<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-12
</TABLE>
MAX INTERNET COMMUNICATIONS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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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<PAGE> 2
MAX INTERNET COMMUNICATIONS, INC.
8115 Preston Road
Eighth Floor East
Dallas, Texas 75225
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 29, 2000
Notice is hereby given that the annual meeting of the stockholders of
Max Internet Communications, Inc. will be held on November 29, 2000, at 2:00
p.m. (Registration to begin 1:30 p.m.), local time, at the Doubletree Hotel at
Lincoln Center, 5410 LBJ Freeway, Dallas, Texas 75240, for the following
purposes:
1. To consider and vote upon a proposal to elect Larry Cahill,
Robert F. Kuhnemund and Brian K. Norman as directors of Max Internet
Communications, Inc.
2. To ratify the selection of Grant Thornton LLP as the
company's auditors; and
3. To transact any other business that properly comes before
the meeting or any adjournment thereof.
Only stockholders of record at the close of business on October 23,
2000, are entitled to notice of, and to vote at, the meeting or any adjournment
thereof. The stock transfer books will not be closed.
We would like you to attend the meeting, but understand that you may
not be able to do so. For your convenience, and to ensure that your shares are
represented and voted according to your wishes, we have enclosed a proxy card
for you to use. Please sign and date the card and return it in the enclosed
envelope as soon as possible. We have provided you with a postage-paid envelope
to return your proxy card. If you attend the meeting, you may revoke your proxy
and vote in person.
By the Order of the Board of Directors
Leslie D. Crone,
Secretary
Dallas, Texas
October 27, 2000
<PAGE> 3
MAX INTERNET COMMUNICATIONS, INC.
8115 Preston Road
Eighth Floor East
Dallas, Texas 75225
PROXY STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 29, 2000
SOLICITATION
The Board of Directors of MAX Internet Communications, Inc. is
soliciting your proxy in the form of the enclosed proxy card for use at the
annual meeting of stockholders of the company to be held on November 29, 2000,
at 2:00 p.m. (registration beginning at 1:30 p.m.) local time, at the Doubletree
Hotel at Lincoln Center, 5410 LBJ Freeway, Dallas, Texas 75240, as set forth in
the accompanying Notice of Annual Meeting of Stockholders (the "Notice") and at
any adjournment thereof. This Proxy Statement and the enclosed proxy card are
being mailed to stockholders on or about October 27, 2000.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on October 23,
2000, will be entitled to vote on matters presented at the meeting or any
adjournment thereof.
As of September 30, 2000, there were issued and outstanding 18,126,321
shares of the company's common stock, the only class of the Company's securities
entitled to vote. The holders of a majority of the shares of common stock
entitled to vote at the meeting must be represented at the meeting in person or
by proxy to have a quorum for the meeting and to act on the matters specified in
the Notice. Votes withheld from any director nominee will be counted in
determining whether a quorum has been reached. Under the Articles of
Incorporation of MAX Internet Communications, Inc., each share of common stock
is entitled to one vote on all matters brought before the meeting or any
adjournment thereof.
Assuming a quorum is present, the affirmative vote of a plurality of
the shares of common stock voted for the election of directors is required for
the election of directors. Votes may be cast in favor of, or withheld from, a
director nominee. Votes that are withheld from a particular nominee will not
affect the outcome of the vote. In the election of directors, stockholders are
not entitled to cumulate their votes and are not entitled to vote for a greater
number of persons than the number of nominees named in this Proxy Statement.
Under applicable rules, brokers who hold shares in street name have the
authority to vote in favor of all matters specified in the Notice, if they do
not receive contrary voting instructions from beneficial owners. Under
applicable law, if a broker has not received voting instructions with respect to
certain shares and gives a proxy for those shares, but does not vote the shares
on a particular matter, those shares will not affect the outcome of the vote
with respect to that matter. Any stockholder that is present at the meeting,
either in person or by proxy, but abstains from voting, will be counted for
purposes of determining whether a quorum exists, even if the stockholder
abstains from voting. The stockholders have no appraisal rights under Nevada law
with respect to the proposals specified in the Notice.
<PAGE> 4
Any stockholder giving a proxy may revoke it at any time before it is
voted by giving written notice to the company or by attending the meeting in
person and voting such shares. Where a stockholder has appropriately specified
how a proxy is to be voted, it will be voted accordingly, and where no specific
direction is given, it will be voted FOR adoption of each of the proposals set
forth in the Notice and at the discretion of the proxy holders on any matter
proposed to come before the meeting.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning
beneficial ownership of the company's common stock as of September 30, 2000, by
(i) each person who is known to us to own beneficially more than five percent of
the outstanding shares of common stock, (ii) each director and executive officer
of the company and (iii) all directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
(ASSUMING NO EXERCISE (ASSUMING EXERCISE
NAME AND ADDRESS OF OF CLASS A WARRANTS OF CLASS A WARRANTS
BENEFICIAL OWNER BY HOLDER) PERCENT BY HOLDER) PERCENT
------------------- --------------------- ------- ------------------- -------
<S> <C> <C> <C> <C>
Common Stock
Lawrence R. Biggs, Jr.(1) 1,470,000 7.9% 2,528,000 12.9%
8115 Preston Road, 8th Fl. E
Dallas, Texas 75225
Lawrence A. Cahill(1) 3,082,500 16.6% 4,928,000 24.2%
3330 Southgate, S.W.
Cedar Rapids, Iowa 52404
Donald G. McLellan(1)(2) 1,187,000 6.4% 1,810,750 9.5%
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225
Union Industries, Ltd. 1,300,000 7.2% 1,300,000 7.2%
P. O. Box 146
Road Town, Tortula, BVI
Dirk Adamski 1,500,000 8.3% 1,500,000 8.3%
Eysseneckstrasse 19
Frankfurt, Germany
Dr. Heinz-Gerd Stein 1,500,000 8.3% 1,500,000 8.3%
Kaiser Wilhelm Strasse 100
Duisborg, Germany
Bruno Kling 1,500,000 8.3% 1,500,000 8.3%
Hinter der Mauer 92
Bad Vilbel, Germany
Millennium Partners, L.P.(3) 1,175,718 6.5% 1,175,718 6.5%
666 Fifth Avenue
New York, New York 10103
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C>
Boxer Partners, LLC(4) 1,860,662 10.3% 1,860,662 10.3%
110 Colabaugh Pond Road
Croton-on-Hudson, New York 10520
Group consisting of Cranshire(5) 1,620,706 8.9% 1,620,706 8.9%
Capital, L.P., Downsview
Capital, Inc., JMJ Capital, Inc.,
EURAM Cap Strat. "A" Fund
Limited, Mitchell P. Kopin
666 Dundee Road, Suite 1901
Northbrook, Illinois 60062
Gwynda Gee(6) 195,000 1.1% 195,000 1.1%
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225
Leslie D. Crone(7) 200,000 1.1% 200,000 1.1%
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225
Brian K. Norman 0 0% 0 0%
600 N. Pearl Street, Suite 1600
Dallas, Texas 75201
Robert F. Kuhnemund 0 0% 0 0%
10131 S. Alexa Lane
Highlands Ranch, Colorado 80130
Gary Raabe(8) 1,015,000 5.3% 1,015,000 5.3%
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225
Directors and executive 7,149,500 34.8% 10,676,750 44.3%
officers as a group
(8 persons)(9)
</TABLE>
----------
(1) Includes options to purchase 400,000 shares.
(2) Mr. McLellan has 50% voting and investment power in Vision Finance and
Management, a family company which owns of record 400,000 shares of common
stock and 400,000 Class A Warrants included in the table as being
beneficially owned by Mr. McLellan. His spouse owns the other 50% of
Vision Finance and Management. The share amounts include options to
purchase 400,000 shares.
(3) Includes shares owned of record and shares issuable upon conversion of
shares of Series C Preferred Stock.
(4) Includes a portion of: (i) 301,468 shares of common stock currently
issuable to Boxer upon conversion of 7,500 shares of the company's Series
C Convertible Preferred Stock owned by Boxer and (ii) 1,262,363 shares of
common stock currently issuable to Boxer upon the exercise of certain
warrants issued to it by the company. The holder of such securities is
prohibited from using them to acquire shares of Common Stock to the extent
that such acquisition would result in such holder, together with any
affiliate thereof, beneficially owning in excess of 9.999% of the
outstanding shares of common stock following such acquisition. This
restriction may be waived by the holder of such securities on not less
than 61 days' notice to the company. WEC, as the manager of Boxer, has
shared voting and dispositive power over the shares of common stock to
which this report relates and may be deemed to be the beneficial owner of
the shares of common stock to which this report relates.
<PAGE> 6
(5) Includes 1,530,268 shares of Common Stock issuable upon conversion of
10,000 shares of Series C Preferred Stock and 90,458 shares issuable upon
exercise of certain warrants.
(6) Includes options to purchase 182,500 shares.
(7) Includes options to purchase 195,000 shares.
(8) Includes options to purchase 855,000 shares.
(9) Includes options to purchase 2,432,500 shares.
The company is not aware of any arrangement which might result in a change
in control in the future.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
<S> <C> <C>
Robert F. Kuhnemund 54 Chairman of the Board
Lawrence R. Biggs, Jr. 41 Chief Executive Officer
Donald G. McLellan 60 President
Lawrence A. Cahill 63 Director
Brian K. Norman 27 Director
Leslie D. Crone 47 Chief Financial Officer and Secretary
Gwynda Gee 32 Vice President of Logistics
Gary Raabe 34 Chief Technical Officer
</TABLE>
Robert F. Kuhnemund has been a director and Chairman of the Board since
October 2000. From March 1999 until November 1999 he was a Senior Vice President
and Chief Financial Officer of Phones-for-All, Inc. From November 1997 until
March 1999 he was an independent consultant. From December 1996 until October
1997 he was Vice President and Treasurer of MoneyGram Payment Systems, Inc. From
August 1989 until December 1996 he was Senior Vice President and Chief Financial
Officer of the Financial Services Transaction Processing Division of First Data
Corp. From 1979 to 1989 he was Controller of the Retail Credit Card Division of
Manufacturers Hanover Bank.
Lawrence Biggs is the founder of the company and has been the Chief
Executive Officer since June 1997. From June 1997 until May 2000, he was also
Chairman of the Board. During 1988, Mr. Biggs was Vice president of Public
Telecom Corporation; a private company that developed a microprocessor
controlled desktop telephone designed for specific network access. From 1989 to
1994, Mr. Biggs was president and CEO of Strategic Telecom, Inc. ("Strategic"),
which manufactured a product known as the Access Phone, that was placed in more
than 100,000 hotel rooms throughout the United States. Mr. Biggs was a founding
director of the National Pay Telephone Association in 1984. He attended the
University of Nevada, Las Vegas from 1977 to 1981.
Donald G. McLellan has been President since June 1997. From June 1997
until October 2000, he was also a Director of the company. Mr. McLellan is a
native of Australia where he was involved in the formation and capitalization of
entrepreneurial companies in various industries. In 1989, he found the initial
investment monies for Strategic Telecom, Inc., and acted as a consultant to the
company until 1992, when he was appointed C.F.O. In November 1993, Mr. McLellan
became C.E.O. of Strategic, serving in that capacity until May 1995. Mr.
McLellan became a Fellow of the Institute of Chartered Accounts (the Australian
equivalent to Certified Public Accountant) in 1963.
Lawrence Cahill has been a Director since June 1997. Mr. Cahill is the
President and Treasurer of Larkin, Inc., a Cedar Rapids, Iowa-based hospitality
management company founded by Mr. Cahill and his brother in 1956. Larkin,
<PAGE> 7
Inc. presently manages over fifteen hotels with approximately 3,500 rooms
throughout the continental United States and has been the largest franchiser of
Holiday Inn hotels. Mr. Cahill specializes in property acquisitions and private
investments.
Brian K. Norman has been a director since June 1999. Since March 1997, he
has been an attorney in private practice. He has been with the Law Offices of
McManemin & Smith P.C. since August 2000. Prior to August 2000 he was with the
Law Offices of Joseph E. Ashmore, Jr., P.C., and was a student prior to that.
Leslie D. Crone, Chief Financial Officer, joined the company in May 1998.
Prior to this, he was employed in the practice of public accounting for
approximately 20 years. He was a partner in the firm of McGladrey & Pullen from
1984 through 1989 and a senior manager in the firm of Grant Thornton, LLP, from
1992 to 1997. He was self-employed from December 1997 to May 1998. Mr. Crone
became a CPA in 1976.
Gwynda Gee, Vice President of Operations of MAX since March 1999,
originally joined AmeraPress, Inc., as Vice President of Operations in September
1996. In this capacity, Ms. Gee restructured the customer service and production
departments to maximize employee efficiency, improve product quality and
customer service. Ms. Gee was named President of AmeraPress in January 1998.
From November 1995 to August 1996, Ms. Gee was Vice President of Operations for
Hardwarehouse. Ms. Gee was Systems Director for Voxcom Systems from December
1994 to November 1995. Ms. Gee joined Strategic Telecom in 1989 and during the
course of her tenure advanced to Systems Director before her departure in
December 1994.
Gary J. Raabe, Chief Technical Officer of MAX since April 1998. Prior to
that, from 1993 to 1998, he was the owner and operator of Computer Broker. From
1991 to 1993, he was the operations manager of The Logic Approach. He has
specialized in the development of low cost telecommuting, televideo
conferencing, televideo marketing, video surveillance and video-configuration
systems.
Directors serve for a term of one year or until their successors are
elected and qualified. Directors do not receive cash compensation for serving as
such.
Executive officers are appointed by and serve at the will of the Board of
Directors. There are no family relationships between or among any of the
directors or executive officers of the company.
RELATED PARTY TRANSACTIONS
In November 1998 through January 1999, Lawrence Cahill purchased
644,000 shares of common stock directly from the company at $1.25 per share, for
a total purchase price of $805,000.
In January - February 1999, Lawrence Cahill advanced $200,000 to the
company to pay general operating expenses. The company repaid such loans, with
interest at 8%, in April 1999.
In December 1999, Lawrence Cahill advanced $250,000 to the company to
pay general operating expenses. The company repaid such loan in January 2000.
In December 1999 - January 2000, Lawrence Biggs advanced $400,000 to
the company to pay general operating expenses. The company repaid such loans in
January - February 2000.
In April - May 2000, Lawrence Cahill advanced $400,000 to the company
to pay general operating expenses. The company repaid such loans in June - July
2000.
In May 2000, Lawrence Biggs advanced $20,700 to the company to pay
general operating expenses. The company repaid such loan in June 2000.
<PAGE> 8
In September 2000, the company loaned $250,000 to Mr. McLellan. The
note bears interest at 7% per annum and will be repaid upon demand and is
secured by 387,000 shares of common stock and 16,000 shares of Series A
Preferred Stock.
MEETING ATTENDANCE
The Board of Directors held five meetings and conducted three actions
by unanimous consent during the year ended June 30, 2000. No director failed to
attend at least 75% of such meetings, except that Mr. Brahil Santos, a director
during the year ended June 30, 2000, missed two of the five meetings.
COMMITTEES OF DIRECTORS
The Board of Directors has the following committees:
<TABLE>
<CAPTION>
Committee Members
--------- -------
<S> <C>
Audit Robert F. Kuhnemund, Chairman
Brian K. Norman
Compensation Robert F. Kuhnemund, Chairman
Larry Cahill
</TABLE>
The Audit Committee recommends an independent auditor for the Company,
consults with such independent auditor and reviews the Company's financial
statements. The Compensation Committee recommends to the Board of Directors the
compensation of officers and key employees for the Company and the granting of
stock options.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under U.S. securities laws, directors, certain executive officers and
persons holding more than 10% of the Company's common stock must report their
initial ownership of the common stock and any changes in that ownership to the
Securities and Exchange Commission. The Securities and Exchange Commission has
designated specific due dates for these reports and the company must identify in
this Proxy Statement those persons who did not file these reports when due.
Based on its review of the reports filed with the Securities and Exchange
Commission and written representations of its directors and executive officers,
the Company believes all persons subject to reporting filed the required reports
on time during the year ended June 30, 2000.
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
The following summary compensation table sets forth certain information
regarding compensation paid during each of the three fiscal years ended June 30,
2000, 1999 and 1998, to the persons serving as the company's chief executive
officer and each executive officer whose annual compensation exceeded $100,000.
<TABLE>
<CAPTION>
Annual Compensation Awards Long-Term Compensation
------------------- ------ ----------------------
Name and Restricted Securities All Other
Principal Fiscal Stock Underlying LTIP Compen-
Position Year Salary Bonus(1) Commissions(2) Awards Options/SAR's Payouts sation
--------- ------ ------ -------- -------------- ---------- ------------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence R. 2000 $ 497,912 $ 160,010 -- -- -- -- --
Biggs, Jr. 1999 151,392 -- 103,169 $1,600,000 400,000 0 0
CEO 1998 151,392 -- 562,252 0 0 0 0
Donald G. 2000 282,000 $ 91,601
McLellan 1999 102,000 -- 52,084 1,600,000 400,000 0 0
President 1998 102,000 -- 280,490 0 0 0 0
Gwynda Gee 2000 $ 105,000 -- -- -- 30,000 -- --
V. President 1999 105,076 -- 13 130,000 62,500 0 0
1998 101,458 -- 39,057 0 0 0 0
</TABLE>
----------
(1) Represents adjustment in salaries for 1999 in connection with the
elimination of commission payments.
(2) Commissions paid were computed on a percentage of sales of AmeraPress
as follows: Lawrence Biggs -4%, Donald G. McLellan - 2%, and Gwynda Gee
- 0.4%.
EMPLOYMENT AGREEMENTS
There are employment agreements with all executive officers except Mr.
Biggs and Mr. McLellan. There are no salary, bonus or incentive plans covering
cash or securities except the company's 1997 Stock Bonus Plan relating to
individuals or one-person service corporations who render legal, professional,
or consulting services to the company, and the 1999 Stock Option Plan.
1999 STOCK OPTION PLAN
The MAX Internet Communications, Inc. 1999 Stock Option Plan (the 1999
Option Plan") provides for the grant to eligible employees and directors of
options for the purchase of common stock. The 1999 Option Plan covers, in the
aggregate, a maximum of 2,600,000 shares of common stock and provides for the
granting of both incentive stock options (as defined in Section 422 of the
Internal Revenue Code of 1986) and non qualified stock options (options which do
not meet the requirements of Section 422). Under the 1999 Option Plan, the
exercise price may not be less than the fair market value of the common stock on
the date of the grant of the option. As of June 30, 2000, options for 2,307,500
shares are outstanding under this plan, at prices ranging from $.80 to $5.33 per
share.
<PAGE> 10
The Board of Directors administers and interprets the 1999 Option Plan
and is authorized to grant options thereunder to all eligible employees of the
company, including officers. The Board of Directors designates the optionees,
the number of shares subject to the options and the terms and conditions of each
option. Certain changes in control of the company will cause the options to vest
immediately. Each option granted under the 1999 Option Plan must be exercised,
if at all, during a period established in the grant which may not exceed 10
years from the later of the date of grant or the date first exercisable. An
optionee may not transfer or assign any option granted and may not exercise any
options after a specified period subsequent to the termination of the optionee's
employment with the company.
1997 STOCK BONUS PLAN
The 1997 Stock Bonus Plan (the "1997 Plan") provides for the grant to
key executive and consulting personnel of the right to buy shares of common
stock as determined by a grant of the Board of Directors.
A total of 750,000 shares were reserved for issuance under the 1997
Plan, at a purchase price equal to the par value of the shares. A total of
575,000 shares were issued in August 1997, of which 200,000 shares were redeemed
in 1998 in connection with the sale of a subsidiary company.
The 1997 Plan expired by its terms on September 30, 1997, and no
further shares will be issued thereunder.
MATTERS TO BE BROUGHT BEFORE THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Three directors will be elected at the meeting. The persons named below
have been nominated for election as directors. Should any nominee become unable
or unwilling to accept nomination or election, no person will be substituted in
his stead, and the Board of Directors, in accordance with the bylaws of the
company will by resolution reduce the number of members of the Board of
Directors accordingly or nominate a substitute to be elected at the meeting. The
Board of Directors has no reason to believe that any of the nominees will be
unable or unwilling to serve if elected, and to the knowledge of the Board of
Directors, each of the nominees intends to serve the entire term for which
election is sought.
<TABLE>
<CAPTION>
NAME(1) PRINCIPAL OCCUPATION DIRECTOR SINCE
------- -------------------- --------------
<S> <C> <C>
Robert F. Kuhnemund Chairman 2000
Larry Cahill President of Larkin, Inc. 1997
Brian K. Norman Attorney at Law 1999
</TABLE>
(1) For information concerning the ages, business experience and background
of the nominees, see "MANAGEMENT--DIRECTORS AND EXECUTIVE OFFICERS."
The affirmative vote of a plurality of the shares of common stock voted
for the election of directors is required for the election of directors. Votes
may be cast in favor of or withheld from a director nominee. Votes withheld from
a nominee will not affect the outcome of the election. In the election of
directors, stockholders are not entitled to cumulate their votes and are not
entitled to vote for a greater number of persons than the number of nominees for
election.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR AS SET FORTH ABOVE.
<PAGE> 11
APPROVAL OF AUDITORS
PROPOSAL 2. Ratification of Appointment of Auditors.
The Board of Directors has appointed Grant Thornton LLP to serve as the
company's independent auditors for the year ending June 30, 2001. The
shareholders are being asked to ratify the Board's appointment. The affirmative
vote, either in person or by proxy, of the holders or more than 50% of the
shares of common stock outstanding as of the Record Date, and that voted for or
against or expressly abstained, is necessary to ratify such appointment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING JUNE 30, 2001.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholders intending to submit proposals to be included in the proxy
materials for the 2001 Annual Meeting of Stockholders must submit their
proposals in writing so that they will be received by the company no later than
July 1, 2001. The proposals should be directed to the Secretary of the company,
Leslie D. Crone, at 8115 Preston Road, Eighth Floor East, Dallas, Texas 75225.
Under Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as
amended, proposals of stockholders must conform to certain requirements as to
form and may be omitted from the proxy materials under certain circumstances. To
avoid unnecessary expenditures of time and money by stockholders and the
company, stockholders are urged to review this Rule and, if questions arise,
consult legal counsel prior to submitting a proposal to the company.
<PAGE> 12
MISCELLANEOUS
The Board of Directors of the company knows of no matters other than
those described herein that will be presented for consideration at the meeting.
If, however, other matters come before the meeting, the proxy holders intend to
vote all proxies in accordance with their best judgment in the interest of the
company.
The cost of solicitation of proxies, including the cost of preparing,
printing and mailing proxy materials and the cost of reimbursing brokers for
forwarding proxies and Proxy Statements to their principals, will be borne by
the company. Proxies may also be solicited without extra compensation by the
officers and employees of the company by telephone, facsimile, telegraph or
personally. Arrangements may also be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation material
to the beneficial owners of shares of common stock held of record by such
persons, and the company may reimburse them for reasonable out-of-pocket
expenses incurred by them.
PLEASE DATE, SIGN, AND RETURN THE PROXY AT YOUR EARLIEST CONVENIENCE IN
THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.
A PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED, AS IT WILL SAVE THE EXPENSE
OF FURTHER MAILINGS.
A copy of the company's 2000 Annual Report containing audited financial
statements accompanies this Proxy Statement. The Annual Report does not
constitute any part of the proxy solicitation material.
By Order of the Board of Directors
Leslie D. Crone
Secretary
Dallas, Texas
October 27, 2000
<PAGE> 13
COMMON STOCK PROXY
MAX INTERNET COMMUNICATIONS, INC.
THIS COMMON STOCK PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby (1) acknowledges receipt of the Notice of Annual
Meeting of Shareholders of MAX Internet Communications, Inc. (the "Company") to
be held at the Doubletree Hotel at Lincoln Center, located at 5410 LBJ Freeway,
Dallas, Texas 75240, on November 29, 2000, beginning at 2:00 p.m., local time,
and the Proxy Statement in connection therewith and (2) appoints Leslie D.
Crone, the undersigned's proxies with full power of substitution for and in the
name, place and stead of the undersigned, to vote upon and act with respect to
all of the shares of Common Stock of the Company standing in the name of the
undersigned, or with respect to which the undersigned is entitled to vote and
act, at the meeting and at any adjournment thereof.
The undersigned directs that the undersigned's proxy be voted as
follows:
1. ELECTION OF DIRECTORS:
<TABLE>
<S> <C> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for [ ] ABSTAIN
(except as marked to the contrary below) all nominees listed below from voting
Robert F. Kuhnemund; Larry Cahill;
Brian K. Norman
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
2. RATIFY APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S AUDITORS
[ ] FOR ratification [ ] AGAINST ratification [ ] ABSTAIN from voting
3. IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTER WHICH MAY PROPERLY COME
BEFORE THE MEETING.
This proxy will be voted as specified above. If no specification is
made, this proxy will be voted for the election of the director nominees in item
1 above and for the ratification in item 2 above.
The undersigned hereby revokes any proxy heretofore given to vote or
act with respect to the Common Stock of the Company and hereby ratifies and
confirms all that the proxies, their substitutes, or any of them may lawfully do
by virtue hereof.
If more than one of the proxies named shall be present in person or by
substitute at the meeting or at any adjournment thereof, the majority of the
proxies so present and voting, either in person or by substitute, shall exercise
all of the powers hereby given.
Please date, sign and mail this proxy to the Company.
Date , 2000
-------------------- ----
------------------------------- --------------------------------------------
Signature of Shareholder Signature of Shareholder
Please date this proxy and sign your name
exactly as it appears hereon. Where there is
more than one owner, each should sign. When
signing as an attorney, administrator,
executor, guardian or trustee, please add
your title as such. If executed by a
corporation, the proxy should be signed by a
duly authorized officer.
