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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
IT STAFFING LTD.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / $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:
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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:
(A)
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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 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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IT STAFFING LTD.
55 University Avenue, Suite 505
Toronto, Ontario M5J 2H7
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NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 11, 2000
TO THE SHAREHOLDERS OF IT STAFFING LTD.:
NOTICE IS HEREBY GIVEN, that the Special Meeting (the "Meeting") of
Shareholders 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, as
defined herein, 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 shareholder 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 shareholder 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.
Shareholders of record at the close of business on January 14, 2000 are
entitled to notice of and to vote at the meeting.
In order to ensure a quorum, it is important that shareholders
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,
/s/ Declan French
Chairman of the Board of Directors
January 31, 2000
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IT STAFFING LTD.
55 University Avenue, Suite 505
Toronto, Ontario M5J 2H7
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
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 Shareholders 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 shareholders on or about January 31, 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 shareholder's directions,
and unless contrary directions are given, will be voted for the proposals
described below.
OWNERSHIP OF SECURITIES
Only shareholders of record at the close of business on January 14, 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 14, 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.
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PRINCIPAL SHAREHOLDERS
The following table sets forth, as of January 14, 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
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<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%
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>
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* Less than one %.
(1) Except as set forth above, the address of each individual is 55 University
Avenue, Suite 505, Toronto, Ontario M5J 2H7.
(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.
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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 SHAREHOLDER APPROVAL UNDER THE RULES OF
THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. ("NASD").
NASD 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
shareholder 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, as defined herein, the Company may
issue more than twenty percent (20%) of its then issued and outstanding shares
of 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 of 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 to 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.
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
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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 convert 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.
Shareholder 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.
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 SHAREHOLDER APPROVAL UNDER RULES OF THE NASD.
NASD 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 shareholder 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
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
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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").
Pursuant to the letter of intent, 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 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) ten percent
(10%) of the Global Purchase Price in cash upon the closing of the Global
Transaction; and (ii) the remaining balance of the Global Purchase Price
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.
Pursuant to the letter of intent, 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 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 and the letter of
intent also provides for the termination of the lock-up period in the event the
Company "goes to market."
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
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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
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.
Shareholder 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 foregoing 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 foregoing proposed acquisitions.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
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.
Shareholder 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
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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 Company will file with the
Ministry of Consumer and Commercial Relations for the Province of Ontario
articles of amendment to effect such corporate name change.
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 shareholders. 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 or
its best judgement.
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.
SHAREHOLDER PROPOSALS
In order to be included in the proxy materials for the Company's next
Annual Meeting of Shareholders, shareholder 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 shareholders 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 herein by reference.
By order of the Board of Directors,
/s/ Declan French
Chairman of the Board of Directors
January 31, 2000
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GENERAL PROXY -- SPECIAL MEETING OF SHAREHOLDERS OF IT STAFFING LTD.
The undersigned hereby appoints Declan French, with full power of
substitution, proxy to vote all of the shares of common stock of the
undersigned and with all of the powers the undersigned would possess if
personally present, at the Special Meeting of Shareholders of IT
Staffing Ltd. (the "Company"), to be held at the principal executive
offices of the Company located at 55 University Avenue, Suite 505,
Toronto, Ontario, on February 11, 2000 at 10:00 A.M. local time and at
all adjournments thereof, upon the matters specified below, all as more
fully described in the Proxy Statement dated January 31, 2000 and with
the discretionary powers upon all other matters which come before the
meeting or any adjournment thereof.
This Proxy is solicited on behalf of IT Staffing Ltd.'s Board of Directors.
1. To ratify 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 shareholder
approval under the rules of the National Association of Securities
Dealers, Inc.
/ / FOR / / AGAINST / / ABSTAIN
2. To ratify 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 shareholder approval under the
rules of the National Association of Securities Dealers, Inc.
/ / FOR / / AGAINST / / ABSTAIN
3. To change the corporate name of the Company from IT Staffing Ltd. to
Thinkpath Inc.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, upon such other matter or matters that may
properly come before the meeting, or any adjournments thereof.
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(Continued and to be signed on the other side)
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(Continued from other side)
Every properly signed proxy will be voted in accordance with the
specifications made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3.
The undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Meeting and Proxy Statement and hereby revokes
any proxy or proxies heretofore given.
Please mark, date, sign and mail your proxy promptly in the envelope
provided.
Date:______________________, 2000
_________________________________
(Print name of Shareholder)
_________________________________
(Print name of Shareholder)
_________________________________
Signature
_________________________________
Signature
Number of Shares_________________
Note: Please sign exactly as name
appears in the Company's records.
Joint owners should each sign.
When signing as attorney,
executor or trustee, please give
title as such.
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