<PAGE>
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
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
AMCI INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions apply:
(3) Per unit price or other underlying value of transactions computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
AMCI INTERNATIONAL, INC.
115 Newtown Road
Plainview, New York 11803
----------------
December 10, 1999
----------------
To the shareholders of AMCI International, Inc.:
On behalf of the Board of Directors of AMCI International, Inc. (the
"Company" or "AMCI"), I cordially invite you to attend the Special Meeting of
shareholders of AMCI (the "Special Meeting") to be held at 115 Newtown Road,
Plainview, New York on December 28, 1999 at 11:00 a.m. local time.
At the Special Meeting, you will be asked to approve an amendment to the
Articles of Incorporation, as amended, of the Company (the "Articles of
Incorporation") that will change the name of the Company to Shopss.com, Inc.
In addition, you will be asked to approve a resolution providing that any
action of the Company that may be taken at any annual or special meeting of
shareholders may, in lieu of such meeting, be taken by written consent of the
holders of outstanding shares of the capital stock of the Company having not
less than the minimum number of votes that would be necessary to authorize or
take the action at any meeting at which all shares of capital stock of the
Company entitled to vote thereon were present and voted (the "Written Consent
Resolution").
The Board of Directors has unanimously approved the amendment to the
Articles of Incorporation and the Written Consent Resolution and determined
that they are advisable, fair to and in the best interests of the shareholders
of AMCI. The Board of Directors unanimously recommends that you vote FOR
approval of the amendment to the Articles of Incorporation and the Written
Consent Resolution.
Approval of the amendment to the Articles of Incorporation and the Written
Consent Resolution will require the affirmative vote of the holders of a
majority of the voting power of all shares of the common stock of the Company
outstanding on November 12, 1999, the record date, with each share of common
stock of the Company entitled to one vote.
Details of the amendment to the Articles of Incorporation and the Written
Consent Resolution appear in the accompanying Proxy Statement. Please give
this material your careful attention.
Whether or not you plan to attend the Special Meeting, please complete, sign
and date the accompanying proxy and return it in the enclosed prepaid
envelope. If you hold shares of common stock of the Company and attend the
Special Meeting, you may vote in person even if you have previously returned
your proxy card. Your prompt cooperation will be greatly appreciated.
Sincerely,
Gerard Conca
President
<PAGE>
AMCI INTERNATIONAL, INC.
115 Newtown Road
Plainview, New York 11803
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held December 28, 1999
----------------
To the shareholders of AMCI International, Inc.:
NOTICE IS HEREBY GIVEN that the Special Meeting of shareholders of AMCI
International, Inc., a Utah corporation (the "Company" or "AMCI"), will be
held at 11:00 a.m., local time, on December 28, 1999, at 115 Newtown Road,
Plainview, New York (the "Special Meeting"), for the following purposes:
1. To vote on a proposal to amend the Articles of Incorporation of the
Company to change the name of the Company to Shopss.com, Inc.
2. To vote on a resolution providing that any action of the Company that
may be taken at any annual or special meeting of shareholders may, in lieu
of such meeting, be taken by written consent of the holders of outstanding
shares of the capital stock of the Company having not less than the minimum
number of votes that would be necessary to authorize or take the action at
any meeting at which all shares of capital stock of the Company entitled to
vote thereon were present and voted.
3. To transact any other business that may properly come before the
Special Meeting, including any motion to adjourn the meeting to a later
date to permit further solicitation of proxies, or any postponements or
adjournments thereof.
Only shareholders of record at the close of business on November 12, 1999
are entitled to notice of and to vote at the Special Meeting and any
postponement or adjournment thereof.
By Order of the Board of Directors,
Gerard Conca
President
Plainview, New York
December 10, 1999
All shareholders are cordially invited to attend the Special Meeting. To
ensure your representation at the Special Meeting, however, you are urged to
mark, sign, date and return the enclosed proxy card in the accompanying
envelope, whether or not you expect to attend the Special Meeting. Any holder
of common stock of the Company attending the Special Meeting may vote in
person even if that shareholder has returned a proxy card.
YOUR VOTE IS IMPORTANT. WE HAVE SENT PROXY CARDS TO HOLDERS OF COMMON
STOCK. TO VOTE YOUR SHARES, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD PROMPTLY IN THE ENCLOSED RETURN ENVELOPE. PLEASE DO
NOT SEND US YOUR AMCI STOCK CERTIFICATES.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
The Special Meeting...................................................... 1
Date; Time and Place; Matters to be Considered......................... 1
Record Date; Quorum; Voting at the Special Meeting..................... 1
Voting of Proxies...................................................... 2
Revocation of Proxies and Voting Instructions.......................... 2
Proxy Solicitation..................................................... 2
Proposal 1: Amendment of the Articles of Incorporation.................. 3
Proposal 2: Authority to Take Action by Written Consent of Fewer than
All of the Shareholders Entitled to Vote.................... 4
Principal Shareholders................................................... 6
Forward Looking Statements............................................... 6
Other Matters............................................................ 7
Available Information.................................................... 7
Shareholder Proposals.................................................... 7
</TABLE>
i
<PAGE>
AMCI INTERNATIONAL, INC.
115 Newtown Road
Plainview, New York 11803
----------------
PROXY STATEMENT
for
SPECIAL MEETING OF SHAREHOLDERS
To Be Held On December 28, 1999
----------------
THE SPECIAL MEETING
Date; Time and Place; Matters to be Considered
This Proxy Statement is being furnished to holders of common stock, par
value US$0.001 per share, of the Company (the "Common Stock") in connection
with the solicitation of proxies by the Board of Directors for use at the
Special Meeting and any adjournments or postponements thereof. The Special
Meeting will be held at 11:00 a.m., local time, on December 28, 1999, at 115
Newtown Road, Plainview, New York. At the Special Meeting the holders of
Common Stock will be asked (i) to vote on a proposal to approve an amendment
to the Articles of Incorporation of the Company (the "Articles Amendment");
(ii) to vote on a resolution providing that any action of the Company that may
be taken at any annual or special meeting of shareholders may, in lieu of such
meeting, be taken by written consent of the holders of outstanding shares of
the capital stock of the Company having not less than the minimum number of
votes that would be necessary to authorize or take the action at any meeting
at which all shares of capital stock of the Company entitled to vote thereon
were present and voted (the "Written Consent Resolution"); and (iii) to
transact any business that may properly come before the Special Meeting or any
adjournments or postponements thereof.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ARTICLES AMENDMENT AND
THE WRITTEN CONSENT RESOLUTION AND DETERMINED THAT THEY ARE ADVISABLE, FAIR TO
AND IN THE BEST INTERESTS OF THE SHAREHOLDERS OF AMCI. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT AMCI'S SHAREHOLDERS APPROVE THE ARTICLES
AMENDMENT.
Record Date; Quorum; Voting at the Special Meeting
The Board of Directors has fixed the close of business on November 12, 1999
as the record date (the "Record Date") for determining the holders of Common
Stock entitled to notice of and to vote at the Special Meeting. As of the
Record Date, there were issued and outstanding 20,000,160 shares of Common
Stock.
A quorum is necessary in order for a vote on the proposal presented at the
Special Meeting. The presence in person or by proxy of the holders of record
of thirty percent (30%) of the voting power of the outstanding shares of
Common Stock is necessary for there to be a quorum for purposes of voting on
the Articles Amendment and the Written Consent Resolution.
Abstentions (i.e., votes withheld by shareholders who are present and
entitled to vote) and broker non-votes (i.e., shares held by a broker for its
customers that are not voted because the broker does not receive instructions
from the customer or because the broker does not have discretionary voting
power with respect to the item under consideration) will be counted as present
for purposes of determining whether there is a quorum for the transaction of
business.
<PAGE>
In accordance with the Utah Revised Business Corporation Act ("URBCA"), the
Articles of Incorporation of the Company and the By-laws of the Company, the
affirmative vote of the holders of a majority of the voting power of all
outstanding shares of the Common Stock, with each share of Common Stock
entitled to one vote, is required to approve the Articles Amendment and the
Written Consent Resolution. Accordingly, abstention and broker non-votes will
have the effect of votes against the approval of the Articles Amendment and
the Written Consent Resolution.
Voting of Proxies
All shares of Common Stock that are entitled to vote and are represented at
the Special Meeting by properly executed proxy cards received prior to or at
the Special Meeting, and not duly and timely revoked, will be voted at the
Special Meeting (or adjournment or postponement thereof) in accordance with
the instructions indicated on the proxy cards. If no instructions are
indicated, the proxies will be voted FOR approval of the Articles Amendment
and the Written Consent Resolution.
If any other matters are properly presented for consideration at the Special
Meeting, then Gerard Conca and Michelle Miller, and each of them (the persons
named in the enclosed proxy card as the proxies for the Common Stock) will
have discretion to vote on these matters in accordance with their best
judgment.
Revocation of Proxies and Voting Instructions
A holder of Common Stock may revoke a proxy card given pursuant to this
solicitation at any time before the proxy card is voted by returning a
subsequently dated proxy card to the Secretary of AMCI, by filing an
instrument in writing with the Secretary of AMCI revoking the proxy card, or
by voting in person at the Special Meeting. Attendance at the Special Meeting
will not in and of itself revoke a proxy card.
Holders of Common Stock who are entitled to revoke their proxy card may do
so via facsimile at (516) 454-4842. Any beneficial owner of Common Stock whose
shares are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee and who wishes to revoke should contact the
registered holder promptly and instruct the registered holder to revoke on his
behalf. There can be no assurance that the registered holder will have
sufficient time prior to the Special Meeting to deliver a revocation upon
instruction by the beneficial owner.
Proxy Solicitation
AMCI will pay its own expenses incurred in connection with this Proxy
Statement and the Special Meeting, including the disbursements of legal
counsel and accountants. In addition to solicitation by mail, proxies may be
solicited by directors, officers and employees of AMCI in person or by
telephone, facsimile or other means of communication. The directors, officers
and employees will not be additionally compensated, but will be reimbursed for
reasonable out-of-pocket expenses, in connection with their solicitation.
Arrangements will also be made with custodians, nominees and fiduciaries for
forwarding of proxy solicitation materials to beneficial owners of shares held
of record by the custodians, nominees and fiduciaries, and AMCI will reimburse
the custodians, nominees and fiduciaries for reasonable expenses incurred in
connection therewith.
SHAREHOLDERS SHOULD NOT SEND ANY STOCK CERTIFICATES
WITH THEIR PROXY CARDS.
2
<PAGE>
PROPOSAL 1: AMENDMENT OF THE ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved, subject to shareholder
approval, an amendment to the Articles of Incorporation of the Company to
change the name of the Company to Shopss.com, Inc.
The text of Article I, as it is proposed to be amended, is as follows: "The
name of the Corporation is Shopss.com, Inc."
On October 27, 1999 (the "Closing Date"), pursuant to an Asset Purchase
Agreement dated as of October 26, 1999, the Company acquired certain of the
assets (the "OCSM Assets") of OSCM-One Stop.com, Inc., a Florida corporation
("OSCM"). The OSCM Assets consisted of (i) an 80% ownership interest in CCM
Computer Accessories, Inc., a New York corporation ("CCM") (which is engaged
in the assembly of personal computers, and the reselling of customized
solutions relating to document imaging and PC networking); (ii) all rights to
purchase the remaining 20% ownership interest in CCM; and (iii) all assets
related to OSCM's Shopss.com virtual shopping mall including, but not limited
to, all software, web sites and related technology, customers and customer
lists, patents, trademarks and trade names and each and every thing, item,
technology or otherwise, specifically related thereto. The Company agreed to
assume the liabilities related to the Shopss.com business as booked on the
financial statements of OSCM and the liability for the put requiring OSCM to
purchase the remaining 20% interest in CCM.
In exchange for the OSCM Assets, the Company issued to OSCM 2,207,898 shares
(on a pre-split basis) or an amount equal to approximately 60% of its post-
closing outstanding Common Stock and agreed to pay OSCM cash in the amount of
$5,000,000 of which $1,000,000 has been paid, $1,000,000 will be paid by
December 31, 1999 and $3,000,000 will be paid by January 2, 2000. The cash
payments are to be made from the proceeds of a $25,000,000 equity investment
in the Company for which the Company has received a firm commitment. The
outstanding post-agreement shares of Common Stock were forward split as of
October 27, 1999 on the basis of 5.435034 for one, resulting in 20,000,000
post-split and post-agreement outstanding shares of AMCI's Common Stock.
On the Closing Date, David C. Merrell resigned as President and a director
of the Company and Michael C. Brown resigned as Secretary, Treasurer and a
director of the Company. Immediately following such resignations, the
following persons became the members of the Board of Directors of the Company:
(a) Rami Adler, the President, Chief Executive Officer and a director and
shareholder of OSCM;
(b) Gerard Conca, the President of CCM and the Vice President and a
director and shareholder of OSCM; and
(c) Michelle Miller, the Vice President, Operations of CCM and a
shareholder of OSCM.
The Board of Directors believes that it is advisable and in the Company's
best interests that the Company change its name from AMCI International, Inc.
to Shopss.com, Inc. to reflect the new business that the Company has acquired
from OSCM.
Dissenter's Rights
Pursuant to the URBCA, the Company's shareholders are not entitled to
dissenter's rights of appraisal with respect to the Articles Amendment.
FOR THE REASONS STATED HEREIN, THE BOARD OF DIRECTORS OF THE COMPANY
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY VOTE FOR APPROVAL
OF THE ARTICLES AMENDMENT TO CHANGE THE NAME OF THE COMPANY.
3
<PAGE>
PROPOSAL 2: AUTHORITY TO TAKE ACTION BY WRITTEN CONSENT OF FEWER THAN
ALL OF THE SHAREHOLDERS ENTITLED TO VOTE
The Board of Directors has unanimously approved a resolution providing that
any action of the Company that may be taken at any annual or special meeting
of shareholders, may instead be taken by written consent of the holders of
outstanding shares of capital stock of the Company having not less than the
minimum number of votes that would be necessary to authorize or take the
action at any meeting at which all shares of the capital stock of the Company
entitled to vote thereon were present and voted.
The resolution (the "Written Consent Resolution") is as follows:
"RESOLVED: That, subject to the limitations contained in Subsection 16-10a-
704(5) of the Utah Revised Business Corporation Act, any action
of the Company that may be taken at any annual or special
meeting of shareholders may, in lieu of such meeting, be taken
by written consent of the holders of outstanding shares of
capital stock of the Company having not less than the minimum
number of votes that would be necessary to authorize or take the
action at any meeting at which all shares of the capital stock
of the Company entitled to vote thereon were present and voted."
Subsection 16-10a-704(1) of the URBCA provides that, unless otherwise
provided in the articles of incorporation of a corporation and subject to the
limitations of Subsection 16-10a-1704(4) of the URBCA, any action which may be
taken at any annual or special meeting of shareholders may be taken without a
meeting and without prior notice, if one or more consents in writing, setting
forth the action so taken, are signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to vote
thereon were present and voted; provided, however, that, according to
Subsection 16-10a-704(5) of the URBCA, directors may not be elected by written
consent except by unanimous written consent of all shares entitled to vote for
the election of directors.
However, Subsection 16-10a-1704(4) of the URBCA provides that the provisions
of Section 16-10-704 of the URBCA may not operate to permit a corporation in
existence prior to July 1, 1992, to take any action by the written consent of
fewer than all of the shareholders entitled to vote with respect to the
subject matter of the action, until the date a resolution providing otherwise
is approved either:
(a) by a consent in writing, setting forth the proposed resolution,
signed by all of the shareholders entitled to vote with respect to the
subject matter of the resolution; or
(b) at a duly convened meeting of shareholders, by the vote of the same
percentage of shareholders of each voting group as would be required to
include the resolution in an amendment to the corporation's articles of
incorporation.
The Company was incorporated on June 30, 1983. Therefore, the Company may
not take any action by the written consent of fewer than all of the
shareholders entitled to vote with respect to the subject matter of the action
until a resolution providing otherwise is approved by the same percentage of
shareholders of each voting group as would be required to include the
resolution in an amendment to the Company's Articles of Incorporation, which,
in the case of the Company, is a majority of the holders of the Common Stock.
The Articles of Incorporation do not prohibit the Company from taking action
by written consent as contemplated by the Written Consent Resolution.
The Board of Directors of the Company believes that it is advisable and in
the Company's best interest that the Written Consent Resolution be approved.
Approval of the Written Consent Resolution would allow the Company, in certain
circumstances, to avoid the expenses associated with holding shareholder
meetings and soliciting proxies by enabling the Company to take action by
written consent of the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote thereon were present
and voted.
4
<PAGE>
Dissenter's Rights
Pursuant to the URBCA, the Company's shareholders are not entitled to
dissenter's rights of appraisal with respect to the Written Consent
Resolution.
FOR THE REASONS STATED HEREIN, THE BOARD OF DIRECTORS OF THE COMPANY
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY VOTE FOR APPROVAL
OF THE WRITTEN CONSENT RESOLUTION.
5
<PAGE>
PRINCIPAL SHAREHOLDERS
Persons Entitled to Notice
The record date for the determination of the shareholders entitled to notice
of and to consent to the Articles Amendment and the Written Consent Resolution
has been fixed as of the close of business on November 12, 1999. As of
November 12, 1999 there were 20,000,160 outstanding shares of Common Stock,
each of which is entitled to one vote.
Security Ownership of Certain Beneficial Owners
The following table sets forth the share holdings of those persons who own
more than five percent (5%) of the Company's Common Stock as of November 12,
1999, by (i) each person known by the Company to beneficially own 5% or more
of the outstanding shares of voting securities, (ii) each director of the
Company, (iii) the executive officers of the Company, and (iv) all directors
and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number of Shares Percentage(1)
------------------------------------ ---------------- -------------
<S> <C> <C>
OSCM-One Stop.com, Inc...................... 12,003,000 60.0%
115 Newtown Road
Plainview, New York 11803
All directors and executive officers as a
group (3 persons).......................... -- --
</TABLE>
- --------
(1) Based on 20,000,160 shares of Common Stock of AMCI outstanding as of
November 12, 1999. Does not include an indeterminable number of shares
issuable pursuant to (1) a promissory note payable to Gerard Conca and
Michelle Miller providing for six consecutive payments of shares of Common
Stock of AMCI commencing October 27, 1999, with each payment consisting of
the number of shares of Common Stock of AMCI equal to $50,000 and valued
at the average of the closing bid prices for the 25 trading days for the
period ending seven business days before the payment date and (2) the
right of Mr. Conca and Ms. Miller to convert all of the remaining 20% of
the stock of CCM into Common Stock of AMCI, the number of shares of which
shall be determined by dividing 200,000 by the average of the closing bid
prices for the 25 days for the period ending seven business days before
the date of conversion. If the Company does not receive notice of such
conversion prior to June 30, 2001, AMCI may acquire the remaining 20% of
CCM at a purchase price of $250,000 payable by delivery of a number of
shares of Common Stock of AMCI valued at the average of the closing bid
prices for the 25 trading days for the period ending seven business days
before the date of the option exercise notice.
FORWARD LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements. Future events and
actual results, financial or otherwise, may differ materially from the results
set forth in or implied in the forward-looking statements. Factors that might
cause such a difference include the risks and uncertainties involved in the
Company's business, including, but not limited to, the effect of economic and
market conditions, the level and volatility of interest rates and the impact
of current or pending legislation and regulation.
6
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other matter to be acted upon at the
Special Meeting. However, if any other matters are properly brought before the
Special Meeting, the persons named in the accompanying form of proxy card as
proxies by the holders of the Common Stock will vote thereon in accordance
with their best judgment.
AVAILABLE INFORMATION
AMCI is subject to the information requirements of the Exchange Act, and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC"). The reports, proxy
statements and other information filed by the Company with the SEC can be
inspected and copied at the public reference facilities maintained by the SEC
at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the following Regional Offices of the SEC: Seven World Trade Center,
13th Floor, New York, New York 10048 and Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of the material
also can be obtained from the Public Reference Section of the SEC, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. AMCI is an
electronic filer under the EDGAR (Electronic Data Gathering, Analysis and
Retrieval) system maintained by the SEC. The SEC maintains a Web site
(http://www.sec.gov) on the Internet that contains reports, proxy and
information statements and other information regarding companies that file
electronically with the SEC.
SHAREHOLDER PROPOSALS
Under the rules of the SEC, any shareholder of AMCI who wishes to submit a
proposal for presentation at the Company's 2000 Annual Meeting of shareholders
must submit the proposal to the Company at its principal executive offices,
Attention: Secretary. The proposal must be received no later than March 15,
2000 for inclusion, if appropriate, in the Company's proxy statement and form
of proxy card relating to the 2000 Annual Meeting. Proposals which the
Company's shareholders intend to present at the 2000 Annual Meeting of
shareholders pursuant to Rule 14a-8 promulgated under the Exchange Act and
wish to have included in the Company's proxy materials relating to that
meeting must be received by the Company a reasonable time prior to the date
that the Company distributes the proxy materials to its shareholders. Under
the rules of the SEC, if a shareholder fails to notify the Company of its
intention to bring a non-Rule 14a-8 proposal before the 2000 Annual Meeting
within a reasonable time prior to the date that the Company distributes the
proxy materials relating to such meeting to its shareholders, then the proxy
card solicited by the Board of Directors of AMCI may grant discretionary
voting authority to the proxies named in the proxy card with respect to the
non-Rule 14a-8 proposal.
BY ORDER OF THE BOARD OF DIRECTORS
Gerard Conca
President
7
<PAGE>
AMCI INTERNATIONAL, INC.
The undersigned, a Shareholder of AMCI International, Inc., a Utah
corporation (the "Company"), hereby appoints GERARD CONCA and MICHELLE MILLER,
and each of them, the proxies of the undersigned, each with full power of
substitution, to attend, vote and act for the undersigned at the Special
Meeting of Shareholders of the Company, to be held on December 28, 1999 (the
"Meeting"), and any adjournments thereof, to vote and represent all of the
shares of the Company which the undersigned would be entitled to vote, as
follows:
The Board of Directors recommends a FOR vote on Proposal 1 and a FOR vote on
Proposal 2.
1. APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY
(THE "AMENDMENT") TO CHANGE THE NAME OF THE COMPANY TO SHOPSS.COM, INC., as
provided in the Company's Proxy Statement:
[_] FOR [_] AGAINST [_] ABSTAIN
2. APPROVAL OF THE RESOLUTION (THE "RESOLUTION") PROVIDING THAT ANY ACTION OF
THE COMPANY THAT MAY BE TAKEN AT ANY ANNUAL OR SPECIAL MEETING OF SHAREHOLDERS
MAY, IN LIEU OF SUCH MEETING, BE TAKEN BY WRITTEN CONSENT OF THE SHAREHOLDERS,
as provided in the Company's Proxy Statement:
[_] FOR [_] AGAINST [_] ABSTAIN
3. Upon such other business as may properly come before the Meeting or any
adjournments thereof.
The undersigned hereby revokes any other proxy to vote at the Meeting, and
hereby ratifies and confirms all that said attorneys and proxies, and each of
them, may lawfully do by virtue hereof. With respect to matters not known at
the time of the solicitation hereof, said proxies are authorized to vote in
accordance with their best judgment.
This Proxy will be voted in accordance with the instructions set forth above.
This Proxy will be treated as a GRANT OF AUTHORITY TO VOTE FOR the Amendment
and FOR the Resolution and as said proxy shall deem advisable on such other
business as may come before the Meeting, unless otherwise directed.
The undersigned acknowledges receipt of a copy of the Notice of Special
Meeting and accompanying Proxy Statement dated December 10, 1999 relating to
the Meeting.
Date: _________________, 1999
_____________________________
_____________________________
Signature(s) of
Shareholder(s)
(See Instructions Below)
The signature(s) hereon
should correspond exactly
with the name(s) of the
Shareholder(s) appearing on
the Share Certificates. If
stock is jointly held, all
joint owners should sign.
When signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such. If
signer is a corporation,
please sign the full corpo-
ration name, and give title
of signing officer.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AMCI INTERNATIONAL, INC.
