<PAGE>
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:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
IT STAFFING LTD.
- -------------------------------------------------------------------------------
(Name of Registrant as specified in its charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement), if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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 transaction
applies:
-------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (A)
-----------
(4) Proposed maximum aggregate value of transaction:
-----------
(5) Total fee paid:
------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------
(2) Form, Schedule or Registration Statement No.:
-------------
(3) Filing Party:
---------------------------------------
(4) Date Filed:
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<PAGE>
IT STAFFING LTD.
55 University Avenue, Suite 505
Toronto, Ontario M5J 2H7
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NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 11, 2000
TO THE STOCKHOLDERS OF IT STAFFING LTD.:
NOTICE IS HEREBY GIVEN, that the Special Meeting (the "Meeting") of
Stockholders of IT Staffing Ltd. (the "Company") will be held at 10:00 A.M. on
February 11, 2000 at the Company's executive offices located at 55 University
Avenue, Suite 505, Toronto, Ontario M5J 2H7, for the following purposes:
1. To vote upon the ratification of the issuance of more than 617,729 shares
of the Company's common stock, if necessary, upon: (i) the conversion of
the Company's Series A Eight Percent (8%) Cumulative Convertible Preferred
Stock; and (ii) the exercise of Warrants, which represents an issuance of
more than twenty percent (20%) of the issued and outstanding shares of the
Company's common stock, and therefore requires stockholder approval under
the rules of the National Association of Securities Dealers, Inc.;
2. To vote upon the ratification of the issuance of more than 617,729 shares
of the Company's common stock, if necessary, in connection with the
proposed acquisitions, which represents an issuance of more than twenty
percent (20%) of the issued and outstanding shares of the Company's common
stock, and therefore requires stockholder approval under the rules of the
National Association of Securities Dealers, Inc.;
3. To vote upon the proposal to change the corporate name of IT Staffing Ltd.
to Thinkpath Inc., the text of such resolution being attached to the Proxy
Statement as Schedule A; and
4. To transact such other business as may properly come before the Meeting and
any continuations and adjournments thereof.
Stockholders of record at the close of business on January 17, 2000 are
entitled to notice of and to vote at the meeting.
In order to ensure a quorum, it is important that stockholders
representing a majority of the total number of shares issued and outstanding and
entitled to vote be present in person or represented by their proxies.
Therefore, whether you expect to attend the meeting in person or not, please
sign, fill out, date and return the enclosed proxy in the self-addressed,
postage-paid envelope also enclosed. If you attend the meeting and prefer to
vote in person, you can revoke your proxy.
In addition, please note that abstentions are included in the
determination of the number of shares present and voting, for purposes of
determining the presence or absence of a quorum for the transaction of business.
Abstentions are not counted as voted either for or against a proposal.
By Order of the Board of Directors, January ____, 2000
/s/ Declan French
Chairman of the Board of Directors
<PAGE>
IT STAFFING LTD.
55 University Avenue, Suite 505
Toronto, Ontario M5J 2H7
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PROXY STATEMENT
-------------------------------
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 11, 2000
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of IT Staffing Ltd. (the "Company"), for
use at the Special Meeting of Stockholders of the Company (the "Meeting") to be
held on February 11, 2000 at 10:00 A.M. at the Company's executive offices
located at 55 University Avenue, Suite 505, Toronto, Ontario M5J 2H7 and at any
continuation and adjournment thereof. Anyone giving a proxy may revoke it at any
time before it is exercised by giving the Chairman of the Board of Directors of
the Company written notice of the revocation, by submitting a proxy bearing a
later date, or by attending the Meeting and voting. This statement, the
accompanying Notice of Meeting and form of Proxy have been first sent to the
stockholders on or about January ___, 2000.
In addition, please note that abstentions are included in the
determination of the number of shares present and voting, for purposes of
determining the presence or absence of a quorum for the transaction of business.
Abstentions are not counted as voted either for or against a proposal.
All properly executed, unrevoked proxies on the enclosed form, which
are received in time will be voted in accordance with the stockholder's
directions, and unless contrary directions are given, will be voted for the
proposals described below.
OWNERSHIP OF SECURITIES
Only stockholders of record at the close of business on January 17,
2000, the date fixed by the Board of Directors in accordance with the Company's
By-Laws, are entitled to vote at the Meeting. As of January 17, 2000 there were
issued and outstanding 3,088,645 shares of the Company's common stock.
Each outstanding share of common stock is entitled to one vote on all
matters properly coming before the Meeting. A majority of the shares of the
outstanding common stock is necessary to constitute a quorum for the Meeting.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of January 17, 2000, the names and
beneficial ownership of the Company's common stock beneficially owned, directly
or indirectly, by: (i) each person who is a director or executive officer of the
Company; (ii) all directors and executive officers of the Company as a group;
and (iii) all holders of five percent (5%) or more of the outstanding shares of
the common stock of the Company:
<TABLE>
<CAPTION>
Names and Address of Amount and Nature of Percentage of Shares
Beneficial Owner(1) Beneficial Ownership(2) Outstanding
- -------------------- ----------------------- --------------------
<S> <C> <C>
Declan French........................... 1,121,126(3) 35.2%
John R. Wilson.......................... 150,914(4) 4.9%
John A. Irwin........................... 130,914 4.2%0
Lloyd MacLean........................... 163,459(5) 5.2%
William J. Neill........................ 19,637 *
John Dunne.............................. 13,091(6) *
James Reddy............................. 19,637 *
Roger W. Walters........................ 163,767 5.3%
All directors and officers
As a group (8 persons)
(3)(4)(5)(6)............................ 1,782,545 54.7%
</TABLE>
* Less than one %.
(1) Except as set forth above, the address of each individual is 55 University
Avenue, Suite 505, Toronto, Ontario M5J 2H7.
<PAGE>
(2) Based upon information furnished to the Company by either the directors and
executive officers or obtained from the stock transfer books of the
Company. The Company is informed that these persons hold the sole voting
and dispositive power with respect to the common stock except as noted
herein. For purposes of computing "beneficial ownership" and the percentage
of outstanding common stock held by each person or group of persons named
above as of the date of this Proxy, any security which such person or group
of persons has the right to acquire within sixty (60) days after such date
is deemed to be outstanding for the purpose of computing beneficial
ownership and the percentage ownership of such person or persons, but is
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.
(3) Includes 510,563 shares of common stock owned by Christine French, the wife
of Declan French and 100,000 shares of common stock issuable upon options
issued to Declan French that are currently exercisable or exercisable
within the next 60 days.
(4) Includes 20,000 shares of common stock issuable upon options that are
currently exercisable or exercisable within the next 60 days.
(5) Includes 113,459 shares of common stock owned by Globe Capital Corporation,
an Ontario corporation that is wholly-owned by Lloyd MacLean and 50,000
shares of common stock issuable upon options issued to Lloyd MacLean that
are currently exercisable or exercisable within the next 60 days.
(6) Consists of 13,091 shares of common stock owned by John Dunne's spouse.
THIS PROXY STATEMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTITIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING THOSE SET FORTH BELOW AND ELSEWHERE IN THIS PROXY STATEMENT.
<PAGE>
PROPOSAL 1
TO VOTE UPON THE RATIFICATION OF THE ISSUANCE OF MORE THAN 617,729 SHARES OF THE
COMPANY'S COMMON STOCK, IF NECESSARY, UPON (I) THE CONVERSION OF THE COMPANY'S
SERIES A EIGHT PERCENT (8%) CUMULATIVE CONVERTIBLE PREFERRED STOCK; AND (II) THE
EXERCISE OF WARRANTS, WHICH REPRESENTS AN ISSUANCE OF MORE THAN TWENTY PERCENT
(20%) OF THE ISSUED AND OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK, AND
THEREFORE REQUIRES STOCKHOLDER APPROVAL UNDER THE RULE OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC.
The Nation Association of Securities Dealers, Inc. ("Nasdaq") rules
require the Company to obtain shareholder approval for the issuance of
securities involving the sale of twenty percent (20%) or more of its common
stock at less than fair market value. Nasdaq may de-list the securities of any
issuer that fails to obtain such shareholder approval before the issuance of
such securities. However, the corporate law of the Province of Ontario, the law
under which the Company is incorporated, does not require any such stockholder
approval. Upon the effective dates of: (i) the conversion of the shares of
Company's Series A Eight Percent (8%) Cumulative Convertible Preferred Stock;
and (ii) the exercise of the Warrants, the Company may issue more than twenty
percent (20%) of its then issued and outstanding shares of its common stock.
On December 30, 1999, the Company issued: (i) Fifteen Thousand (15,000)
shares of Series A Eight Percent (8%) Cumulative Convertible Preferred Stock, no
par value per share (the "Preferred Stock"); and (ii) warrants to purchase up to
an aggregate of Four Hundred Thousand (400,000) shares of the Company's common
stock, no par value per share (the "Warrants"), in consideration One Million
Five Hundred Thousand United States dollars (US$1,500,000.00) pursuant to a
private placement offering (the "Offering"). Each share of Preferred Stock has a
stated value of One Hundred United States dollars (US$100.00) per share (the
"Stated Value").
The shares of Preferred Stock are convertible into shares of the
Company's common stock at the option of the holders the Preferred Stock, at any
time after issuance until either: (i) such shares of Preferred Stock are
converted at the option of the Company; or (ii) such shares of Preferred Stock
are redeemed by the Company, under certain conditions, at any time after the
effective date of the registration statement which the Company is required to
file with the Securities and Exchange Commission, pursuant the terms of the
Offering.
The Company is obligated to file a registration statement on Form SB-2
with the Securities and Exchange Commission by February 28, 2000, pursuant to
which the Company will register the shares of its common stock underlying the
Preferred Stock and the Warrants issued in the Offering (the "Registration
Statement").
The holders of the shares of Preferred Stock are entitled to receive
preferential dividends in cash, out of any funds of the Company legally
available at the time of declaration of dividends before any other dividend
distribution will be paid or declared and set apart for payment on any shares of
the Company's common stock, or other class of stock presently authorized, at the
rate of eight percent (8%) simple interest per annum on the Stated Value per
share (the "Dividends"). The Dividends are payable on a quarterly basis
commencing on the quarter ending March 31, 2000 when as and if declared,
provided however, that the Dividends will be made in additional shares of
Preferred Stock at a rate of one (1) share of Preferred Stock for each One
Hundred United States dollars (US$100.00) of such Dividend not paid in cash.
<PAGE>
Dividends may be paid at the Company's option with shares of Preferred Stock
only if the Company's common stock deliverable upon the conversion of the
Preferred Stock will have been included for public resale in an effective
registration statement filed with the Securities and Exchange Commission on the
dates such Dividends are payable and paid to the holders. The Dividends shall be
cumulative whether or not earned and shall be cumulative from and after December
30, 1999.
The number of shares of the Company's common stock into which the
Preferred Stock shall be convertible shall be equal to (i) the sum of (A) the
Stated Value per share and (B) at the holder's election, accrued and unpaid
dividends on such share, divided by (ii) the "Conversion Price". The Conversion
Price shall be the lesser of (x) ninety percent (90%) of the average "Closing
Bid Prices" for the three (3) trading days immediately preceding December 30,
1999, or (y) eighty percent (80%) of the average of the three (3) lowest
"Closing Bid Prices" for the ten (10) trading days immediately preceding the
conversion of the respective shares of Preferred Stock. The "Closing Bid Price"
shall mean the closing bid price as reported on the Nasdaq SmallCap Market or
the principal market or exchange where the Company's common stock is then
traded. The holders of the shares of Preferred Stock may exercise their right to
conversion only if the aggregate Stated Value of the shares of Preferred Stock
to be converted is equal to at least Five Thousand United States dollars
(US$5,000.00), unless if at the time of such conversion, the aggregate Stated
Value of all of the shares of Preferred Stock is less than Five Thousand United
States dollars (US$5,000.00), then the whole amount of the remaining shares of
Preferred Stock may be converted.
At any time after the effective date of the Registration Statement, the
Company has the option to redeem any or all of the shares of Preferred Stock by
paying to the holders a sum of money equal to one hundred thirty five percent
(135%) of the Stated Value of the aggregate of the shares of Preferred Stock
being redeemed plus the United States dollar amount of the accrued Dividends, if
the Conversion Price of the shares of Preferred Stock on the trading day prior
to the date of redemption is less than Two United States dollars (US$2.00).
The Warrants are exercisable at any time and in any amount until
December 30, 2004 at a purchase price of Three United States Dollars and Twenty
Four Cents (US$3.24) per share.
Stockholder Vote Required
The ratification of the issuance of more than 617,729 shares of the
Company's common stock, if necessary, upon: (i) the conversion of the shares of
Preferred Stock; and (ii) the exercise of the Warrants, which represents an
issuance of more than twenty percent (20%) of the issued and outstanding shares
of common stock, will require the affirmative vote of a majority of the shares
of common stock in person or represented by proxy at the Meeting and entitled to
vote on the issuance of more than twenty percent (20%) of the issued and
outstanding shares of the Company's common stock in connection with: (i) the
conversion of the shares of Preferred Stock; and (ii) the exercise of the
Warrants.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1.
<PAGE>
PROPOSAL 2
TO VOTE UPON THE RATIFICATION OF THE ISSUANCE OF MORE THAN 617,729 SHARES OF THE
COMPANY'S COMMON STOCK, IF NECESSARY, IN CONNECTION WITH THE PROPOSED
ACQUISITIONS, WHICH REPRESENTS AN ISSUANCE OF MORE THAN TWENTY PERCENT (20%) OF
THE ISSUED AND OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK, AND THEREFORE
REQUIRES STOCKHOLDER APPROVAL UNDER RULES OF THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC.
Nasdaq rules require the Company to obtain shareholder approval for the
issuance of securities involving the sale of twenty percent (20%) or more of its
common stock at less than fair market value. Nasdaq may de-list the securities
of any issuer that fails to obtain such shareholder approval before the issuance
of such securities. However, the corporate law of the Province of Ontario, the
law under which the Company is incorporated, does not require any such
stockholder approval.
The Company is currently pursuing a strategy of expansion through the
acquisition of other companies throughout North America which have similar or
complementary businesses. In an effort to implement this strategy, the Company
has executed letters of intent with three (3) potential acquisition candidates,
pursuant to which the Company will acquire all of the issued and outstanding
shares of the capital stock of each of these three (3) entities, in
consideration for shares of the Company's common stock and/or cash and/or other
consideration. Upon the effective dates of the proposed acquisitions of the
following three (3) potential acquisition candidates, the Company may issue more
than twenty percent (20%) of its then issued and outstanding shares of its
common stock.
The Acquisition of Object Arts Inc.
On November 23, 1999, the Company executed a letter of intent with
ObjectArts Inc., an Ontario corporation ("Object") that specializes in the
training of information technology personnel. Pursuant to the letter of intent,
the Company or one (1) of its subsidiaries, will purchase one hundred percent
(100%) of the issued and outstanding common stock of Object (the "Object
Transaction") in consideration of: (i) the issuance of Nine Hundred Thousand
Canadian dollars (CDN$900,000.00) worth of the Company's common stock to Working
Ventures Custodian Fund ("Working") in exchange for the retirement of
outstanding subordinated debt (the "Working Shares"); (ii) the issuance to
Working an amount of the Company's common stock equal to the legal fees and
professional fees incurred and paid by Working in connection with the Object
Transaction (the "Fee Shares"); and (iii) the issuance of Two Million United
States dollars (US$2,000,000.00) worth of the Company's common stock to the
existing shareholders of Object (the "Object Shares").
The price of the Working Shares, the Fee Shares and the Object Shares
shall be equal to the weighted average of the trading price and the number of
shares of the Company's common stock traded for the two (2) weeks prior to the
execution of the letter of intent. Pursuant to the letter of intent, the Company
has agreed to register the Working, the Fee and the Object Shares with the
Securities and Exchange Commission, within three (3) months from the closing of
the Object Transaction. In the event, the Company fails to register the Working
Shares and the Fee Shares within such three (3) month period, the Company shall
<PAGE>
be required to issue to Working additional shares of its common stock in an
amount equal to ten percent (10%) of the original Working Shares issued. The
Object Shares issued pursuant to the Object Transaction will be subject to a
twelve (12) month lock-up period commencing on the date of issuance.
The Acquisition of Global Installers Network Inc.
On November 29, 1999, the Company executed a letter of intent with
Global Installers Network Inc., an Ontario corporation ("Global") that
specializes in the placement of contract telecommunications specialists.
Pursuant to the letter of intent, the Company or one (1) of its subsidiaries,
will purchase one hundred percent (100%) of the issued and outstanding common
stock of Global (the "Global Transaction") in consideration of an aggregate
purchase price equal to five (5) times the multiple of Global's gross earnings
before the deduction of interest, tax, depreciation and amortization expenses
("Global's EBITDA") for the nine (9) months ending December 31, 1999 (the
"Global Purchase Price"). The Global Purchase Price shall be paid as follows:
(i) Three Hundred Thousand Canadian dollars (CDN$300,000.00) in cash upon the
closing of the Global Transaction; and (ii) the remaining balance through the
issuance of the Company's common stock to the existing shareholders of Global
(the "Global Shares"). By way of example, if Global's EBITDA equals Six Hundred
Thousand Canadian dollars (CDN$600,000.00), the Company will pay Global Three
Hundred Thousand Canadian dollars (CDN$300,000) in cash and will issue to the
existing shareholders of Global Two Million Seven Hundred Thousand Canadian
dollars (CDN$2,700,000.00) worth of the Company's common stock.
The price of the Company's common stock will be determined by
calculating the average of the "Closing Ask Prices" of the Company's common
stock for the two (2) weeks prior to the closing of the Global Transaction. The
"Closing Ask Price" shall mean the closing ask price of the Company's common
stock as reported on the Nasdaq SmallCap Market or the principal market or
exchange where the Company's common stock is then traded. Pursuant to the letter
of intent, the Company has agreed to register the shares of the common stock
issued to the existing Global shareholders with the Securities and Exchange
Commission, within three (3) months from the closing of the Global Transaction.
The shares of the Company's common stock issued pursuant to the Global
Transaction will be subject to a twelve (12) month lock-up period commencing on
the date of issuance.
The Elite Information Services, Inc. Acquisition
On December 1, 1999, the Company executed a letter of intent with Elite
Information Services, Inc., a Florida corporation ("Elite") that specializes in
the placement of contract information technology specialists. Pursuant to the
letter of intent, the Company or one (1) of its subsidiaries, will purchase one
hundred percent (100%) of the issued and outstanding common stock of Elite (the
"Elite Transaction") in consideration of an aggregate purchase price of Two
Million United States dollars (US$2,000,000.00), subject to adjustment (the
"Elite Purchase Price"). The Elite Purchase Price shall be paid as follows: (i)
Three Hundred Thousand United States dollars (US$300,000.00) in cash upon the
closing of the Elite Transaction; (ii) the issuance to the sole shareholder of
Elite of an unsecured promissory note in the principal amount of Three Hundred
Thousand United States dollars (US$300,000.00), upon the closing of the Elite
Transaction (the "Promissory Note"); (iii) the issuance of One Million Four
Hundred Thousand United States dollars (US$1,400,000.00) worth of the Company's
common stock to the sole shareholder of Elite, upon the closing of the Elite
Transaction; (iv) Two Hundred Thousand United States dollars in cash within
ninety (90) days of the closing of the Elite Transaction, if Elite's gross
earnings before the deduction of interest and tax expenses ("Elite's EBIT") for
the year ended December 31, 1999 equals Three Hundred Thousand United States
dollars (US$300,000.00) or greater (the "Interim Cash Payment"); (v) the
issuance of Two Hundred Thousand United States dollars (US$200,000.00) worth of
<PAGE>
the Company's common stock within ninety (90) days of the closing of the Elite
Transaction, if Elite's EBIT for the year ended December 31, 1999 equals Three
Hundred United States dollars (US$300,000.00) or greater (the "Interim Stock
Issuance"); (vi) Two Hundred Thousand United States dollars (US$200,000.00) in
cash on December 31, 2000: and (vii) the issuance of Four Hundred Thousand
United States dollars (US$400,000.00) worth of the Company's common stock to the
sole shareholder of Elite, on December 31, 2000.
The Promissory Note will be for a term of three (3) years, will bear
interest at a rate equal to one-half percent (1/2%) above the United States
prime rate as quoted by Citibank N.A. at the time of issuance, and will be
guaranteed by the Company and Elite. In the event Elite's EBIT equals an amount
less than Three Hundred Thousand United States dollars (US$300,000.00), there
will be an adjustment downwards of Six United States dollars (US$6.00) for every
One United States dollar (US$1.00) under Three Hundred Thousand United States
dollars (US$300,000.00) in the amount of the Interim Cash Payment and the
Interim Stock Issuance. The price of the Company's common stock shall be the
lower of: (i) the "Closing Ask Price" on December 1, 1999, or (ii) average of
the "Closing Ask Prices" of the Company's common stock for the two (2) weeks
prior to the closing of the Elite Transaction. The "Closing Ask Price" shall
mean the closing ask price of the Company's common stock as reported on the
Nasdaq SmallCap Market or the principal market or exchange where the Company's
common stock is then traded. Pursuant to the letter of intent, the Company has
agreed to register the shares of the common stock issued to the sole shareholder
of Elite with the Securities and Exchange Commission, within three (3) months
from the closing of the Elite Transaction. In addition, the shares of the
Company's common stock issued pursuant to the Elite Transaction will be subject
to a twelve (12) month lock-up period commencing on the date of issuance.
Stockholder Vote Required
The ratification of the issuance of more than 617,729 shares of the
Company's common stock, if necessary, in connection with the proposed
acquisitions, which represents an issuance of more than twenty percent (20%) of
the issued and outstanding shares of common stock, will require the affirmative
vote of a majority of the shares of common stock in person or represented by
proxy at the Meeting and entitled to vote on the ratification of the issuance of
more than twenty percent (20%) of the issued and outstanding shares of the
Company's common stock in connection with the proposed acquisitions.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
<PAGE>
PROPOSAL 3
TO VOTE ON THE CHANGE OF THE CORPORATE NAME FROM IT STAFFING LTD. TO
THINKPATH INC.
Management proposes that the corporate name of the Company be
changed to Thinkpath Inc. Management believes the corporate name of the Company
should be changed to reflect the Company's recently expanded repertoire of
services which now include information technology, engineering, consulting and
recruitment technology.
Stockholder Vote Required
The change of the corporate name to Thinkpath Inc. will require the
affirmative vote of two-thirds (2/3) of the shares of common stock in person or
represented by proxy at the Meeting and entitled to vote on the change of the
corporate name. If two-thirds (2/3) of the shares of common stock present in
person or represented by proxy at the Meeting vote in favor of changing the
corporate name to Thinkpath Inc., the new name needs to be submitted to and
approved by the Ministry of Consumer and Commercial Relations for the Province
of Ontario before the change in the corporate name can be effected
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
SECTION 16(a) REPORTING
Under the securities laws of the United States, the Company's
directors, its executive (and certain other) officers, and any persons holding
ten percent (10%) or more of the Company's common stock must report their
ownership of the Company's common stock and any changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established. During the year ended December 31, 1999, the Company believes
all reports required to be filed under Section 16(a) were filed on a timely
basis.
OTHER MATTERS
The Board of Directors does not know of any matters other than
those referred to in the Notice of Meeting which will be presented for
consideration at the Meeting. However, it is possible that certain proposals may
be raised at the Meeting by one (1) or more stockholders. In such case, or if
any other matter should properly come before the meeting, it is the intention of
the person named in the accompanying proxy to vote such proxy with his or her
best judgement.
<PAGE>
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by mail, personal interview, telephone, and telegram
by directors, officers and employees of the Company. The Company will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy material to beneficial owners of
the Company's capital stock.
STOCKHOLDER PROPOSALS
In order to be included in the proxy materials for the Company's
next Annual Meeting of Stockholders, stockholder proposals must be received by
the Company on or before March 15, 2000.
FORM 20-F
A copy of the Company's annual report on Form 20-F for the fiscal
year ended December 31, 1998 as filed with the Securities and Exchange
Commission is available to stockholders free of charge by writing to:
IT Staffing Ltd.
55 University Avenue, Suite 505
Toronto, Ontario M5J 2H7
Attention: Corporate Secretary
FINANCIAL STATEMENTS
The Company's audited consolidated financial statements for the
fiscal year ended December 31, 1998 and the related Management's Discussion and
Analysis of Financial Condition and Results of Operations are included in the
Company's Form 20-F and are incorporated by herein by reference.
By order of the Board of Directors, January ____, 2000
/s/ Declan French
Chairman of the Board of Directors
<PAGE>
Schedule A
"CHANGE OF NAME
RECITALS:
A. The Corporation proposes to file articles of amendment to change its name.
B. As required by subsection 171(3) of the Business Corporations Act (Ontario),
the Corporation is able to pay its liabilities as they become due, and the
realizable value of the Corporation's assets is not less than the aggregate of
its liabilities.
RESOLVED as a special resolution that the articles of the
Corporation be amended to change the name of the Corporation to Thinkpath Inc.."
