UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
RELATING TO SPECIAL MEETING OF THE SHAREHOLDERS OF
CLASSIFIED ONLINE.COM
(F/K/A FUJI ELECTROCELL CORP.)
(Exact name of registrant as specified in its charter)
Nevada 33-0199082
(State of organization) (IRS Employer Identification No.)
1839 S.E. Port Saint Lucie Blvd., Port Saint Lucie, FL 34952
(Address of principal executive offices)
Registrant's telephone number, including area code (561) 337-9999
Registrant's Attorney: Daniel G. Chapman, Esq., 2080 E. Flamingo
Road, Suite 112, Las Vegas, NV 89119
(702) 650-5660
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[X] No fee required.
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14(a)-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
PROXY STATEMENT TO BE MAILED TO SHAREHOLDERS ON August 26, 1999.
Date, Time, and Place Information
The meeting of shareholders will be held on September 21,
1999, at 9:00 a.m. at the Holiday Inn located at 10120 S.
Federal Hwy, Port St. Lucie, FL 34952. All shareholders of
record on August 20, 1999, may attend and vote in person or by
proxy.
The Proxy Statement shall be mailed August 26, 1999 to
shareholders of record on August 20, 1999.
The next annual meeting of the Company is scheduled for September
19, 2000. Any shareholder is permitted to present a proposal
to be voted upon at that meeting. Any such proposal must be
received by the Company no later than May 22, 2000 (120 days
before the meeting) .If the date of the annual meeting is
advanced by more than 30 calendar days or delayed by more than
90 calendar days from the above meeting date, the Company
shall, in a timely manner, inform all shareholders of the
changed meeting date and of the date by which such proposals
must be received.
Revocability of Proxy
Any and all proxies given by shareholders may be revoked by (i)
letter or facsimile, with the signature of the shareholder,
addressed to the Secretary of the Company, specifically revoking
the proxy, or (ii) a properly created proxy bearing a later date.
Any correspondence revoking a proxy is subject to the same
delivery requirements as the original proxy was subject to. A
revocation that is not timely received shall not be taken into
account, and the original proxy shall be counted. Neither
attendance at the meeting nor voting at the meeting shall revoke
the proxy.
N/A
Persons Making the Solicitation
The proxy is being solicited by the Company's Board of Directors.
N/A
Voting Securities and Principal Holders Thereof
Each shareholder is entitled to one vote for each share owned by
him or her. There is one class of voting stock, with a total of
10,000,369 shares outstanding, representing 10,000,369 votes.
Owners of shares, as listed on the books of the Company as of
August 20, 1999, shall be entitled to vote their shares either in
person or by proxy.
The following individuals own, either as an individual or
beneficially, more than 5% of the total outstanding stock.
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial
Ownership
Richard J. Oldfield 4,806,777 48.07%
1839 S.E. Port Saint
Lucie Blvd.
Port Saint Lucie, FL
34952
Alan Kipnis 1,000,001 10.00%
1839 S.E. Port Saint
Lucie Blvd.
Port Saint Lucie, FL
34952
James Blake 500,000 5.00%
1839 S.E. Port Saint
Lucie Blvd.
Port Saint Lucie, FL
34952
Steve Tierney 1,000,000 10.00%
1839 S.E. Port Saint
Lucie Blvd.
Port Saint Lucie, FL
34952
Michael J. Lates 1,500,000 15.00%
1839 S.E. Port Saint
Lucie Blvd.
Port Saint Lucie, FL
34952
Officers and Directors 7,806,778 78.06%
as a group (4
individuals)
</TABLE>
The following table lists the holdings of the officers and
directors of the Company.
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial
Ownership
Richard J. Oldfield 4,806,777 48.07%
1839 S.E. Port Saint
Lucie Blvd.
Port Saint Lucie, FL
34952
Alan Kipnis 1,000,001 10.00%
1839 S.E. Port Saint
Lucie Blvd.
Port Saint Lucie, FL
34952
James Blake 500,000 5.00%
1839 S.E. Port Saint
Lucie Blvd.
Port Saint Lucie, FL
34952
Michael J. Lates 1,500,000 15.00%
1839 S.E. Port Saint
Lucie Blvd.
Port Saint Lucie, FL
34952
</TABLE>
Note that Mr. Oldfield and Mr. Lates have been granted two
options each; one, which will expire in June 2002, allows each of
them to purchase up to one million (1,000,000) shares of the
company's common stock at a price of $2.50; the other, which will
expire in June 2001, allows each of them to purchase up to one
million (1,000,000) shares each of the company's common stock at
a price of $2.00. These options are granted as compensation for
their work on behalf of the Company. If these options were
exercised, Mr. Oldfield's ownership would increase to 48.62%,
while Mr. Lates' would increase to 25%. In such event, the
ownership of Messrs. Kipnis, Blake, and Tierney would decrease to
7.14%, 3.57%, and 7.14% respectively, and the officers and
directors would own 84.33% of the Company's common stock.
Directors and Executive Officers
The following individuals are members of the Company's Board of
Directors. They each serve until the next annual meeting of
shareholders, at which time new Directors will be elected. There
are no legal proceedings, in which any director, officer, or
affiliate of the Company, or any holder of more than 5% of the
Company's common stock, is a party adverse to the interests of
the Company. The Board has no standing committees of any kind.
Richard J. Oldfield, President
Mr. Oldfield, age 50, is the President and a Director of the
Company, and has been since April, 1998. Mr. Oldfield has served
as President of Treasure Coast Mortgage since 1987. Prior to his
tenure with Treasure Coast Mortgage, Mr. Oldfield was a
successful real estate broker, working with Walter Mortgage from
1985 to 1987, Draizin Realty from 1984 to 1985, Tardiff Realty
from 1982 to 1983, and Kenny Rogers Realty from 1981 to 1982.
Prior to that time he worked as a commercial fisherman from 1974
to 1980. He was a dean's list student at Broward Community
College, where he attended at various times from 1967-1974, and
was a sergeant in the U.S. army from 1968 to 1970, where he
received the Bronze Star.
James Blake, Secretary/Treasurer
Mr. Blake is the Secretary and Treasurer of the Company, and has
served in those positions since April, 1998. Mr. Blake has served
as President of American International Square, Ltd. since
February, 1996. From March, 1989 through November, 1991, he was
the Secretary of Taj & Blake International Trading Company. Both
of these companies were general trading entities which located
goods manufactured in the United States for overseas buyers. Mr.
Blake is a member of Who's Who in Finance and Industry, and has
received the "Good Citizenship Award" from the Daughters of the
American Revolution, and the "God and Country Award" from the Boy
Scouts of America.
Alan Kipnis, Director
Mr. Kipnis, age 50, is a Principal of Lee & Associates Commercial
Real Estate Services - Los Angeles North, Inc. (a member of the
Lee & Associates Group of Companies.) Prior to Lee & Associates,
Mr. Kipnis was First Vice President with CB Commercial Real
Estate Group (Coldwell Banker) for 18 years in Industrial/Office
Sales and Leasing in the San Fernando Valley area of Los Angeles.
Prior to that, he was President of Marketing for CPI Business
Systems, and worked as Marketing Representative for IBM for eight
years. He is a member of the American Industrial Real Estate
Association (AIR). Mr. Kipnis earned a Bachelors Degree in
Mathematics from UCLA in 1969, and a Masters in Business from
UCLA in 1971.
Michael J. Lates, Director
Michael Lates, age 28, is currently the President of the Patriot
Computer Systems Inc. Since November 1989, he has been in the
U.S. Army as a Staff Sergeant; Network Switching Systems
Operator/Maintainer; he is now a supervisor. From September to
November 1989, he worked for Miller Filmore Hospital in Computer
Operations.
During 1999, the Company's predecessor, Fuji Electrocell Corp.,
entered into a stock exchange agreement with Classified
OnLine.Com, a company in which Mr. Oldfield held over 55% of the
common stock, Mr. Lates owned over 16% of the stock, and together
with Mr. Kipnis, who owned just under 10%, comprised the Board of
Directors. Mr. Lates and Mr. Oldfield had started Classified
OnLine.Com. Mr. Lates contributed the technological ability to
create the web-site. The Exchange Agreement by which Fuji
acquired Classified OnLine.Com, was approved by the boards of
both companies, and by the shareholders of each, in accordance
with Nevada law.
Also during 1999, Mr. Steven Hocke resigned as a Director of Fuji
Electrocell Corp. He was replaced on the board by Mr. Lates, who
was then appointed as Vice President and given the task of
identifying internet-type business for the company to enter into
a business combination with.
Compensation of Directors and Executive Officers
None of the Company's officers and directors are compensated for
their work on the Company's behalf. During 1999, Mr. Lates and
Mr. Oldfield were each granted two options, one, to purchase up
to one million shares of the Company's common stock during the
next three years at a price of $2.50 per share and, the other, to
purchase one million shares of the Company's stock during the
next two years at a price of $2.00 per share. During 1999, James
Blake, the Company's treasurer, and Michael Lates, were each
given common stock as partial compensation for their past and
future compensation on the Company's behalf. Post-exchange, this
totals 500,000 shares for Mr. Blake, 1,500,000 shares for Mr.
Lates. Mr. Kipnis received a total of 786,090 shares for his work
in setting up Classified OnLine.Com. No stock or options were
granted during the period 1996-1998.
ITEM 9 through ITEM 20. Not Applicable
ITEM 21. Vote Required for Approval
Each shareholder is entitled to one vote (for or against each
director standing for election) for each share he or she held of
record on August 20, 1999. In order to be elected, each director
must obtain a majority of the votes cast, either in-person or by
proxy, at the annual meeting, provided that a quorum (a majority
of the issued and outstanding shares of common stock) are present
at the meeting, either in-person or by proxy.
N/A
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Classified OnLine.Com
By: /s/ Richard J. Oldfield
Richard J. Oldfield, President
PROXY CARD FOR CLASSIFIEDONLINE.COM (the "Corporation")
This proxy is solicited on behalf of the Board of Directors of
the Corporation for the Annual Meeting of Shareholders to be held
on September 21, 1999. The Board of Directors recommends a vote
"FOR" the following:
Election of Directors:
To elect Richard J. Oldfield to the Board of Directors of
the Corporation
FOR AGAINST ABSTAIN
To elect Alan R. Kipnis to the Board of Directors of the
Corporation
FOR AGAINST ABSTAIN
To elect Michael J. Lates to the Board of Directors of the
Corporation
FOR AGAINST ABSTAIN
Votes MUST be indicated by placing an "X" in one of the above
boxes for each nominee using black or blue ink. The undersigned
hereby appoints Richard J. Oldfield, proxy, with full power of
substitution, to vote all shares of Common Stock of the
undersigned in the Corporation at the Annual Meeting of
Shareholders to be held on September 21, 1998, and at any
adjournment thereof, upon all subjects that may properly come
before the meeting. IF SPECIFIC DIRECTIONS ARE NOT GIVEN WITH
RESPECT TO ANY MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING AND
THIS PROXY CARD IS SIGNED AND RETURNED, THE PROXY WILL VOTE IN
ACCORDANCE WITH THE ABOVE RECOMMENDATION AND ON ANY MATTER THAT
MAY PROPERLY COME BEFORE THE MEETING.
Please date and sign exactly as your name or names appear on this
proxy card. If the shares are held jointly, each shareholder
should sign. If signing as an executor, trustee, administrator,
custodian, guardian, corporate officer, or pursuant to a power of
attorney, please so indicate below.
<TABLE>
<S> <C>
Dated: By:
Print Name:
</TABLE>
Check this box if you have either a change of address or
comments, and please note the same on this proxy card.
