GENESISINTERMEDIA.COM, INC
5805 SEPULVEDA BOULEVARD
VAN NUYS, CA 91411
818-902-4300
May 18, 2000
TO OUR STOCKHOLDERS:
On behalf of the Board of Directors of GenesisIntermedia.com, Inc., we
cordially invite you to attend the annual meeting of stockholders of Genesis to
be held on June 9, 2000 on the 8th floor at GenesisIntermedia.com, Inc.'s
offices at 5805 Sepulveda Boulevard, Van Nuys, California 91411, at 10:00 a.m.,
Pacific Daylight Time. A notice of annual meeting, proxy card and a proxy
statement containing information about the matters to be acted upon at the
annual meeting are enclosed.
At this year's meeting you will be asked to elect five directors, to
approve an increase in the number of shares of Genesis' common stock reserved
for issuance under the GenesisIntermedia.com, Inc. 1998 Stock Incentive Program
by 800,000 shares and to ratify the selection of the independent auditors. The
accompanying notice of the meeting and proxy statement describes these
proposals. We encourage you to read this information carefully.
Whether in person or by proxy, it is important that your shares be
represented at the annual meeting. To ensure your participation in the annual
meeting, regardless of whether you plan to attend in person, please complete,
sign, date and return the enclosed proxy promptly. If you attend the annual
meeting and wish to vote your proxy in person, you can revoke your previously
voted proxy at the meeting.
We look forward to seeing you at the annual meeting.
Sincerely,
/s/ Ramy El-Batrawi
Ramy El-Batrawi
Chairman of the Board of Directors
<PAGE>
GENESISINTERMEDIA.COM, INC
5805 SEPULVEDA BOULEVARD
VAN NUYS, CA 91411
818-902-4300
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 9, 2000
10:00 A.M. PACIFIC DAYLIGHT TIME
------------------------
TO THE STOCKHOLDERS OF GENESISINTERMEDIA.COM, INC.:
Notice is hereby given of the 2000 annual meeting of stockholders of
GenesisIntermedia.com, Inc., a Delaware corporation.
<TABLE>
<S> <C>
WHEN: Friday, June 9, 2000
10:00 a.m. Pacific Daylight Time
WHERE: Conference facility
8th Floor
5805 Sepulveda Boulevard,
Van Nuys, California 91411
PURPOSES: 1. To elect five directors to hold office until the annual meeting of
stockholders in 2001;
2. To approve an amendment to the GenesisIntermedia.com, Inc. 1998
Stock Incentive Program increasing the number of shares of
common stock reserved for issuance by 800,000 shares;
3. To ratify the appointment of independent auditors; and
4. To conduct other business if it is properly raised.
</TABLE>
The items of business are more fully described in the proxy statement
accompanying this notice. Only stockholders of record on May 5, 2000 are
entitled to vote at the meeting.
Your vote is important. Please promptly complete, sign, date and return
your proxy card in the enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ DOUGLAS E. JACOBSON
DOUGLAS E. JACOBSON
SECRETARY
VAN NUYS, CALIFORNIA
MAY 16, 2000
<PAGE>
GENESISINTERMEDIA.COM, INC
5805 SEPULVEDA BOULEVARD
VAN NUYS, CA 91411
818-902-4300
------------------------
PROXY STATEMENT
------------------------
Genesis' board is using this proxy statement to solicit proxies from the
holders of Genesis common stock to be used at the annual meeting of
stockholders. This meeting will be held at 10:00 a.m. Pacific Daylight Time. We
are first mailing this proxy statement and the accompanying form of proxy to
Genesis stockholders on or about May 18, 2000.
MATTERS RELATING TO THE ANNUAL MEETING:
<TABLE>
<S> <C>
TIME: June 9, 2000
10:00 a.m. Pacific Daylight Time
LOCATION: Conference facility
8th Floor
5805 Sepulveda Boulevard,
Van Nuys, California 91411
RECORD DATE: May 5, 2000
OUTSTANDING SHARES HELD ON
RECORD DATE: 5,315,000 shares of common stock
SHARES ENTITLED
TO VOTE: 5,165,000 shares of common stock
QUORUM REQUIREMENT: A quorum of stockholders is necessary to hold a valid
meeting. The presence in person or by proxy at the
meeting of holders of shares representing a majority
of the votes of the common stock entitled to vote at
the meeting is a quorum.
Abstentions and broker "non-votes" count as present
for establishing a quorum. Shares held by Genesis in
its treasury do not count toward a quorum. A broker
non-vote occurs on an item when a broker is not
permitted to vote on that item without instruction
from the beneficial owner of the shares and no
instruction is given.
SHARES BENEFICIALLY OWNED 2,833,223 shares of common stock, including
BY GENESIS OFFICERS AND exercisable options. These shares represent in total
DIRECTORS ON MAY 5, 2000: approximately 55 percent of the voting power of
Genesis' common stock. These individuals have
indicated that they will vote in favor of the
proposals recommended by Genesis' board.
ANNUAL REPORT: The annual report to stockholders that accompanies
this proxy statement is not proxy soliciting material.
COMPANY CONTACT: For additional information or copies of the annual
report please contact:
GenesisIntermedia.com, Inc., Attn: Investor Relations,
5805 Sepulveda Boulevard, Van Nuys, California 91411
</TABLE>
<PAGE>
THE PROPOSALS AND VOTE NECESSARY TO APPROVE THEM:
<TABLE>
<S> <C>
ITEM I: To elect five directors to hold office until the annual meeting of
stockholders in the year 2001
Directors are elected by a plurality of the votes represented by the
shares of common stock present at the meeting in person or by proxy.
This means that the five director nominees with the most affirmative
votes are elected to fill the available seats. Only the number of votes
"FOR" affect the outcome. Withheld votes and abstentions have no effect
on the vote.
ITEM II: To approve an amendment to the GenesisIntermedia.com, Inc. 1998 Stock
Incentive Program increasing the number of shares of Genesis common
stock reserved for issuance under the plan by 800,000 shares.
The approval of the amendment to the GenesisIntermedia.com, Inc. 1998
Stock Incentive Program to increase the shares reserved for issuance
under the plan requires the affirmative vote of a majority of the votes
cast by holders of the common stock present, in person or by proxy, and
entitled to vote at the meeting. Withheld votes and abstentions have the
same effect as a vote against this proposal.
ITEM III: To ratify the appointment of Singer Lewak Greenbaum & Goldstein, LLP as
Genesis' independent auditors for Genesis' 2000 fiscal year.
Ratification of the selection of Singer Lewak Greenbaum & Goldstein, LLP
as Genesis' independent auditors for the 2000 fiscal year requires a
majority of the votes cast by holders of the common stock. Abstentions
have no effect on the vote.
ITEM IV: To conduct other business if it is properly raised.
</TABLE>
Under New York Stock Exchange rules, which govern most brokers, if your
broker holds your shares in its name, your broker is generally permitted to vote
your shares on each of Items I, II and III in its discretion if it does not
receive voting instructions from you. If a broker determines that, under
applicable rules, it is not entitled to vote your shares without your voting
instructions, a broker non-vote will occur. This will have no effect on the
election of directors and will have the effect of not being entitled to vote and
not cast on Items II and III, and therefore not counted as a vote for or against
those Items.
The stockholders have no dissenters' or appraisal rights in connection with
any of Items I, II or III.
PROXIES
Voting instructions are included on your proxy card. If you properly submit
your proxy in time to vote, one of the individuals named as your proxy will vote
your shares as you have directed. You may vote for or withhold authority to vote
for Genesis' director nominees. You also may vote for or against the other
proposals or abstain from voting.
If you submit your proxy but do not make specific choices, your proxy will
follow the board's recommendations and vote your shares:
* FOR the election of each of the five director nominees;
* FOR the amendment of the GenesisIntermedia.com, Inc. 1998 Stock Incentive
Program to increase the number of shares reserved under the plan by
800,000 shares;
* FOR the ratification of Singer Lewak Greenbaum & Goldstein, LLP as the
independent auditors for fiscal year 2000;
2
<PAGE>
* FOR any proposal by Genesis' board to adjourn the annual meeting; and, in
its discretion, as to any other business as may properly come before the
annual meeting.
How do I vote my proxy?
You may vote in person at your meeting or by proxy. We recommend you vote
by proxy even if you plan to attend the meeting. You can always change your vote
at the meeting. You may be requested to present documents for the purpose of
establishing your identity. In addition, if your shares are held in the name of
your broker, bank or other nominee, you must bring an account statement or
letter from the nominee indicating that you are the beneficial owner of the
shares on May 5, 2000, the record date for voting.
How do I revoke my proxy?
You may revoke your proxy before it is voted by either submitting a new
proxy with a later date, notifying Genesis' Secretary in writing at the address
provided above before the meeting that you have revoked your proxy, or by voting
in person at the meeting.
What accommodations are there for persons with disabilities?
We can provide reasonable assistance to help you participate in the meeting
if you tell us about your disability and your plan to attend. Please call or
write Genesis' Secretary in advance of the meeting at the number or address on
the first page of this proxy statement.
Is my vote confidential?
Independent inspectors count the votes. Your individual vote is kept
confidential unless special circumstances exist. For example, a copy of your
proxy card will be sent to Genesis if you write comments on the card.
Who pays the cost of proxy solicitation?
Genesis pays its own costs of soliciting proxies. In addition to this
mailing, Genesis employees may solicit proxies personally.
OTHER BUSINESS; ADJOURNMENTS
Management is not currently aware of any other business to be acted upon at
the meeting. If, however, other matters are properly brought before the meeting,
or any adjourned meeting, your proxies will have discretion to vote or act on
those matters according to their best judgment, including adjourning the
meeting.
Adjournments may be made for the purpose of, among other things, soliciting
additional proxies. Any adjournment may be made from time to time by approval of
the holders of shares representing a majority of the votes present in person or
by proxy at the meeting, whether or not a quorum exists, without further notice
other than by an announcement made at the meeting. We do not currently intend to
seek an adjournment of the meeting.
ELECTION OF DIRECTORS
(ITEM I)
In accordance with Genesis' bylaws, the board of directors has fixed the
number of directors constituting the board at five. The board of directors has
proposed that the following five nominees be elected at the annual meeting, each
of whom will hold office until our annual meeting in 2001 and until his or her
successor shall have been elected and qualified:
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR POSITIONS WITH
NAME AGE SINCE GENESIS COMMITTEES
- ------------------------- ---- -------- --------------------------------- ---------------
<S> <C> <C> <C> <C>
Ramy El-Batrawi.......... 38 1993 Chairman of the Board and Chief
Executive Officer
Douglas E. Jacobson...... 53 1998 Director, Chief Financial Officer Compensation
George W. Heyworth....... 50 1999 Director Compensation
Michael Roy Fugler....... 51 1999 Nominee Compensation,
Audit Designee
Stephen A. Weber......... 52 -- Nominee Audit Designee
</TABLE>
Unless otherwise instructed, it is the intention of the persons named as
proxies on the accompanying proxy card to vote shares represented by properly
executed proxies for the election of each of the five nominees identified above.
Although the board of directors anticipates that each of the five nominees will
be available to serve as a director, if any of them should be unwilling or
unable to serve, it is intended that the proxies will be voted for the election
of a substitute nominee or nominees that may be designated by the board of
directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE
INFORMATION CONCERNING THE DIRECTOR NOMINEES
Set forth below is information with respect to the individuals who are
nominees for election to the board of directors of Genesis who are standing for
election at the annual meeting.
Ramy El-Batrawi
Mr. El-Batrawi is the principal stockholder and chief executive officer of
GenesisIntermedia.com, Inc. He has been a director and chairman of the board of
GenesisIntermedia.com, Inc. since its inception in October 1993. Mr.
El-Batrawi's prior experience includes international business marketing where he
facilitated and negotiated significant transactions between global industrial
companies and world governments. Firms with which he has been involved include
Lockheed Corporation, Carnival Cruise Lines Inc., Lonrho, Inc., McDonalds
Corporation and Eastern Airlines. Additionally, he is the sole shareholder,
President and Chairman of the Board of Directors of several other companies,
including International Futures Brokerage Company, Mars & Venus Counseling
Centers, Inc., Genesis Aviation, Inc., Genesis Aviation II, Inc., Genesis
Diversified Investments, Inc., Sentient, Inc. and Trade Your Way To Riches, Inc.
Douglas E. Jacobson
Mr. Jacobson has been a director of GenesisIntermedia.com, Inc. since
October 1998. Mr. Jacobson has been a certified public accountant for over 25
years and is a graduate of The College of William and Mary in Virginia. His
experience includes working for local public accounting firms and Coopers &
Lybrand where he audited privately held and SEC-registered public corporations.
After Coopers & Lybrand, he was responsible for supervising the financial audit
staff of a major retail drug chain, and he managed the internal audit functions
for a highly diversified, closely held family conglomerate, for four years. In
those positions, he was responsible for nationwide audits and preparing reports
directly to the Chairman. From 1983 to 1997, as a sole practitioner certified
public accountant, he performed accounting, audit and tax services for key
family members and other clients, including GenesisInternedia.com, Inc. As the
chief financial officer of GenesisIntermedia.com, Inc., Mr. Jacobson's
responsibilities include overseeing and preparing the financial analysis of the
Company's financial growth and external reporting.
4
<PAGE>
George W. Heyworth
Mr. Heyworth was elected to the GenesisIntermedia.com, Inc. board of
directors in January 1999. He has had more than 25 years of success in building
and leading emerging companies. As co-founder & CEO, Mr. Heyworth is in the
process of re-starting Payless Drug Stores, Inc. In 1999, he co-founded
lightdog.com, Inc., a promising, filtered Internet Service Provider teamed with
General Mills to conduct a multi-million dollar launch focused on providing safe
family internet access. He has served as chief executive officer of
lightdog.com, Inc. since its formation. As a board member and consultant, he has
helped venture capital groups and Internet-focused companies
(GenesisIntermedia.com, Inc., Mature Mart, Inc., Banta Integrated Media) define,
launch and execute e-commerce offerings. In 1998, Mr. Heyworth served as vice
president of product management for Intersolv's PVCS Software Tools Division, a
$120-million software tools business. In 1997, as the chief technology officer
and vice president of engineering for CADIS, a start-up Internet company, Mr.
Heyworth charted technology direction and launched e-commerce catalog products
that were built on patented, advanced parametric searching technology. Prior to
CADIS, Mr. Heyworth built Perot Systems Object Technology Center, managed
strategic technology accounts, completed acquisitions, and oversaw Perot Systems
International IT conversion to PeopleSoft. Mr. Heyworth received his Masters of
Science degree from the University of Oregon and is a graduate of the United
States Military Academy, where he received a Bachelor of Science degree in Civil
Engineering.
Michael Roy Fugler
Mr. Fugler was elected a Director of GenesisIntermedia.com, Inc. in
December 1999. After receiving his Juris Doctorate from Louisiana State
University in 1972, Mr. Fugler embarked on a legal career that began with
litigation, developing extensive experience with both civil and criminal law,
and later focusing on international law, corporate law and finance. Mr. Fugler
developed a multi-geographical practice, which allowed him to carry on his work
from Baton Rouge to New York to Los Angeles to Miami to Atlanta to Houston. In
the past 10 years Mr. Fugler shifted his practice and developed an expertise in
international merchant and investment banking. In 1997, he became a partner and
director of I-Bankers Securities, Inc. where he manages the New York, London and
Paris operations. As Managing Director of Corporate Finance, Mr. Fugler manages
underwritings for IPOs, pre-and post-IPO private and public offerings. Mr.
Fugler currently holds Series 7, 24, and 63 securities licenses. Mr. Fugler has
been a leader and active participant in many professional associations including
The Association of Trial Lawyers of America, American Bar Association, National
Association of Criminal Defense Lawyers, International Bar Association, Lawyer
Pilots Bar Association, Aircraft Owners & Pilots Association and American
Bonanza Society.
Stephen A Weber
Mr. Weber has a strong background in accounting, finance and marketing.
Since 1996, Mr. Weber has been an active consultant in a number of companies,
including GenesisIntermedia.com, Inc., in Southern California. From 1989 to
1996, he was the President of Positive Response Television, Inc., a direct
marketing and media company that he co-founded in 1989, built and eventually
took public. Under Mr. Weber's direction, within six years, Positive Response
had 80 employees and had achieved annual sales of over $30 million. Prior to the
founding of Positive Response, Mr. Weber was a practicing Certified Public
Accountant, with over 13 years of experience in public accounting. From 1981 to
1989, Mr. Weber was a senior partner in a regional accounting firm. He
supervised certified audits of many companies in diversified fields. Prior to
1981, Mr. Weber worked for local and national accounting firms, performing and
supervising audit and client engagements. Mr. Weber graduated from the
University of Southern California in 1970.
COMPENSATION OF DIRECTORS
Outside directors of Genesis receive $1,000 for each board meeting they
attend in person and $500 for each meeting they attend by conference telephone
call. In addition, non-employee directors are entitled to be granted options to
purchase 25,000 shares of common stock each year under the
5
<PAGE>
1998 Stock Option Plan for Non-Employee Directors that is part of our 1998 Stock
Incentive Program. The options vest quarterly over a two-year period.
Messrs. El-Batrawi and Jacobson are employees of Genesis and are not
compensated for their service as directors.
All directors are reimbursed for reasonable expenses incurred in connection
with attending meetings of the board of directors. Outside directors also
receive reasonable compensation for committee work and business consulting
outside normal board meetings. During 1999, Genesis paid $114,755 for business
consulting services provided by George Heyworth and an entity owned by George
Heyworth.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Genesis' directors and executive officers, and persons who own more than ten
percent (10%) of a registered class of Genesis' equity securities, to file with
the Securities and Exchange Commission initial reports of beneficial ownership
and reports of changes in beneficial ownership of common stock of Genesis. The
rules promulgated by the Commission under Section 16(a) of the Exchange Act
require those persons to furnish us with copies of all reports filed with the
Commission under Section 16(a). Based solely on a review of the copies of such
reports furnished to Genesis, or written representations that no other reports
were required, Genesis believes that, during our fiscal year ended December 31,
1999, all of its executive officers and directors complied with the requirements
of Section 16(a), except that Mr. El-Batrawi filed late a Form 4 related to a
disposition of common stock and rights to acquire common stock that occurred in
November 1999, and Mr. Fugler filed a Form 3 late in connection with his
appointment to the board of directors in December 1999.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During 1999, there were three meetings of the board of directors and the
board acted by unanimous written consent on three occasions. All directors
attended at least 75% of the meetings of the board of directors and the
committees of which they were members held during the time they were directors.
The board of directors has established an audit committee and a
compensation committee. The board of directors has not established a nominating
or any other committees. Each of the audit and compensation committees is
responsible to the full board of directors. The functions performed by these
committees are summarized below:
Audit committee
The audit committee makes recommendations to the board of directors
regarding the selection and retention of independent auditors, reviews the scope
and results of the audit and reports the results to the board of directors. In
addition, the audit committee reviews the adequacy of internal accounting,
financial and operating controls and reviews our financial reporting compliance
procedures. The members of the audit committee in 1999 were Mr. Heyworth, Mr.
LaCorte (resigned in December 1999 from the board but serves as an advisor to
Genesis) and Mr. Fugler. The audit committee met two times in 1999.
Compensation committee
The compensation committee reviews and approves the compensation of our
officers, reviews and administers our stock option plans for employees and makes
recommendations to the board of directors regarding these matters. The members
of the compensation committee are Mr. Heyworth, Mr. Fugler and Mr. Jacobson. The
compensation committee met five times in 1999.
6
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
No interlocking relationships exist between our compensation committee and
the board of directors or compensation committee of any other company, nor has
any such interlocking relationship existed in the past. Mr. Jacobson is the
chief financial officer of Genesis, but does not participate in the management
of our stock incentive program as it relates to persons subject to Section 16
under the Securities Exchange Act. There are no interlocking relationships
between Genesis and other entities that might affect the determination of the
compensation of our directors and executive officers.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation committee believes that the compensation levels of our
executive officers, who provide leadership and strategic direction for Genesis,
should consist of (i) base salaries that are commensurate with executives of
other comparable e-commerce companies and (ii) cash bonus opportunities based on
achievement of objectives set by the compensation committee with respect to the
chairman and chief executive officer and by the chief executive officer in
consultation with the compensation committee with respect to the other executive
officers of Genesis. The compensation committee also believes that it is
important to provide Genesis' executive officers with significant stock-based
incentive compensation that increases in value in direct correlation with
improvement in the performance of Genesis' common stock, thereby aligning
management's interest with that of our stockholders.
The compensation committee considers the following factors (ranked in order
of importance) when determining compensation of our executive officers: (i)
Genesis' performance measured by attainment of specific strategic objectives,
stock price performance and operating results; (ii) the individual performance
of each executive officer, including the achievement by the executive (or the
executive's functional group) of identified goals; and (iii) historical cash and
equity compensation levels.
Cash compensation
The salaries of our executive officers are generally initially set at the
time of their initial hiring, subject to possible increases in future periods.
As stated above, the compensation of executive officers is also based in
part upon individual performance and comparative industry compensation levels.
Early in each year, a performance plan is established. Each plan sets forth
overall goals to be achieved by Genesis, as well as specific performance goals
to be achieved by each of our executive officers according to his or her duties
and responsibilities, for the relevant year. For fiscal year 1999, these overall
compensation goals included: (i) the acquisition of technologies and businesses
consistent with our business and product goals and the successful integration of
the acquired businesses and technologies; (ii) the enhancement of strategic
relationships; (iii) the meeting of cash flow, expense and other budgetary
targets; and (iv) the achievement of appreciation in our stock price.
Equity compensation
The non-employee members of the compensation committee administer and
authorize all grants and awards made under the 1998 stock compensation program.
In some instances, awards are authorized for new employees as incentives to join
Genesis. In determining whether and in what amount to grant stock options or
other equity compensation to executive officers in fiscal year 1999, the
compensation committee considered the amount and date of vesting of currently
outstanding incentive equity compensation granted previously to each executive
officer. The compensation committee believes that continued grants of equity
compensation to key executives are necessary to retain and motivate
exceptionally talented executives who are necessary to achieve our long-term
goals, especially at a time of significant growth and competition in the
industries in which we participate.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation paid to executive
officers of Genesis for the fiscal year ended December 31, 1999, the year in
which Genesis became a publicly reporting company and 1998.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------------------- -------------------------------------
OTHER RESTRICTED
S CORP. ANNUAL STOCK STOCK
NAME AND SALARY DISTRIBUTION COMPENSATION AWARDS OPTIONS OTHER
PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($) ($)
- ------------------------ ----- ------- ------------ ------------ ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Ramy El-Batrawi 1999 250,000 2,000,000(1) -- -- -- 22,654(2)
Chairman, President 1998 62,500 955,000(1) -- -- -- 11,327(2)
and Chief Executive
Officer
Douglas E. Jacobson 1999 120,023 -- -- -- 75,000(3) 13,253(4)
Chief Financial 1998 13,615 -- -- -- 150,000 2,126(4)
Officer and Secretary
Craig T. Dinkel 1999 175,102 -- -- -- 75,000(3) --
Chief Operating Officer 1998 18,050 -- -- -- 100,000 --
</TABLE>
- ---------------
(1) Mr. El-Batrawi received distributions of undistributed S corporation
earnings of $2,000,000 and $955,000 in 1999 and 1998, respectively.
(2) Represents depreciation expense on a company automobile used by Mr.
El-Batrawi.
(3) The stock option grants made in August 1999, is subject to stockholder
approval of the increase in the number of shares authorized under our 1998
stock incentive program.
(4) Represents lease payments made for Mr. Jacobson's automobile.
OPTION GRANTS IN 1999
The following table sets forth the option grants to the named executives
during 1999. Genesis did not grant any stock appreciation rights in 1999.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED(1) IN FY 1999 ($/SHARE) DATE
- ---------------------------- --------------- --------------- --------------- ------------
<S> <C> <C> <C> <C>
Douglas E. Jacobson......... 75,000 10% $8.50 (2)
Craig T. Dinkel............. 75,000 10% $8.50 (2)
</TABLE>
(1) All granted options vest in three annual increments, 33.3% on each of the
first through third anniversaries of the date of grant, and expire in seven
years.
(2) Seven years from date of vesting.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES.
The following table sets forth information regarding the number of
securities underlying unexercised options at December 31, 1999. No options were
exercised by the named executive officers in 1999 and at December 31, 1999, the
exercise price of the options were greater than the market value of Genesis'
common stock.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS AT FY-END VALUE OF UNEXERCISED
(#) IN-THE-MONEY OPTIONS FY-END ($)
------------------------------- -------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ------------ -------------- ------------ --------------
<S> <C> <C> <C> <C>
Ramy El-Batrawi.......... -- -- -- --
Douglas E. Jacobson...... 150,000 75,000 -- --
Craig T. Dinkel.......... 100,000 75,000 -- --
</TABLE>
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OWNERSHIP
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or become exercisable within 60 days following May 5, 2000 are
deemed outstanding. Those shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person. Unless
otherwise indicated in the table, the persons and entities named in the table
have sole voting and sole investment power with respect to the shares set forth
opposite the stockholder's name. The address for all of the executive officers
and directors is 5805 Sepulveda Boulevard, Van Nuys, California 91411.
<TABLE>
<CAPTION>
NUMBERS OF SHARES
BENEFICIALLY OPTIONS INCLUDED PERCENTAGE OF
NAME AND ADDRESS OWNED IN TOTAL CLASS
- ---------------------------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
OFFICERS AND DIRECTORS
Ramy El-Batrawi................... 2,608,223 -- 49%
Douglas E. Jacobson............... -- 150,000 2.7%
Craig T. Dinkel................... -- 100,000 1.8%
George W. Heyworth................ -- 25,000 *
Michael R. Fugler................. -- -- --
All directors and executive 3,033,223 275,000 57%
officers as a group (five
persons)........................
5% Beneficial Owners
Ultimate Holdings................. 750,000
13 Parliament St
Hamilton, Bermuda
</TABLE>
- ---------------
* less than 1%
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Genesis purchases media airtime and resells it to other companies. For the
years ended December 31, 1999 and 1998, media sold to a company owned by Mr.
El-Batrawi amounted to $0 and $3,702,731, respectively.
During the second quarter of 1999, and in connection with the termination
of its business relationship with Trade Your Way To Riches, Inc., or TYWR, a
company wholly owned by Mr. El-Batrawi, Genesis exercised its option to purchase
the customer lists of TYWR, which option TYWR had granted to Genesis prior to
our initial public offering. The purchase price of $3,821,134 for the customer
lists was the approximate fair market value, based on the projected revenues
from sales from the lists' use. The purchase price was paid through the exchange
of advances made by Genesis to TYWR of $3,821,134, of which $2,270,330 of these
advances were made in 1999, for the customer lists. Under the terms of the
transaction, if the gross profit to Genesis from use of the list during the
first 18 months does not meet or exceed the purchase price, then TYWR must
refund to Genesis the difference between actual gross profit during such period
and the purchase price. Genesis had the right to use the customer list during
the second quarter of 1999 in consideration of the customary 25% commission for
customer list use. Under the terms of the option, Genesis did not have to pay
this commission if it exercised the option to purchase prior to September 30,
1999. During 1999 (subsequent to the purchase of this list), Genesis generated
sales from these customer lists which resulted in gross profits of $2,645,459.
In 2000, the gross profits generated from sales from these customer lists
exceeded the purchase price. None of the proceeds of our initial public offering
were used to fund this purchase.
In connection with the sales efforts "road show" and visits to regulatory
agencies in connection with our initial public offering, Genesis leased an
airplane from Genesis Aviation, Inc., a company
9
<PAGE>
wholly owned by Mr. El-Batrawi. During 1999, Genesis reimbursed Genesis
Aviation, Inc. for use of the airplane in the amount of $510,593.
In April 1999, Genesis entered into a strategic alliance with Global
Leisure Travel, Inc., a leading provider of wholesale travel to travel agents
and consumers. Global's majority stockholder was a company that is wholly owned
by Mr. El-Batrawi. The strategic alliance provided that Genesis would become the
principal marketing and advertising agent and the exclusive Internet marketing
and advertising agent and e-commerce consultant and provider to Global and all
of its subsidiaries and affiliates. Global also granted Genesis an option to
acquire all of the technology and assets comprising its proprietary computerized
travel marketing system known as the Contour System. The agreed purchase price
was the actual cost of development. In June 1999, Genesis exercised this option
and purchased the Contour System for $2.5 million. In December 1999, Genesis
sold the Contour System back to Global by transferring the Contour System and
certain notes payable in the amount of $3,000,000 to Global. Genesis determined
that this sale was consistent with Genesis' focus on and investment in the
development of Centerlinq. There was no gain or loss on this transaction, as our
basis in the Contour System had increased by approximately $500,000 from
additional development costs paid by Genesis.
For the years ended December 31, 1999 and 1998, Genesis earned $0 and
$1,789,415, respectively, in commission from selling products for companies
owned by Mr. El-Batrawi. The commission received from selling these products
ranged from 35% to 55%. During 1999, Genesis paid $95,380 for business
consulting services provided by George Heyworth and an entity owned by George
Heyworth.
APPROVAL OF AMENDMENT TO 1998 STOCK INCENTIVE PROGRAM
(ITEM II)
The stockholders are being asked to approve an amendment to the
GenesisIntermedia.com, Inc. 1998 Stock Incentive Program that will increase the
number of shares of common stock available for issuance under the program from
600,000 shares to 800,000 shares. The 800,000 share increase was approved by the
board on August 14, 1999, subject to stockholder approval at the annual meeting.
The board believes it is in Genesis' best interest to increase the share reserve
so that Genesis can continue to attract and retain the services of those persons
essential to the company's growth and financial success.
Genesis has granted options to over 90% of our employees in an effort to
share in Genesis' success. Of the 600,000 shares currently authorized under the
1998 program, approximately 30,000 shares remained available as of May 5, 2000.
The majority of these options were granted under the employee incentive programs
permitted by the program as set forth below over a period from October 1998
through May 5, 2000, a period of nearly one and one-half years. The board
believes that the approval of an additional 800,000 shares under the program
should be sufficient for our needs under the program for the next two years.
SUMMARY OF THE 1998 STOCK INCENTIVE PROGRAM
The following is a summary of the principal features of the 1998 program.
Any stockholder who wishes to obtain a copy of the actual plan document may do
so upon written request to the Secretary at Genesis' offices listed on page 2
under "company contact."
In October 1998, the board of directors adopted and the stockholders
approved the 1998 stock incentive program. Under the program, the board of
directors, or its designated administrators, have the flexibility to determine
the type and amount of awards to be granted to eligible participants.
Purpose, structure, awards and eligibility
The 1998 program is intended to secure for Genesis and its stockholders the
benefits arising from ownership of common stock by individuals employed or
retained by Genesis who will be responsible for the future growth of the
enterprise. The 1998 program is designed to help attract and retain
10
<PAGE>
superior personnel for positions of substantial responsibility, and to provide
individuals with an additional incentive to contribute to the company's success.
The 1998 program is composed of seven parts and the program administrators
may make the following types of awards under the 1998 program:
(1) incentive stock options (ISOs) under the incentive stock option plan;
(2) nonqualified stock options (NQSOs) under the nonqualified stock option
plan;
(3) restricted shares under the restricted shares plan;
(4) rights to purchase stock under the employee stock purchase plan (ESPP);
(5) grants of options under the non-employee director stock option plan;
(6) stock appreciation rights (SARs) under the stock appreciation rights
plan; and
(7) specified other stock rights under the stock rights plan, which may
include the issuance of units representing the equivalent of shares of
common stock, payments of compensation in the form of shares of common
stock and rights to receive cash or shares of common stock based on the
value of dividends paid on a share of common stock.
Officers, key employees, employee directors, consultants and other
independent contractors or agents of Genesis or our subsidiaries who are
responsible for or contribute to the management, growth or profitability of our
business are eligible for selection by the program administrators to participate
in the program, provided, however, that incentive stock options may be granted
under the incentive stock option plan only to a person who is an employee of
Genesis or its subsidiaries.
Shares subject to program
There were previously authorized and reserved for issuance under the
program an aggregate of 600,000 shares of Genesis common stock. The shares of
common stock issuable under the program may be authorized but unissued shares,
shares issued and reacquired, or shares purchased by the company on the open
market. If any of the awards granted under the program expire, terminate or are
forfeited for any reason before they have been exercised, vested or issued in
full, the unused shares subject to those expired, terminated or forfeited awards
will again be available for purposes of the program.
Effective date and duration
All of the plans other than the incentive stock option plan and the
employee stock purchase plan, became effective upon their adoption by the board
of directors. The incentive stock option plan and the employee stock purchase
plan became effective upon their adoption by the board of directors and approval
of the program by a majority of the stockholders. The 1998 program will continue
in effect until October 2008 unless sooner terminated under the general
provisions of the program.
Administration
The 1998 program is administered by the board of directors or by a
committee appointed by the board. That committee must consist of not less than
two directors who are:
* non-employee directors within the meaning of SEC Rule 16b-3 under the
Securities Exchange Act of 1934, so long as non-employee director
administration is required under Rule 16b-3; and
* outside directors as defined in Section 162(m) of the Internal Revenue
Code of 1986, so long as outside directors are required by the Code.
Subject to these limitations, the board of directors may from time to time
remove members from the committee, fill all vacancies on the committee, and
select one of the committee members as its chair. The 1998 program
administrators may hold meetings when and where they determine, will keep
11
<PAGE>
minutes of their meetings, and may adopt, amend and revoke rules and procedures
in accordance with the terms of the program. The 1998 program is presently
administered by the non-employee directors who serve on the compensation
committee of the board.
New plan benefits
As of May 5, 2000, 200,020 options had been granted, but no direct stock
issuances had been made with respect to the 800,000 share increase proposed in
this Item II.
FEDERAL INCOME TAX CONSEQUENCES FOR PLAN AWARDS
Options granted under the program may be either incentive stock options
that satisfy the requirements of Section 422 of the Internal Revenue Code of
1986 or nonqualified stock options that are not intended to meet those
requirements. Options granted under the non-employee director stock option plan
are nonqualified stock options.
Incentive options
No taxable income is recognized by the optionee at the time of the option
grant, and no taxable income is generally recognized at the time the option is
exercised. The optionee will, however, recognize taxable income in the year in
which the purchased shares are sold or otherwise disposed of. For federal tax
purposes, dispositions are divided into two categories, (i) qualifying and (ii)
disqualifying. A qualifying disposition occurs if the sale or other disposition
is made after the optionee has held the shares for more than two years after the
option grant date and more than one year after the exercise date. If either of
these two holding periods is not satisfied, then a disqualifying disposition
will result.
If the optionee makes a disqualifying disposition of the option shares,
then Genesis will be entitled to an income tax deduction, for the taxable year
in which the disposition occurs, equal to the excess of (i) the fair market
value of the disposed shares on the option exercise date over (ii) the exercise
price paid for the shares. In no other instance will Genesis be allowed a
deduction with respect to the optionee's disposition of the option shares.
Nonqualified options
The federal income tax treatment for the nonqualified stock options is as
follows:
* No taxable income is recognized by an optionee upon the grant of a
nonqualified stock option. Generally, the optionee will recognize
ordinary income in the year in which the option is exercised. The amount
of ordinary income will equal the excess of the fair market value of the
purchased shares on the exercise date over the exercise price paid for
the shares. That amount increases the grantee's basis in the stock
acquired pursuant to the exercise of the nonqualified option. The
optionee is required to satisfy the tax withholding requirements
applicable to that income. Upon a subsequent sale of the stock, the
optionee will incur short-term or long-term gain or loss depending upon
its holding period for the shares and upon the shares' subsequent
appreciation or depreciation in the value.
* Genesis is entitled to an income tax deduction equal to the amount of
ordinary income recognized by the optionee with respect to the exercised
nonqualified stock option. The deduction generally will be allowed in the
taxable year that the ordinary income is recognized by the optionee.
Restricted Plan Purchases
The tax principles applicable to the issuance of restricted shares under
the 1998 program are substantially the same as those summarized above for the
exercise of nonqualified stock option grants in that they are both governed by
Section 83 of the Code. Restricted shares are not taxed at the time of grant
unless the grantee elects to be taxed under Section 83(b) of the Code. When the
restriction
12
<PAGE>
lapses, the grantee will have ordinary income equal to the fair market value of
the shares on the vesting date. Alternatively, at the time of the grant, the
grantee may elect under Section 83(b) of the Code to include as ordinary income
in the year of the grant, an amount equal to the fair market value of the
granted shares on the grant date. If the Section 83(b) election is made, the
grantee will not recognize any additional income when the restriction lapses.
Genesis will be entitled to an income tax deduction equal to the ordinary income
recognized by the grantee in the year in which the grantee recognizes that
income.
Employee Stock Purchase Plan Purchases
The employee stock purchase plan is intended to be an employee stock
purchase plan within the meaning of Section 423 of the Code. Under a Section 423
qualified plan, no taxable income will be recognized by a participant, and no
deductions will be allowable to Genesis, in connection with the grant or the
exercise of an outstanding purchase right. Taxable income will not be recognized
until there is a sale or other disposition of the shares acquired under the plan
or in the event the participant should die while still owning the purchased
shares.
If the participant sells or otherwise disposes of the purchased shares
within two years after the start date of the purchase period in which the shares
were acquired, then the participant will recognize ordinary income in the year
of sale or disposition equal to the amount by which the fair market value of the
shares on the purchase date exceeded the purchase price paid for those shares,
and Genesis will be entitled to an income tax deduction, for the taxable year in
which the sale or disposition occurs, equal in amount to the excess.
If the participant sells or disposes of the purchased shares more than two
years after the start date of the purchase period in which the shares were
acquired, then the participant will recognize ordinary income in the year of
sale or disposition equal to the lesser of (1) the amount by which the fair
market value of the shares on the sale or disposition date exceeded the purchase
price paid for those shares or (2) 15% of the fair market value of the shares on
the start date of that purchase period, and any additional gain upon the
disposition will be taxed as a long-term capital gain. Genesis will not be
entitled to any income tax deduction with respect to that sale or disposition.
If the participant still owns the purchased shares at the time of death,
the lesser of (1) the amount by which the fair market value of the shares on the
date of death exceeds the purchase price or (2) 15% of the fair market value of
the shares on the start date of the purchase period in which those shares were
acquired will constitute ordinary income in the year of death.
Stock Appreciation Rights
A program participant who is granted a stock appreciation right will
recognize ordinary income in the year of exercise equal to the amount of the
appreciation distribution. Genesis will be entitled to an income tax deduction
equal to the appreciation distribution for in the taxable year that the ordinary
income is recognized by the participant.
Stock Rights
Generally, a program participant who is granted other stock rights will
recognize ordinary income in the year of the grant of the right, if a present
transfer of stock or value is made to the participant, or in the year of
payment, such as in the case of a dividend equivalent right. That income will
generally be equal to the fair market value of the granted right or payment.
Genesis will generally be entitled to an income tax deduction equal to the
income recognized by the participant on the grant or payment date for the
taxable year in which the ordinary income is recognized by the participant.
Deductibility of Executive Compensation
We anticipate that any compensation deemed paid by Genesis in connection
with the disqualifying disposition of incentive stock option shares or the
exercise of nonqualified stock options
13
<PAGE>
granted with exercise prices equal to the fair market value of the shares on the
grant date will generally qualify as performance-based compensation for purposes
of Code Section 162(m) and will not have to be taken into account for purposes
of the $1 million limitation per covered individual on the deductibility of the
compensation paid to certain executive officers of Genesis. Accordingly, we
believe all compensation deemed paid under the 1998 program with respect to
those dispositions or exercises will remain deductible by Genesis without
limitation under Code Section 162(m).
Accounting Treatment
Option grants or stock issuances with exercise or issue prices less than
the fair market value of the shares on the grant or issue date will result in
compensation expense to Genesis equal to the difference between the exercise or
issue price and the fair market value of the shares on the grant or issue date.
The only exception to this is shares issued under the employee stock purchase
plan. Under current accounting rules, the issuance of common stock under the
employee stock purchase plan allows Genesis to continue to measure compensation
cost of this plan using the intrinsic value. However, the impact of purchase
rights granted under the employee stock purchase plan must be disclosed in pro
forma financial statements to reflect their impact on reported earnings and
earnings per share as if the fair value method had been applied. Compensation
expense will be expensed over the period that the option shares or issued shares
are to vest. Option grants or stock issuances at 100% of fair market value will
not result in any charge to Genesis's earnings. Whether or not granted at a
discount, the number of outstanding options may be a factor in determining
Genesis's earnings per share on a diluted basis.
Under a recently proposed amendment to the current accounting principles,
option grants made to non-employee board members or consultants after December
15, 1998 will result in a direct charge to Genesis's reported earnings based
upon the fair value of the option measured on the vesting date of each
installment of the underlying option shares. The charge must include the
appreciation in the value of the option shares over the period between the grant
date of the option (or, if later, the effective date of the final amendment) and
the vesting date of each installment of the option shares. In addition, if the
proposed amendment is adopted, any options that are repriced after December 15,
1998 also will trigger a direct charge to Genesis's reported earnings measured
by the appreciation in the value of the underlying shares over the period
between the grant date of the repriced option (or, if later, the effective date
of the final amendment) and the date the option is exercised.
If an optionee is granted stock appreciation rights having no conditions
upon exercisability other than a service or employment requirement, then those
rights will result in compensation expense to Genesis.
The foregoing outline is no more than a summary of the federal income tax
and accounting provisions relating to the grant and exercise of options, stock
awards and stock appreciation rights under the 1998 program and the sale of
shares acquired under the 1998 program. Individual circumstances may vary these
results. The federal income tax laws and regulations are constantly being
amended, and each participant in the program is advised to rely upon his or her
own tax counsel for advice concerning the federal income tax provisions
applicable to the 1998 program.
STOCKHOLDER APPROVAL
Genesis is seeking stockholder approval of the increase in the number of
shares authorized and reserved for issuance under the program.
The board believes that it is in the best interest of Genesis to continue
to have a comprehensive equity incentive program for Genesis which will provide
a meaningful opportunity for officers, key employees, employee directors,
consultants and other independent contractors or agents of Genesis or our
subsidiaries to acquire a substantial proprietary interest in Genesis and
thereby encourage those individuals to remain in Genesis' service and more
closely align their interests with those of the stockholders.
14
<PAGE>
The board recommends that you vote "FOR" the approval of the amendment to
the program.
RATIFICATION OF INDEPENDENT AUDITORS
(ITEM III)
The audit committee of the board has appointed Singer Lewak Greenbaum &
Goldstein, LLP to audit Genesis' financial statements for fiscal year 2000.
Management asks you to ratify that appointment. Singer Lewak Greenbaum &
Goldstein, LLP has been Genesis' independent accounting firm for many years, and
management believes Singer Lewak Greenbaum & Goldstein, LLP is well qualified
for the job. Although the ratification is not required by law, the board
believes that stockholders should be given this opportunity to express their
views on the subject. While not binding on the board, the failure of the
stockholders to ratify the appointment of Singer Lewak Greenbaum & Goldstein,
LLP as Genesis' independent auditors would be considered by the board and the
audit committee in determining whether to continue the engagement of Singer
Lewak Greenbaum & Goldstein, LLP. A Singer Lewak Greenbaum & Goldstein, LLP
representative will be at the annual meeting to answer appropriate questions and
to make a statement if he or she desires.
The board recommends you vote "FOR" this proposal.
STOCKHOLDER PROPOSALS
Any shareholder proposal for Genesis' annual meeting in 2001 must be sent
to the Secretary at the address of Genesis' principal executive office given
under "company contact" on page 2. Any stockholder who wishes to present a
proposal for the inclusion in the proxy statement for action at the 2001 annual
meeting must comply with Genesis' certificate of incorporation and bylaws and
the rules and regulations of the SEC then in effect. The deadline for receipt of
a proposal to be considered for inclusion in Genesis' proxy statement is January
15, 2001. On request, the Secretary will provide detailed instructions for
submitting proposals.
IMPORTANT
TO ASSURE YOUR REPRESENTATION AND A QUORUM FOR THE TRANSACTION OF BUSINESS
AT THE ANNUAL MEETING, WE URGE YOU TO PLEASE COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD PROMPTLY.
OTHER BUSINESS
It is not anticipated that any other matters will be brought before the
meeting for action. If any such other matters shall properly come before the
meeting, however, it is intended that the persons authorized under the proxies
may, in the absence of instructions to the contrary, vote or act on these
matters in accordance with their best judgment.
ANNUAL REPORT
Our annual report on Form 10-K, including financial statements, for the
year ended December 31, 1999, is being distributed to all stockholders together
with this proxy statement, in satisfaction of the requirements of the Securities
and Exchange Commission. Additional copies of such report are available upon
request. To obtain additional copies of the annual report, please contact us at
the address of Genesis's principal executive office given under "company
contact" on page 2.
GENESISINTERMEDIA.COM, INC.
May 18, 2000
15
<PAGE>
GENESISINTERMEDIA.COM, INC.
5805 SEPULVEDA BOULEVARD
VAN NUYS, CALIFORNIA 91411
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
GENESISINTERMEDIA.COM, INC. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2000 AND
P R O X Y
AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
The undersigned hereby appoints Ramy El-Batrawi and Douglas E. Jacobson as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated below, all the shares of Common
Stock of GenesisIntermedia.com, Inc. held of record by the undersigned on May 5,
2000, at the Annual Meeting of Stockholders to be held on June 9, 2000, or any
adjournment or postponement thereof, with all the powers that the undersigned
would possess if personally present as indicated below.
SHARES OF COMMON STOCK OF THE COMPANY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR PROPOSAL 1, FOR PROPOSAL 2,
AND FOR PROPOSAL 3, AND OTHERWISE AT THE DISCRETION OF THE PROXIES.
The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting
of Stockholders of the Company called for June 9, 2000, and a Proxy Statement
for the Annual Meeting.
Continued and to be voted and signed on reverse
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 1, FOR PROPOSAL 2,
AND FOR PROPOSAL 3.
THIS PROXY MAY BE REVOKED AT ANY TIME
BEFORE IT IS FOR EXERCISED.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
(1) ELECTION OF BOARD OF DIRECTORS: (01) RAMY EL-BATRAWI (02) DOUGLAS E.
JACOBSON (03) GEORGE HEYWORTH (04) MICHAEL R. FUGLER (05) STEPHEN A. WEBER
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE
EXCEPTION BOX AND PRINT THE NOMINEE'S NAME ON THIS LINE / / / /
--------------------------------------------------------------------------
(2) Approve an amendment to the GenesisIntermedia.com, Inc. 1998 Stock
Incentive Program which would increase by 800,000, the number of shares of
Genesis common stock reserved for issuance under the plan. / / / / / /
(3) Ratify the appointment of Singer Lewak Greenbaum & Goldstein, LLP as
Genesis' independent auditors for Genesis' fiscal year 2000. / / / / / /
(4) To conduct other business if it is properly raised. / / / / / /
</TABLE>
If you plan to attend the Annual Meeting please check the following box: / /
THIS PROXY HAS BEEN MADE AVAILABLE TO:
Signature ______________________________________________________________________
Signature ______________________________________________________________________
Date ___________________________________________________________________________
Please sign exactly as your name(s) appear(s) on this proxy. Only one signature
is required in case of a joint account. When signing in a representative
capacity, please give title.
PLEASE MARK, SIGN, DATE, AND PROMPTLY RETURN THIS PROXY
CARD USING THE ENCLOSED ENVELOPE.
