SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Under Rule 14a-12
JAWS Technologies, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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:
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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 statement
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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NY/294313.2
<PAGE>
JAWS TECHNOLOGIES, INC.
1 Concorde Gate, Suite 307
Toronto, Ontario, Canada M3C 3N6
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on September 29, 2000
A Special Meeting of Stockholders of JAWS Technologies, Inc. (the
"Company") will be held at the offices of Paul, Hastings, Janofsky & Walker LLP,
399 Park Avenue, 31st Floor, Conference Rooms 3108 and 3109, New York, New York
10022, on Friday, September 29, 2000 at 11:00 a.m., local time, to consider and
act upon the following matters:
1. To consider and vote upon a proposal to amend the Certificate
of Incorporation of the Company to effect a change in the name
of the Company; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on August 17, 2000
are entitled to notice of, and to vote at, the meeting. The stock transfer books
of the Company will remain open for the purchase and sale of the Company's
common stock, par value $.001 per share. All stockholders are cordially invited
to attend the meeting.
By Order of the Board of Directors
Vikki Robinson, Secretary
August 24, 2000
Calgary, Alberta
Canada
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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED BE
AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
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NY/294313.2
<PAGE>
JAWS TECHNOLOGIES, INC.
1 Concorde Gate, Suite 307
Toronto, Ontario, Canada M3C 3N6
Proxy Statement for the Special Meeting of Stockholders
To Be Held on September 29, 2000
This Proxy Statement is furnished in connection with the solicitation
of proxies by the board of directors of Jaws Technologies, Inc. (the "Company"
or "JAWS") for use at a Special Meeting of Stockholders to be held on September
29, 2000 and at any adjournment or adjournments of that meeting (the "Special
Meeting"). All proxies will be voted in accordance with the instructions
contained therein, and if no choice is specified, the proxies will be voted in
favor of the matters set forth in the accompanying Notice of Meeting. Any proxy
may be revoked by a stockholder at any time before it is exercised by delivery
of written revocation to the Secretary of the Company.
Voting Securities and Votes Required
On August 17, 2000, the record date for the determination of
stockholders entitled to notice of and to vote at the meeting, there were
outstanding and entitled to vote an aggregate of 28,779,018 shares of common
stock of the Company, par value $0.001 per share ("Common Stock"), one share of
special series A preferred voting stock (the "Special Series A Preferred Voting
Stock"), having a par value of $0.001 per share, and one share of special series
B preferred voting stock (the "Special Series B Preferred Voting Stock"), having
a par value of $0.001 per share. Each share of Common Stock is entitled to one
vote, the one share of Special Series A Preferred Voting Stock is entitled to a
number of votes equal to the number of outstanding exchangeable shares of the
Company's subsidiary, JAWS Acquisition Corp., an Alberta corporation ("JAC"),
which are not owned by the Company or an entity controlled by the Company. The
one share of Special Series B Preferred Voting Stock is entitled to a number of
votes equal to the number of outstanding exchangeable shares of the Company's
subsidiary, JAWS Aquisition Canada Corp., an Alberta corporation ("JAC Canada"),
which are not owned by the Company or an entity controlled by the Company. On
August 17, 2000 (the record date for the determination of stockholders entitled
to notice of and to vote at the Special Meeting), there were 4,339,049
exchangeable shares of JAC outstanding that were not owned by the Company or an
entity controlled by the Company and there were 3,705,874 exchangeable shares of
JAC Canada outstanding that were not owned by the Company or an entity
controlled by the Company. Accordingly, an aggregate of 36,823,941 votes may be
cast on the matters set forth in the Notice of Special Meeting (consisting of
28,779,018 votes that may be cast in respect of the Common Stock, 4,339,049
votes that may be cast in respect of the share of Special Series A Preferred
Voting Stock and 3,705,874 votes that may be cast in respect of the share of
Special Series B Preferred Voting Stock). Holders of shares of Common Stock and
the holders of the Special Series A Preferred Voting Stock and the Special
Series B Preferred Voting Stock are to vote together as a single class on all
matters submitted to the Company's stockholders for approval.
Under the Company's Bylaws, the holders of a majority of the voting
power of the outstanding shares of capital stock entitled to vote at the meeting
shall constitute a quorum with respect to that matter at the Special Meeting.
Stockholders holding shares of Common Stock who are present in person or
represented by proxy (including stockholders who abstain from voting their
shares or who do not vote with respect to one or more of the matters presented
for stockholder approval) will be counted for purposes of determining whether a
quorum is present.
The affirmative vote of the holders of a majority of voting power of
the outstanding shares of capital stock entitled to vote at the Special Meeting
is required for the amendment of the certificate of incorporation of the
Company.
NY/294313.2
<PAGE>
Stockholders who abstain from voting as to a particular matter, and
shares held in "street name" by brokers or nominees who indicate on their
proxies that they do not have discretionary authority to vote such shares as to
a particular matter, will not be counted as votes in favor of such matter.
Accordingly, abstentions and "broker non-votes" will have the effect of a vote
"No" on the voting on a matter.
Stock Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of August 3,
2000, with respect to any person (including any "group," as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) who is known to the Company to be the beneficial owner of more
than five percent of any class of the Company's voting securities, and as to
those shares of the Company's equity securities beneficially owned by each of
its directors and nominees for director, the executive officers of the Company
named in the Summary Compensation Table under the heading "Compensation of
Executive Officers" below, and all of its directors and executive officers as a
group. Unless otherwise specified in the table below, such information, other
than information with respect to the directors and officers of the Company, is
based on a review of statements filed, or that should have been filed, with the
Securities and Exchange Commission (the "Commission") pursuant to Sections
13(d), 13(f), and 13(g) of the Exchange Act with respect to the Company's Common
Stock. As of August 3, 2000, there were 27,632,829 shares of Common Stock
outstanding, 2,713,550 additional shares issuable upon the exercise of options
within the next 60 days, and 6,164,753 shares of Common Stock reserved for
issuance to holders of JAC exchangeable shares.
-2-
NY/294313.2
<PAGE>
The number of shares of Common Stock beneficially owned by each
person is determined under the rules of the Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
such rules, beneficial ownership includes any shares as to which such person has
sole or shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days after August 3, 2000 through
the exercise of any stock option or other right. Unless otherwise indicated,
each person has sole investment and voting power (or shares such power with his
or her spouse) with respect to the shares set forth in the following table. The
inclusion herein of any shares deemed beneficially owned does not constitute an
admission of beneficial ownership of those shares.
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percent of Class(9)
----------------
Beneficial Owner(1) Beneficially Owned
------------------- ------------------
<S> <C> <C>
Robert J. Kubbernus(2) 1,737,770 6.08%
Julia L. Johnson(3) 356,408 1.28%
Arthur Wong(4) 315,208 1.13%
Riaz Mamdani(5) 1,306,000 4.61%
Dr. James Canton(6) 50,000 *
John S. Burns Q.C.(7) 50,000 *
Peter Labrinos(8) 388,980 1.39%
Greg Surbey 1,800 *
All directors and executive officers as a group (8 persons) 4,573,206 15.13%
Thomson Kernaghan & Co. Limited(10) 4,379,892 15.69%
363 Bay Street, 10th Floor
Toronto, Ontario
Canada M5H 2V2
Glentel Inc.(11) 2,134,000 7.47%
Suite 2700, 4710 Kingsway
Burnaby, British Columbia
Canada V5H 4M2
Strong River Investments, Inc.(12) 720,000 2.59%
c/o Gonzales-Ruiz & Aleman (BVI) Limited
Wickhams Cay I, Vatnerpool Plaza
P.O. Box 873
Road Town, Tortella B.V.I.
Bay Harbor Investments, Inc.(12) 720,000 2.59%
c/o Gonzales-Ruiz & Aleman (BVI) Limited
Wickhams Cay I, Vanterpool Plaza
P.O. Box 873
Road Town, Tortella B.V.I.
</TABLE>
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(1) Unless otherwise stated, the business address of each of the
stockholders named in the table is C/O JAWS Technologies, Inc., 1
Concord Gate, Suite 307, Toronto, Ontario, M3C 3N6. Except as otherwise
indicated, to our knowledge, the persons named in the table have sole
voting and investment power with respect to all shares of common stock
shown as beneficially owned by them.
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NY/294313.2
<PAGE>
(2) Includes 350,000 shares issuable upon the exercise of options
exercisable at $0.48 until December 31, 2003. Includes 350,000 shares
issuable upon the exercise of options exercisable at $1.50 per share
until December 31, 2003. Includes 250,000 shares issuable upon the
exercise of options exercisable at $1.88 per share until December 31,
2003.
(3) Includes 150,000 shares of Common Stock issuable upon the exercise of
options exercisable at $0.48 per share until December 31, 2003.
(4) Includes 200,000 shares of Common Stock issuable upon the exercise of
options at $0.48 per share until December 31, 2003 and 113,208 shares of
Common Stock issuable to Mr. Wong for Mr. Wong's 1999 director's fee of
$60,000.
(5) Includes (i) 250,000 options to purchase shares of Common Stock at $.87
per share until December 31, 2003, (ii) 250,000 options to purchase
shares of Common Stock at $1.88 per share until December 31, 2003, and
(iii) 200,000 options to purchase shares of Common Stock at $1.50 per
share until December 31, 2003.
(6) Includes 50,000 shares issuable upon the exercise of options exercisable
at $3.28 per share until December 31, 2003.
(7) Includes 50,000 shares issuable upon the exercise of options exercisable
at $5.88 per share until December 31, 2003.
(8) Includes 375,040 JAWS Acquisition Canada Corp. ("JAC Canada")
Exchangeable Shares, each of which is exchangeable into one share of
JAWS' Common Stock and options to purchase 13,940 shares of common stock
at an exercise price of $2.69 per share, which options expire on
December 31, 2003.
(9) Percentage ownership is calculated in accordance with the Securities and
Exchange Commission's Rule 13d-3(d)(1).
(10) Includes 217,642 shares of Common Stock issuable upon exercise of
warrants issued to Thomson Kernaghan, as placement agent, in connection
with the Private Placement Transaction and 58,824 shares of Common Stock
issuable upon exercise of warrants issued to Thomson Kernaghan, as
placement agent, in connection with JAWS' private placement financing
which was consummated on February 22, 2000.
(11) Includes 934,000 shares of Common Stock issuable upon the exercise of
warrants. 65.2% of the outstanding shares of Glentel are controlled by
TCG International, Inc. The natural person, with sole or shared voting
and investment power over the shares held of record by Glentel, through
TCG International, Inc. is Arthur Skidmore.
(12) Includes 120,000 warrants which are immediately exercisable. Cavallo
Capital Corporation acts as investment manager for Bay Harbor
Investments, Inc. and Strong River Investments, Inc. Pursuant to the
investment management agreement, Cavallo has voting and investment power
with respect to the securities beneficially owned by Strong River and
Bay Harbor and may therefore be deemed to be a beneficial owner of such
securities.
* Less than 1%.
-4-
NY/294313.2
<PAGE>
PROPOSAL NO. 1: APPROVAL OF AMENDMENT TO CERTIFICATE
OF INCORPORATION
General
The persons named in the enclosed proxy will vote to approve the
Charter Amendment of the Company to effect a change in the name of the Company,
in the form attached as Appendix A-1, unless the proxy is marked otherwise. If a
stockholder returns a proxy without contrary instructions, the persons named as
proxies will vote to approve the Charter Amendment of the Company.
The Board of Directors of the Company has unanimously adopted,
subject to stockholder approval, a resolution to amend the FIRST article of the
Company's Certificate of Incorporation. The resolution approved by the Board of
Directors is as follows:
"The name of the corporation is JAWZ Inc."
Approval of the amendment to the FIRST article of the Company's
Certificate of Incorporation requires the affirmative vote of holders of a
majority of the voting power of the outstanding shares of capital stock entitled
to vote at the Special Meeting. If the Charter Amendment is approved, the
Company's Common Stock will continue to trade on the Nasdaq National Market
under the symbol "JAWZ". The proposed name change of the Company will not affect
stockholders' rights and will not necessitate any exchange of outstanding stock
certificates.
The proposed name change is part of the Company's overall marketing
strategy and is deemed by the Company's management to be a valuable mechanism to
broadly convey the Company's identity and thereby exposure of its products and
services in the marketplace.
Board Recommendation
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR APPROVAL
OF THE CHARTER AMENDMENT OF THE COMPANY TO EFFECT A CHANGE IN THE NAME OF THE
COMPANY.
OTHER MATTERS
The Company's board of directors does not know of any other matters
which may come before the Special Meeting. However, if any other matters are
properly presented to the Special Meeting, it is the intention of the persons
named in the accompanying proxy to vote, or otherwise act, in accordance with
their judgment on such matters.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph, facsimile and personal interviews. Brokers, custodians and
fiduciaries will be requested to forward proxy soliciting material to the owners
of stock held in their names, and the Company will reimburse them for their
reasonable out-of-pocket expenses incurred in connection with the distribution
of proxy materials.
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NY/294313.2
<PAGE>
Deadline for Submission of Stockholder Proposals for the Special Meeting
Proposals of stockholders intended to be presented at the 2001 Annual
Meeting of Stockholders must be received by the Company at its principal office
in Toronto, Ontario, Canada not later than December 31, 2000 for inclusion in
the proxy statement for that meeting.
By Order of the Board of Directors
Vikki Robinson, Secretary
August 24, 2000
THE BOARD OF DIRECTORS OF THE COMPANY ENCOURAGES STOCKHOLDERS TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
A PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR
COOPERATION WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THIS MEETING MAY VOTE
THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
NY/294313.2
<PAGE>
APPENDIX A-1
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CERTIFICATE OF AMENDMENT
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OF
--
CERTIFICATE OF INCORPORATION
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See attached.
NY/294313.2
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
JAWS TECHNOLOGIES, INC.
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Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
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JAWS Technologies, Inc., a corporation organized under the
laws of the State of Delaware (the "Corporation"), pursuant to Section 242 of
the General Corporation Law of the State of Delaware (the "DGCL"), hereby
certifies as follows:
FIRST: that the Certificate of Incorporation of the Corporation was
filed in the office of the Secretary of State of the State of Delaware on April
28, 2000 (the "Certificate of Incorporation");
SECOND: that the Certificate of Incorporation of the Corporation has
been amended as follows:
By striking out the whole of Article FIRST thereof as it now exists
and inserting in lieu and instead thereof a new Article FIRST:
"FIRST: The name of the corporation is JAWZ Inc. (hereinafter
called the "Corporation");
THIRD: that such amendment has been duly adopted in accordance with
the provisions of Section 242 of the DGCL of the State of Delaware.
IN WITNESS WHEREOF, this certificate has been executed on this ___
day of September, 2000.
JAWS TECHNOLOGIES, INC.
By: ____________________________
Name: Riaz Mamdani
Title: Chief Financial Officer
NY/294313.2
<PAGE>
JAWS TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF JAWS TECHNOLOGIES, INC.
FOR A SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 29, 2000.
The undersigned, as a holder of shares of common stock, ("Shares")
in JAWS Technologies, Inc. (the "Company"), hereby appoints Robert J.
Kubbernus and Riaz Mamdani, and each of them, with full power of
substitution, to vote all Shares for which the undersigned is entitled to
vote through the execution of a proxy with respect to the Special Meeting
of the Stockholders to be held on September 29, 2000 or any adjournment
thereof.
You may revoke this proxy at any time by forwarding to the Company a
subsequently dated proxy received by the Company prior to the Special Meeting.
Returned proxy cards will be voted (1) as specified on the matters listed below;
(2) in accordance with the Board of Directors' recommendations if the proxy is
signed but where no specification is made; and (3) in accordance with the
judgment of the proxies on any other matters that may properly come before the
meeting. Please mark your choice like this: x
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 1.
Proposal 1 - Approval of Amendment to Certificate of
Incorporation: Approval of an amendment to the Certificate of Incorporation
of the Company to change the Company's name to "JAWZ Inc."
(check one box) __ For __ Against __ Abstain
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.
Print and sign your name below exactly as it appears hereon and date this card.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title, as such. Joint owners should each sign. If a corporation,
please sign as full corporate name by president or authorized officer. If a
partnership, please sign in partnership name by an authorized person.
Date: ________________________________, 2000
______________________________________________
Signature (title, if any)
______________________________________________
Signature, if held jointly
______________________________________________
Title or Authority
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY USING THE
ENCLOSED POSTAGE PAID ENVELOPE TO: STEPHEN T. SPURGEON,
JAWS TECHNOLOGIES, INC., 400, 630 - 8TH AVENUE, S.W., CALGARY, ALBERTA, T2T 1G6.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL STEPHEN T. SPURGEON AT (403) 508-5055
