other than by reason of exercise or payment
of the Award to the extent it is exercised for or settled in shares) shall
again be available for issuance in connection with future grants of Awards
under the Plan; provided, however, that for purposes of Section 4.2, any such
shares shall be counted in accordance with the requirements of Section 162(m)
of the Code.
SECTION 5. ELIGIBILITY
Awards may be granted under the Plan to those officers, directors and
employees of the Company and its Related Corporations as the Plan
Administrator from time to time selects. Awards may also be made to
consultants, agents, advisors and independent contractors who provide services
to the Company and its Related Corporations; provided, however, that such
Participants render bona fide services that are not in connection with the
offer and sale of the Company's securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market for the
Company's securities.
SECTION 6. AWARDS
6.1 Form and Grant of Awards
The Plan Administrator shall have the authority, in its sole discretion, to
determine the type or types of Awards to be made under the Plan. Such Awards
may include, but are not limited to, Incentive Stock Options, Nonqualified
Stock Options and Stock Awards. Awards may be granted singly or in
combination.
6.2 Settlement of Awards
The Company may settle Awards through the delivery of shares of Common
Stock, cash payments, the granting of replacement Awards or any combination
thereof as the Plan Administrator shall determine. Any Award settlement,
including payment deferrals, may be subject to such conditions, restrictions
and contingencies as the Plan Administrator shall determine. The Plan
Administrator may permit or require the deferral of any Award payment, subject
to such rules and procedures as it may establish, which may include provisions
for the payment or crediting of interest, or dividend equivalents, including
converting such credits into deferred stock
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equivalents. The Plan Administrator may at any time offer to buy out, for a
payment in cash or Common Stock, an Award previously granted based on such
terms and conditions as the Plan Administrator shall establish and communicate
to the Participant at the time such offer is made.
6.3 Acquired Company Awards
Notwithstanding anything in the Plan to the contrary, the Plan Administrator
may grant Awards under the Plan in substitution for awards issued under other
plans, or assume under the Plan awards issued under other plans, if the other
plans are or were plans of other acquired entities ("Acquired Entities") (or
the parent of the Acquired Entity) and the new Award is substituted, or the
old award is assumed, by reason of a merger, consolidation, acquisition of
property or stock, reorganization or liquidation (the "Acquisition
Transaction"). In the event that a written agreement pursuant to which the
Acquisition Transaction is completed is approved by the Board and said
agreement sets forth the terms and conditions of the substitution for or
assumption of outstanding awards of the Acquired Entity, said terms and
conditions shall be deemed to be the action of the Plan Administrator without
any further action by the Plan Administrator, except as may be required for
compliance with Rule 16b-3 under the Exchange Act, and the persons holding
such awards shall be deemed to be Participants.
SECTION 7. AWARDS OF OPTIONS
7.1 Grant of Options
The Plan Administrator is authorized under the Plan, in its sole discretion,
to issue Options as Incentive Stock Options or as Nonqualified Stock Options,
which shall be appropriately designated.
7.2 Option Exercise Price
The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator, but shall not be less than 100% of the
Fair Market Value of the Common Stock on the Grant Date with respect to
Incentive Stock Options and with respect to Nonqualified Stock Options. For
Incentive Stock Options granted to a more than 10% shareholder, the Option
exercise price shall be as specified in Section 8.2.
7.3 Term of Options
The term of each Option (the "Option Term") shall be as established by the
Plan Administrator or, if not so established, shall be ten years from the
Grant Date. For Incentive Stock Options, the maximum Option Term shall be as
specified in Sections 8.2 and 8.4.
7.4 Exercise of Options
The Plan Administrator shall establish and set forth in each instrument that
evidences an Option the time at which, or the installments in which, the
Option shall vest and become exercisable, which provisions may be waived or
modified by the Plan Administrator at any time. If not so established in the
instrument evidencing the Option, the Option shall vest and become exercisable
according to the following schedule, which may be waived or modified by the
Plan Administrator at any time:
<TABLE>
<CAPTION>
Period of Participant's Continuous
Employment or
Service With the Company or Its Related Percent of Total Option
Corporations From the Option Grant Date That Is Vested and Exercisable
--------------------------------------- ------------------------------
<S> <C>
After 4 months of fulltime employment.... 25%
Each additional one-month period of
continuous
employment completed thereafter......... An additional 1/20
After 2 years............................ 100%
</TABLE>
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The Plan Administrator may adjust the vesting schedule of an Option held by
a Participant who works less than "full-time" as that term is defined by the
Plan Administrator.
To the extent that an Option has vested and become exercisable, the Option
may be exercised from time to time by delivery to the Company of a written
stock option exercise agreement or notice, in a form and in accordance with
procedures established by the Plan Administrator, setting forth the number of
shares with respect to which the Option is being exercised, the restrictions
imposed on the shares purchased under such exercise agreement, if any, and
such representations and agreements as may be required by the Plan
Administrator, accompanied by payment in full as described in Section 7.5. An
Option may not be exercised for less than a reasonable number of shares at any
one time, as determined by the Plan Administrator.
7.5 Payment of Exercise Price
The exercise price for shares purchased under an Option shall be paid in
full to the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased. Such consideration
must be paid in cash or by check or, unless the Plan Administrator in its sole
discretion determines otherwise, either at the time the Option is granted or
at any time before it is exercised, in any combination of
(a) cash or check;
(b) tendering (either actually or, if and so long as the Common Stock is
registered under Section 12(b) or 12(g) of the Exchange Act, by
attestation) shares of Common Stock already owned by the Participant for at
least six months (or any shorter period necessary to avoid a charge to the
Company's earnings for financial reporting purposes) having a Fair Market
Value on the day prior to the exercise date equal to the aggregate Option
exercise price;
(c) if and so long as the Common Stock is registered under Section 12(b)
or 12(g) of the Exchange Act, delivery of a properly executed exercise
notice, together with irrevocable instructions, to (i) a brokerage firm
designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise
and (ii) the Company to deliver the certificates for such purchased shares
directly to such brokerage firm, all in accordance with the regulations of
the Federal Reserve Board; or
(d) such other consideration as the Plan Administrator may permit.
In addition, to assist a Participant (including a Participant who is an
officer or a director of the Company) in acquiring shares of Common Stock
pursuant to an Award granted under the Plan, the Plan Administrator, in its
sole discretion, may authorize, either at the Grant Date or at any time before
the acquisition of Common Stock pursuant to the Award, (i) the payment by a
Participant of a full-recourse promissory note, (ii) the payment by the
Participant of the purchase price, if any, of the Common Stock in
installments, or (iii) the guarantee by the Company of a loan obtained by the
Participant from a third party. Subject to the foregoing, the Plan
Administrator shall in its sole discretion specify the terms of any loans,
installment payments or loan guarantees, including the interest rate and terms
of and security for repayment.
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7.6 Post-Termination Exercises
The Plan Administrator shall establish and set forth in each instrument that
evidences an Option whether the Option shall continue to be exercisable, and
the terms and conditions of such exercise, if a Participant ceases to be
employed by, or to provide services to, the Company or its Related
Corporations, which provisions may be waived or modified by the Plan
Administrator at any time. If not so established in the instrument evidencing
the Option, the Option shall be exercisable according to the following terms
and conditions, which may be waived or modified by the Plan Administrator at
any time:
(a) Any portion of an Option that is not vested and exercisable on the
date of termination of the Participant's employment or service relationship
(the "Termination Date") shall expire on such date.
(b) Any portion of an Option that is vested and exercisable on the
Termination Date shall expire upon the earliest to occur of
(i) the last day of the Option Term;
(ii) if the Participant's Termination Date occurs for reasons other
than Cause, death, Disability, or Retirement, the three-month
anniversary of such Termination Date;
(iii) if the Participant's Termination Date occurs by reason of
Retirement, the one-year anniversary of such Termination Date; and
(iv) if the Participant's Termination Date occurs by reason of
Disability or death, the one-year anniversary of such Termination Date.
Notwithstanding the foregoing, if the Participant dies after the Termination
Date while the Option is otherwise exercisable, the portion of the Option that
is vested and exercisable on such Termination Date shall expire upon the
earlier to occur of (y) the last day of the Option Term and (z) the first
anniversary of the date of death, unless the Plan Administrator determines
otherwise.
Also notwithstanding the foregoing, in case of termination of the
Participant's employment or service relationship for Cause, the Option shall
automatically expire upon first notification to the Participant of such
termination, unless the Plan Administrator determines otherwise. If a
Participant's employment or service relationship with the Company is suspended
pending an investigation of whether the Participant shall be terminated for
Cause, all the Participant's rights under any Option likewise shall be
suspended during the period of investigation.
A Participant's transfer of employment or service relationship between or
among the Company and its Related Corporations, or a change in status from an
employee to a consultant, agent, advisor or independent contractor, shall not
be considered a termination of employment or service relationship for purposes
of this Section 7. Employment or service relationship shall be deemed to
continue while the Participant is on a bona fide leave of absence, if such
leave was approved by the Company or a Related Corporation in writing and if
continued crediting of service for purposes of this Section 7 is expressly
required by the terms of such leave or by applicable law (as determined by the
Company). The effect of a Company-approved leave of absence on the terms and
conditions of an Option shall be determined by the Plan Administrator, in its
sole discretion.
SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS
To the extent required by Section 422 of the Code, Incentive Stock Options
shall be subject to the following additional terms and conditions:
8.1 Dollar Limitation
To the extent the aggregate Fair Market Value (determined as of the Grant
Date) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year (under the
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Plan and all other stock option plans of the Company) exceeds $100,000, such
portion in excess of $100,000 shall be treated as a Nonqualified Stock Option.
In the event the Participant holds two or more such Options that become
exercisable for the first time in the same calendar year, such limitation
shall be applied on the basis of the order in which such Options are granted.
8.2 More Than 10% Shareholders
If an individual owns more than 10% of the total voting power of all classes
of the Company's stock, then the exercise price per share of an Incentive
Stock Option shall not be less than 110% of the Fair Market Value of the
Common Stock on the Grant Date and the Option Term shall not exceed five
years. The determination of more than 10% ownership shall be made in
accordance with Section 422 of the Code.
8.3 Eligible Employees
Individuals who are not employees of the Company or one of its parent
corporations or subsidiary corporations may not be granted Incentive Stock
Options. For purposes of this Section 8.3, "parent corporation" and
"subsidiary corporation" shall have the meanings attributed to those terms for
purposes of Section 422 of the Code.
8.4 Term
Except as provided in Section 8.2, the Option Term shall not exceed 10
years.
8.5 Exercisability
An Option designated as an Incentive Stock Option shall cease to qualify for
favorable tax treatment as an Incentive Stock Option to the extent it is
exercised (if permitted by the terms of the Option) (a) more than three months
after the Termination Date for reasons other than death or Disability, (b)
more than one year after the Termination Date by reason of Disability, or (c)
after the Participant has been on leave of absence for more than 90 days,
unless the Participant's reemployment rights are guaranteed by statute or
contract.
For purposes of this Section 8.5, Disability shall mean "disability" as that
term is defined for purposes of Section 422 of the Code.
8.6 Taxation of Incentive Stock Options
In order to obtain certain tax benefits afforded to Incentive Stock Options
under Section 422 of the Code, the Participant must hold the shares issued
upon the exercise of an Incentive Stock Option for two years after the Grant
Date and one year from the date of exercise. A Participant may be subject to
the alternative minimum tax at the time of exercise of an Incentive Stock
Option. The Participant shall give the Company prompt notice of any
disposition of shares acquired by the exercise of an Incentive Stock Option
prior to the expiration of such holding periods.
8.7 Promissory Notes
The amount of any promissory note delivered pursuant to Section 7.5 in
connection with an Incentive Stock Option shall bear interest at a rate
specified by the Plan Administrator, but in no case less than the rate
required to avoid imputation of interest (taking into account any exceptions
to the imputed interest rules) for federal income tax purposes.
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SECTION 9. STOCK AWARDS
9.1 Grant of Stock Awards
The Plan Administrator is authorized to make Awards of Common Stock or
Awards denominated in units of Common Stock on such terms and conditions and
subject to such restrictions, if any (which may be based on continuous service
with the Company or the achievement of performance goals related to profits,
profit growth, profit-related return ratios, cash flow or total shareholder
return, where such goals may be stated in absolute terms or relative to
comparison companies), as the Plan Administrator shall determine, in its sole
discretion, which terms, conditions and restrictions shall be set forth in the
instrument evidencing the Award. The terms, conditions and restrictions that
the Plan Administrator shall have the power to determine shall include,
without limitation, the manner in which shares subject to Stock Awards are
held during the periods they are subject to restrictions and the circumstances
under which forfeiture of the Stock Award shall occur by reason of termination
of the Participant's employment or service relationship.
9.2 Issuance of Shares
Upon the satisfaction of any terms, conditions and restrictions prescribed
in respect to a Stock Award, or upon the Participant's release from any terms,
conditions and restrictions of a Stock Award, as determined by the Plan
Administrator, the Company shall release, as soon as practicable, to the
Participant or, in the case of the Participant's death, to the personal
representative of the Participant's estate or as the appropriate court
directs, the appropriate number of shares of Common Stock.
9.3 Waiver of Restrictions
Notwithstanding any other provisions of the Plan, the Plan Administrator
may, in its sole discretion, waive the forfeiture period and any other terms,
conditions or restrictions on any Stock Award under such circumstances and
subject to such terms and conditions as the Plan Administrator shall deem
appropriate provisions; provided, however, that the Plan Administrator may not
adjust performance goals for any Stock Award intended to be exempt under
Section 162(m) of the Code for the year in which the Stock Award is settled in
such a manner as would increase the amount of compensation otherwise payable
to a Participant.
SECTION 10. WITHHOLDING
The Company may require the Participant to pay to the Company the amount of
any withholding taxes that the Company is required to withhold with respect to
the grant, vesting or exercise of any Award. Subject to the Plan and
applicable law, the Plan Administrator may, in its sole discretion, permit the
Participant to satisfy withholding obligations , in whole or in part, (a) by
paying cash, (b) by electing to have the Company withhold shares of Common
Stock (up to the minimum required federal tax withholding rate) or (c) by
transferring to the Company shares of Common Stock (already owned by the
Participant for the period necessary to avoid a charge to the Company's
earnings for financial reporting purposes), in such amounts as are equivalent
to the Fair Market Value of the withholding obligation. The Company shall have
the right to withhold from any Award or any shares of Common Stock issuable
pursuant to an Award or from any cash amounts otherwise due or to become due
from the Company to the Participant an amount equal to such taxes. The Company
may also deduct from any Award any other amounts due from the Participant to
the Company or a Related Corporation.
SECTION 11. ASSIGNABILITY
Awards granted under the Plan and any interest therein may not be assigned,
pledged or transferred by the Participant and may not be made subject to
attachment or similar proceedings otherwise than by will or by the applicable
laws of descent and distribution, and, during the Participant's lifetime, such
Awards may be exercised only by the Participant. Notwithstanding the
foregoing, and to the extent permitted by Section 422 of the Code, the Plan
Administrator, in its sole discretion, may permit such assignment, transfer
and exercisability and may
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permit a Participant to designate a beneficiary who may exercise the Award or
receive compensation under the Award after the Participant's death; provided,
however, that any Award so assigned or transferred shall be subject to all the
same terms and conditions contained in the instrument evidencing the Award.
SECTION 12. ADJUSTMENTS
12.1 Adjustment of Shares
In the event that, at any time or from time to time, a stock dividend, stock
split, spin-off, combination or exchange of shares, recapitalization, merger,
consolidation, distribution to shareholders other than a normal cash dividend,
or other change in the Company's corporate or capital structure results in (a)
the outstanding shares, or any securities exchanged therefor or received in
their place, being exchanged for a different number or class of securities of
the Company or of any other corporation or (b) new, different or additional
securities of the Company or of any other corporation being received by the
holders of shares of Common Stock of the Company, then the Plan Administrator
shall make proportional adjustments in (i) the maximum number and kind of
securities subject to the Plan as set forth in Section 4.1 and the maximum
number and kind of securities that may be made subject to Stock Awards and to
Awards to any individual as set forth in Section 4.2, and (ii) the number and
kind of securities that are subject to any outstanding Award and the per share
price of such securities, without any change in the aggregate price to be paid
therefor. The determination by the Plan Administrator as to the terms of any
of the foregoing adjustments shall be conclusive and binding. Notwithstanding
the foregoing, a dissolution or liquidation of the Company or a Corporate
Transaction shall not be governed by this Section 12.1 but shall be governed
by Sections 12.2 and 12.3, respectively.
12.2 Dissolution or Liquidation
In the event of the proposed dissolution or liquidation of the Company, the
Plan Administrator shall notify each Participant as soon as practicable prior
to the effective date of such proposed transaction. The Plan Administrator in
its discretion may permit a Participant to exercise an Option until ten days
prior to such transaction with respect to all vested and exercisable shares of
Common Stock covered thereby and with respect to such number of unvested
shares as the Plan Administrator shall determine. In addition, the Plan
Administrator may provide that any forfeiture provision or Company repurchase
option applicable to any Award shall lapse as to such number of shares as the
Plan Administrator shall determine, contingent upon the occurrence of the
proposed dissolution or liquidation at the time and in the manner
contemplated. To the extent an Option has not been previously exercised, the
Option shall terminate automatically immediately prior to the consummation of
the proposed action. To the extent a forfeiture provision applicable to a
Stock Award has not been waived by the Plan Administrator, the Stock Award
shall be forfeited automatically immediately prior to the consummation of the
proposed action.
12.3 Corporate Transaction
12.3.1 Definitions
The following terms shall be defined as set forth below:
"Corporate Transaction" means any of the following events:
(a) Consummation of any merger or consolidation of the Company with
or into another corporation; or
(b) Consummation of any sale, lease, exchange or other transfer in
one transaction or a series of related transactions of all or
substantially all the Company's outstanding securities or substantially
all the Company's assets other than a transfer of the Company's assets
to a majority-owned subsidiary corporation (as defined in Section 8.3)
of the Company; or
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(c) Acquisition by a person, within the meaning of Section 3(a)(9) or
of Section 13(d)(3) (as in effect on the date of adoption of the Plan)
of the Exchange Act of a majority or more of the Company's outstanding
voting securities (whether directly or indirectly, beneficially or of
record). Ownership of voting securities shall take into account and
shall include ownership as determined by applying Rule 13d-3(d)(1)(i)
(as in effect on the date of adoption of the Plan) under the Exchange
Act.
Any such Awards that are assumed or replaced in the Corporate
Transaction, other than a Related Party Transaction, and do not otherwise
accelerate at that time shall be accelerated in the event that the
Participant's employment or service relationship should subsequently
terminate within two years following such Corporate Transaction, unless
such employment or service relationship is terminated by the Successor
Corporation for Cause or by the Participant voluntarily without Good
Reason.
"Related Party Transaction" means (a) a merger of the Company in which
the holders of shares of Common Stock immediately prior to the merger hold
at least a majority of the shares of Common Stock in the surviving
corporation immediately after the merger, (b) a mere reincorporation of the
Company or (c) a transaction undertaken for the sole purpose of creating a
holding company.
12.3.2 Options
In the event of a Corporate Transaction, except as otherwise provided in the
instrument evidencing the Award, each outstanding Option shall be assumed or
continued or an equivalent option or right substituted by the surviving
corporation, the successor corporation or its parent corporation, as
applicable (the "Successor Corporation"). In the event that the Successor
Corporation refuses to assume, continue or substitute for the Option, the
Participant shall fully vest in and have the right to exercise the Option as
to all of the shares of Common Stock subject thereto, including shares as to
which the Option would not otherwise be vested or exercisable. If an Option
will become fully vested and exercisable in lieu of assumption or substitution
in the event of a Corporate Transaction, the Plan Administrator shall notify
the Participant in writing or electronically that the Option shall be fully
vested and exercisable for a specified time period after the date of such
notice, and the Option shall terminate upon the expiration of such period, in
each case conditioned on the consummation of the Corporate Transaction. For
the purposes of this Section 12.3, the Option shall be considered assumed if,
following the Corporate Transaction, the option or right confers the right to
purchase or receive, for each share of Common Stock subject to the Option,
immediately prior to the Corporate Transaction, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale
of assets by holders of Common Stock for each share held on the effective date
of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
shares); provided, however, that if such consideration received in the
Corporate Transaction is not solely common stock of the Successor Corporation,
the Plan Administrator may, with the consent of the Successor Corporation,
provide for the consideration to be received upon the exercise of the Option,
for each share of Common Stock subject thereto, to be solely common stock of
the Successor Corporation equal in fair market value to the per share
consideration received by holders of Common Stock in the Corporate
Transaction. All Options shall terminate and cease to remain outstanding
immediately following the consummation of the Corporate Transaction, except to
the extent assumed by the Successor Corporation.
12.3.3 Stock Awards
In the event of a Corporate Transaction, the vesting of shares subject to
Stock Awards shall accelerate, and the forfeiture provisions to which such
shares are subject shall lapse, if and to the same extent that the vesting of
outstanding Options accelerates in connection with the Corporate Transaction.
If unvested Options are to be assumed, continued or substituted by a Successor
Corporation without acceleration upon the occurrence of a Corporate
Transaction, the forfeiture provisions to which such shares are subject will
continue with respect to shares of the Successor Corporation that may be
issued in exchange for such Shares.
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12.4 Further Adjustment of Awards
Subject to Sections 12.2 and 12.3, the Plan Administrator shall have the
discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change in control of the Company, as defined by
the Plan Administrator, to take such further action as it determines to be
necessary or advisable, and fair and equitable to the Participants, with
respect to Awards. Such authorized action may include (but shall not be
limited to) establishing, amending or waiving the type, terms, conditions or
duration of, or restrictions on, Awards so as to provide for earlier, later,
extended or additional time for exercise, lifting restrictions and other
modifications, and the Plan Administrator may take such actions with respect
to all Participants, to certain categories of Participants or only to
individual Participants. The Plan Administrator may take such action before or
after granting Awards to which the action relates and before or after any
public announcement with respect to such sale, merger, consolidation,
reorganization, liquidation or change in control that is the reason for such
action.
12.5 Limitations
The grant of Awards shall in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.
SECTION 13. MARKET STANDOFF
In connection with any underwritten public offering by the Company of its
equity securities pursuant to an effective registration statement filed under
the Securities Act, a person shall not sell, make any short sale of, loan,
hypothecate, pledge, grant any option for the purchase of, or otherwise
dispose of or transfer for value or otherwise agree to engage in any of the
foregoing transactions with respect to any shares issued pursuant to an Award
granted under the Plan without the prior written consent of the Company or its
underwriters. Such limitations shall be in effect for such period of time as
may be requested by the Company or such underwriters and agreed to by the
Company's officers and directors with respect to their shares; provided,
however, that in no event shall such period exceed 180 days. The limitations
of this paragraph shall in all events terminate two years after the effective
date of the Company's initial public offering. Holders of shares issued
pursuant to an Award granted under the Plan shall be subject to the market
standoff provisions of this paragraph only if the officers and directors of
the Company are also subject to similar arrangements.
In the event of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
Company's outstanding Common Stock effected as a class without the Company's
receipt of consideration, any new, substituted or additional securities
distributed with respect to the purchased shares shall be immediately subject
to the provisions of this Section 13, to the same extent the purchased shares
are at such time covered by such provisions.
In order to enforce the limitations of this Section 13, the Company may
impose stop-transfer instructions with respect to the purchased shares until
the end of the applicable standoff period.
SECTION 14. AMENDMENT AND TERMINATION OF PLAN
14.1 Amendment of Plan
The Plan may be amended only by the Board in such respects as it shall deem
advisable; provided, however, that to the extent required for compliance with
Section 422 of the Code or any applicable law or regulation, shareholder
approval shall be required for any amendment that would (a) increase the total
number of shares available for issuance under the Plan, (b) modify the class
of persons eligible to receive Options, or (c) otherwise require shareholder
approval under any applicable law or regulation. Any amendment made to the
Plan that would constitute a "modification" to Incentive Stock Options
outstanding on the date of such amendment shall not, without the consent of
the Participant, be applicable to such outstanding Incentive Stock Options but
shall have prospective effect only.
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<PAGE>
14.2 Termination of Plan
The Board may suspend or terminate the Plan at any time. The Plan shall have
no fixed expiration date; provided, however, that no Incentive Stock Options
may be granted more than ten years after the later of (a) the Plan's adoption
by the Board and (b) the adoption by the Board of any amendment to the Plan
that constitutes the adoption of a new plan for purposes of Section 422 of the
Code.
14.3 Consent of Participant
The amendment or termination of the Plan or the amendment of an outstanding
Award shall not, without the Participant's consent, impair or diminish any
rights or obligations under any Award theretofore granted to the Participant
under the Plan. Any change or adjustment to an outstanding Incentive Stock
Option shall not, without the consent of the Participant, be made in a manner
so as to constitute a "modification" that would cause such Incentive Stock
Option to fail to continue to qualify as an Incentive Stock Option.
Notwithstanding the foregoing, any adjustments made pursuant to Section 12
shall not be subject to these restrictions.
SECTION 15. GENERAL
15.1 Evidence of Awards
Awards granted under the Plan shall be evidenced by a written instrument
that shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and that are not inconsistent with the
Plan.
15.2 No Individual Rights
Nothing in the Plan or any Award granted under the Plan shall be deemed to
constitute an employment contract or confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other
relationship with, the Company or any Related Corporation or limit in any way
the right of the Company or any Related Corporation to terminate a
Participant's employment or other relationship at any time, with or without
Cause.
15.3 Registration
Notwithstanding any other provision of the Plan, the Company shall have no
obligation to issue or deliver any shares of Common Stock under the Plan or
make any other distribution of benefits under the Plan unless such issuance,
delivery or distribution would comply with all applicable laws (including,
without limitation, the requirements of the Securities Act), and the
applicable requirements of any securities exchange or similar entity.
The Company shall be under no obligation to any Participant to register for
offering or resale or to qualify for exemption under the Securities Act, or to
register or qualify under state securities laws, any shares of Common Stock,
security or interest in a security paid or issued under, or created by, the
Plan, or to continue in effect any such registrations or qualifications if
made. The Company may issue certificates for shares with such legends and
subject to such restrictions on transfer and stop-transfer instructions as
counsel for the Company deems necessary or desirable for compliance by the
Company with federal and state securities laws.
To the extent that the Plan or any instrument evidencing an Award provides
for issuance of stock certificates to reflect the issuance of shares of Common
Stock, the issuance may be effected on a noncertificated basis, to the extent
not prohibited by applicable law or the applicable rules of any stock
exchange.
15.4 No Rights as a Shareholder
No Option or Stock Award denominated in units shall entitle the Participant
to any cash dividend, voting or other right of a shareholder unless and until
the date of issuance under the Plan of the shares that are the subject of such
Award.
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<PAGE>
15.5 Compliance With Laws and Regulations
Notwithstanding anything in the Plan to the contrary, the Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to
restrict, limit or condition the use of any provision of the Plan to
Participants who are officers or directors subject to Section 16 of the
Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other Participants. Additionally, in interpreting and applying the
provisions of the Plan, any Option granted as an Incentive Stock Option
pursuant to the Plan shall, to the extent permitted by law, be construed as an
"incentive stock option" within the meaning of Section 422 of the Code.
15.6 Participants in Foreign Countries
The Plan Administrator shall have the authority to adopt such modifications,
procedures and subplans as may be necessary or desirable to comply with
provisions of the laws of foreign countries in which the Company or its
Related Corporations may operate to assure the viability of the benefits from
Awards granted to Participants employed in such countries and to meet the
objectives of the Plan.
15.7 No Trust or Fund
The Plan is intended to constitute an "unfunded" plan. Nothing contained
herein shall require the Company to segregate any monies or other property, or
shares of Common Stock, or to create any trusts, or to make any special
deposits for any immediate or deferred amounts payable to any Participant, and
no Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company.
15.8 Severability
If any provision of the Plan or any Award is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Award under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform
to applicable laws, or, if it cannot be so construed or deemed amended
without, in the Plan Administrator's determination, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such
Award shall remain in full force and effect.
15.9 Choice of Law
The Plan and all determinations made and actions taken pursuant hereto, to
the extent not otherwise governed by the laws of the United States, shall be
governed by the laws of the State of Nevada without giving effect to
principles of conflicts of laws.
SECTION 16. EFFECTIVE DATE
The Effective Date is the date on which the Plan is adopted by the Board, so
long as it is approved by the Company's shareholders at any time within 12
months of such adoption.
Adopted by the Board on September 7, 1999 and approved by the Company's
shareholders on , 2000.
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<PAGE>
PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
SUMMARY PAGE
<TABLE>
<CAPTION>
Section/Effect of
Date of Board Action Action Amendment Date of Shareholder Approval
- -------------------- ------ ----------------- ----------------------------
<S> <C> <C> <C>
September 7, 1999 Initial Plan Adoption , 2000
May 22, 2000 Amendment No. 1 4.1 and 7.5 , 2000
</TABLE>
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<PAGE>
Appendix B
ABSOLUTEFUTURE.COM
AMENDMENT NO. 1 TO 1999 STOCK OPTION & STOCK INCENTIVE COMPENSATION PLAN
In accordance with Section 4.1 of the 1999 Stock Option & Stock Option
Compensation Plan of the Company (the Plan), the Plan is hereby amended as
follows:
1. The first sentence of Section 4.1 of the Plan is amended to read as
follows:
Subject to adjustment from time to time as provided in Section 12.1, a
maximum of 2,000,000 shares of Common Stock shall be available for
issuance under the Plan.
2. Section 7.5 of the Plan is amended in its entirety to read as follows:
7.5 Payment of Exercise Price.
An Option may be exercised by the Participant by the tendering of
exercise price as follows:
7.5.1 Payment of Exercise Price. Except as permitted by Sections
7.5.2 and 7.5.3, the exercise price for shares purchased under an
Option shall be paid in full to the Company by delivery of
consideration equal to the product of the Option exercise price and the
number of shares purchased. Such consideration must be paid in cash or
by check or, unless the Plan Administrator in its sole discretion
determines otherwise, either at the time the Option is granted or at
any time before it is exercised, in any combination of
a. cash or check;
b. tendering (either actually or, if and so long as the Common Stock
is registered under Section 12(b) or 12(g) of the Exchange Act, by
attestation) shares of Common Stock already owned by the Participant
for at least six months (or any shorter period necessary to avoid a
charge to the Company's earnings for financial reporting purposes)
having a Fair Market Value on the day prior to the exercise date
equal to the aggregate Option exercise price;
c. if and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions, to (x) a
brokerage firm designated by the Company to deliver promptly to the
Company the aggregate amount of sale or loan proceeds to pay the
Option exercise price and any withholding tax obligations that may
arise in connection with the exercise and (y) the Company to deliver
the certificates for such purchased shares directly to such
brokerage firm, all in accordance with the regulations of the
Federal Reserve Board; or
d. such other consideration as the Plan Administrator may permit.
7.5.2 Net Exercise. With respect to the exercise of Nonqualified
Stock Options only, at the request of the Participant and with the
approval of the Administrator in its sole discretion, a Nonqualified
Stock Option may be exercised without any payment of cash consideration
by the Participant through a net exercise whereby the Company will
issue to the Participant the number of shares of Common Stock equal to
the product of (i) the difference between the total Fair Market Value
of the shares underlying the Option at the time of exercise and the
aggregate exercise price for such shares, divided by (ii) the price per
share for the Common Stock at the time of the exercise of the Option.
7.5.3 Other Payment Arrangements. In order to assist a Participant
(including a Participant who is an officer or a director of the
Company) in acquiring shares of Common Stock pursuant to an Award
granted under the Plan, the Plan Administrator, in its sole discretion,
may authorize, either at
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<PAGE>
the Grant Date or at any time before the acquisition of Common Stock
pursuant to the Award, (i) the payment by a Participant of a full-
recourse promissory note, (ii) the payment by the Participant of the
purchase price, if any, of the Common Stock in installments, or (iii)
the guarantee by the Company of a loan obtained by the Participant from
a third party. Subject to the foregoing, the Plan Administrator shall
in its sole discretion specify the terms of any loans, installment
payments or loan guarantees, including the interest rate and terms of
and security for repayment.
Approved by the Board of Directors on May 22, 2000
Approved by the shareholders on , 2000
Signature: ______________________
Name: ___________________________
Title: Secretary
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<PAGE>
AbsoluteFuture.com
Annual Meeting, June 27, 2000
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Graham Andrews and Michael Foley, as Proxies,
each with full power to appoint a substitute, and hereby authorizes each of
them to appear and vote as designated below, all shares of Common Stock of
AbsoluteFuture.com held on record by the undersigned on April 28, 2000, at the
Annual Meeting of Stockholders to be held on June 27, 2000, and any
adjournments thereof.
The undersigned hereby directs this Proxy to be voted:
1. Election of Directors:
[_] FOR the election as directors [_] WITHHOLD AUTHORITY to vote
of all nominees listed below for all nominees listed below
(except as marked to the
contrary below)
GRAHAM ANDREWS ALINA NIKOLAEVA MICHAEL FOLEY
(INSTRUCTION: To withhold authority to vote for any of the above listed
nominees, please strike a line through that individual's name)
2. Proposal to ratify the appointment of KPMG LLP as independent auditors for
the Company for the fiscal year ending December 31, 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Proposal to approve the Company's 1999 Stock Option and Stock Incentive
Compensation Plan as amended, which is attached as Appendix A and B to the
Proxy Statement.
[_] FOR [_] AGAINST [_] ABSTAIN
4. In their discretion, the named proxies may vote on such other business as
may properly come before the Annual Meeting, or any adjournments or
postponements thereof.
(Continued and to be signed on other side)
(Continued from other side)
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 Proposals 1, 2 and 3.
Shares represented by this Proxy will be voted at the meeting in accordance
with the shareholder's specifications above. The proxy confers discretionary
authority in respect to matters not known or determined at the time of the
mailing of the Notice of the Annual Meeting of Shareholders to the undersigned.
Date:
------------------------------
-----------------------------------
Signature of stockholder
-----------------------------------
Signature if held jointly
