<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as Permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Anyox Resources Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously by written preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form Schedule or Registration No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
Anyox Resources Inc.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
June 5, 2000
Dear Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders of
Anyox Resources Inc. (the "Company"), which will be held on Monday, June 5,
2000, at 10:00 a.m. at the Company's corporate offices located at 450 N.
Tamiami Trail, Sarasota, Florida, 34236, for the following purposes as more
fully described in the Proxy Statement accompanying this Notice:
(1) To adopt the Amended and Restated Articles of Incorporation;
(2) To ratify the selection of Christopher, Smith, Leonard, Bristow,
Stanell & Wells, P.A. as the Company's auditors for the fiscal year
ending June 30, 2000; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 7, 2000, the
record date for the meeting, are entitled to receive notice of and to vote at
the Special Meeting or any adjournments thereof.
All of the Company's stockholders are invited to attend the Special Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING,
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED
ENVELOPE PROVIDED WITH THIS NOTICE OR FAX IT TO (775) 322-5623. NO ADDITIONAL
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU WISH.
By Order of the Board of Directors,
/s/ Santu Rohatgi
Santu Rohatgi
President
Sarasota, Florida
April 25, 2000
<PAGE>
Anyox Resources Inc.
540 N. Tamiami Trail
Sarasota, Florida 34236
Tel: (941) 954-1144
Fax: (941) 953-3777
---------------------
PROXY STATEMENT
---------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Anyox Resources Inc. ( the "Company") for
use at the Special Meeting of Stockholders to be held at the Company's
corporate offices located at 450 N. Tamiami Trail, Sarasota, Florida, 34236, on
Monday, June 5, 2000, at 10 a.m., local time, and at any adjournments thereof,
for the purposes set forth herein and in the accompanying Notice. The record
date for the meeting is the close of business on April 7, 2000. All holders of
record of the Company's common stock on the record date are entitled to notice
of the meeting and to vote at the meeting and any meetings held upon
adjournment of that meeting. The approximate date of the mailing of this Proxy
Statement and the accompanying proxy is April 25, 2000.
PROXY INFORMATION
A proxy form is enclosed. Whether or not you plan to attend the meeting in
person, please date, sign and return the enclosed proxy as promptly as
possible, in the postage prepaid envelope provided, to insure that your shares
will be voted at the meeting. You may revoke your proxy at any time prior to
its use by filing with the Secretary an instrument revoking it or a duly
executed proxy bearing a later date, or by attending the meeting and voting in
person. Unless you instruct otherwise in the proxy, any proxy, if not revoked,
will be voted at the meeting:
. To adopt the Amended and Restated Articles of Incorporation;*
. To ratify the selection of Christopher, Smith, Leonard, Bristow, Stanell
& Wells, P.A. as the Company's auditors for the fiscal year ending June
30, 2000; and
. As recommended by our Board with regard to all other matters, in its
discretion.
* The overall effect of adopting the Amended and Restated Articles will be
to render more difficult a change in control of the Company by
stockholders. For further discussion of this effect, please see the
section of this Proxy Statement entitled "Proposal (1): To adopt the
Amended and Restated Articles of Incorporation attached to this Proxy
Statement as Appendix A."
RECORD DATE AND VOTING
Record Date. As of April 7, 2000, the record date fixed by the Board of
Directors, the Company had 20,028,500 shares of common stock issued and
outstanding and approximately 433 stockholders of record. If the stockholders
of record present in person or represented by their proxies at the meeting hold
a majority of the Company's outstanding stock, a quorum will exist for the
transaction of business at the meeting. Stockholders of record who abstain from
voting, including brokers holding their customers' shares who cause abstentions
to be recorded are counted as present for quorum purposes.
Stockholder List. At least 10 days before the Special Meeting, the officer
or agent in charge of the stock transfer books for the shares of the
corporation will make a complete list of the stockholders entitled to vote at
the Special Meeting arranged in alphabetical order, with the address of and
number of shares held by each stockholder. The list will be kept on file at the
principal office of the Company and will be subject to inspection by any
stockholder at any time during usual business hours. The list will be present
for inspection at the Special Meeting.
1
<PAGE>
Proxies. Each stockholder entitled to vote at the Special Meeting of
Stockholders may vote by proxy executed in writing by the stockholder or by his
or her duly authorized attorney-in-fact, but no proxy can be voted or acted
upon after six months from its date, unless the proxy provides for a longer
period. The proxy must be filed with the Secretary of the Company before or at
the time of the Special Meeting.
The following constitute valid means by which a stockholder may authorize
another person to act for him or her as proxy:
(1) A stockholder may execute a writing authorizing another person or
persons to act for him or her as proxy. The proxy may be limited to specific
proposals. Execution may be accomplished by the signing of the writing by the
stockholder or his or her authorized officer, director, employee or agent or by
causing his or her signature to be affixed to the writing by any reasonable
means including, but not limited to, a facsimile signature.
(2) A stockholder may authorize another person or persons to act for him or
her as proxy by transmitting or authorizing the transmission of a telegram,
cablegram or other means of electronic transmission to the person who will be
the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the holder
of the proxy. The transmission must either set forth or be submitted with
information from which it can be determined that it was authorized by the
stockholder.
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other persons representing beneficial owners
of shares for their reasonable out-of-pocket expenses regarding these
solicitations. Proxies may be solicited by certain of the Company's directors,
officers and regular employees, without additional compensation, personally or
by telephone, electronic mail, facsimile or telegram. We will pay no additional
compensation to our officers, directors and employees for these activities.
Date and Time of Opening and Closing of the Polls. The date and time of the
opening of the polls for the Special Meeting of the Stockholders of the Company
shall be 10:00 a.m. on June 5, 2000. The time of the closing of the polls for
voting shall be announced at the Special Meeting. No ballot, proxies or votes,
nor any revocations or changes to a vote, shall be accepted after the closing
of the polls unless a court of equity, upon application by a stockholder,
determines otherwise.
Vote. Votes cast by proxy or in person at the Special Meeting will be
tabulated by the Inspector of Elections with the assistance of the Company's
transfer agent. The Inspector of Elections will also determine whether or not a
quorum is present. Each stockholder of record at the close of business on April
7, 2000 is entitled to one vote for each share then held on each matter
submitted to a vote of stockholders. Brokers holding shares of record for their
customers generally are not entitled to vote on certain matters unless their
customers give them specific voting instructions. If the broker does not
receive specific instructions, the broker will note this on the proxy form or
otherwise advise the Company that it lacks voting authority.
The voting requirements for the proposal we will consider at the meeting
are:
Adoption of Amended and Restated Articles of Incorporation: Proxies
solicited by the Board of Directors will, unless otherwise directed, be
voted to adopt the Amended and Restated Articles of Incorporation. A
stockholder submitting a Proxy may vote for or against adopting the Amended
and Restated Articles of Incorporation or may abstain from voting his or
her shares. IF A SUBMITTED PROXY IS PROPERLY SIGNED BUT UNMARKED IN RESPECT
OF THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION, THE
PROXY AGENTS NAMED IN THE PROXY WILL VOTE ALL THE SHARES REPRESENTED
THEREBY FOR THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF
INCORPORATION.
In accordance with Nevada Revised Statutes and the Company's Bylaws, the
adoption of the Amended and Restated Articles of Incorporation requires a
quorum of more than 50% of the Company's issued and outstanding shares
entitled to vote, and an affirmative vote of more than 50% of the Company's
issued and outstanding shares entitled to vote.
2
<PAGE>
This Proxy Statement is accompanied by the proposed Amended and Restated
Articles of Incorporation. Stockholders are encouraged to review the Amended
and Restated Articles of Incorporation in connection with the information
contained herein.
INTEREST OF CERTAIN PERSONS IN MATTER TO BE ACTED UPON
The directors and executive officers of the Company do not have any
substantial interest in the matters to be acted upon at the Special Meeting
other than the affect of certain provisions in the proposed Amended and
Restated Articles of Incorporation that entrench them in their positions and
ensure their continued control of the Company. For further discussion of those
provisions, please see the section of this Proxy statement entitled "Proposal
(1): To adopt the Amended and Restated Articles of Incorporation attached to
this Proxy Statement as Appendix A."
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Of the 20,028,500 shares of common stock issued and outstanding, each share
of record is entitled one vote at the Special Meeting. The record date for
establishing the shares entitled to vote is April 7, 2000.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's common stock as of April 7,
2000, and as adjusted to reflect the share ownership for (i) each executive
officer or director of the Company who beneficially owns shares; (ii) each
stockholder known to the Company to beneficially own five percent or more of
the outstanding shares of its common stock; and (iii) all executive officers
and directors as a group. The Company believes that the beneficial owners of
the common stock listed below, based on information furnished by such owners,
have sole investment and voting power with respect to such Shares, subject to
community property laws where applicable.
The following table sets forth as of March 15, 2000, the outstanding common
shares of the Company owned of record or beneficially by each executive Officer
and director and by each person who owned of record, or was known by the
Company to own beneficially, more than 5% of the Company's common shares, and
the shareholdings of all executive officers and directors as a group.
<TABLE>
<CAPTION>
No. of Shares
Name Beneficially Owned Percentage Owned
- ---- ------------------ ----------------
<S> <C> <C>
Wyly Wade.................................. 2,000,000 9.99%
Mark Gray.................................. 2,000,000 9.99%
ALL EXECUTIVE OFFICERS & DIRECTORS AS A
GROUP
(5 Persons)............................... 0 0%
</TABLE>
Change in Control
Name of Persons Who Acquired Control
On March 5, 2000, the Company entered into a Share Exchange Agreement (the
"Agreement") with Web Partners, Inc. ("WPI") and two of its primary
stockholders, Wyly Wade, President of WPI, and Mark Gray, CEO of WPI, as well
as several other interested stockholders (the "Proxy Grantors"). The Agreement,
concluded on March 15, 2000 (the "Closing Date"), allows the Company to acquire
WPI. The initial stage of the acquisition was a share exchange between the
Company, on one hand, and Mr. Wade and Mr. Gray, on the other.
As a result of the share exchange, concluded on the Closing Date, the
management of WPI will effectively take control of the Company, and the two WPI
principals, Mr. Wade and Mr. Gray, will become major stockholders of the
Company and control the appointment of directors to the Board of the Company.
The Company will change its name and trading symbol to reflect the decision to
focus its business activities solely on the web-based technologies developed by
WPI.
3
<PAGE>
Amount and Source of Consideration
As part of the Agreement, Mr. Wade and Mr. Gray each exchanged 1,000,000
shares of WPI common and/or preferred stock for 4,000,000 shares of restricted
common stock of the Company, apportioned 2,000,000 shares to Mr. Wade and
2,000,000 shares to Mr. Gray. The Company effectively acquired 57% of the
issued and outstanding shares of WPI and Mr. Wade and Mr. Gray became major
stockholders of the Company.
Basis of Control
The Agreement provides for Mr. Wade and Mr. Gray to control the Company on
both an interim basis and a long-term basis. On an interim basis, out of
20,028,500 shares outstanding on March 30, 2000, Mr. Wade and Mr. Gray own or
control the following shares:
<TABLE>
<CAPTION>
<S> <C>
Directly owned.................................................... 4,000,000
Controlled pursuant to irrevocable proxy (1)...................... 6,500,000
----------
10,500,000
==========
</TABLE>
- --------
(1) These proxies were granted pursuant to contract by fewer than ten persons.
Upon the pending closing of a private placement of the Company's common
stock at $0.85 per share, Mr. Wade and Mr. Gray will control the voting power
of no less than 52.4% of the Company. In addition, the Agreement permitted Mr.
Wade and Mr. Gray to designate the members of the Board of Directors. Effective
March 15, 2000, Carsten Mide and Philip Yee resigned as directors, and
successors designated by Mr. Wade and Mr. Gray were appointed.
On a long-term basis, the Agreement requires the Company to call this
Special Meeting of its stockholders for the purpose of amending and restating
its Articles of Incorporation, in part to authorize the Board of Directors to
designate classes of preferred stock without the need for stockholder approval.
Mr. Wade and Mr. Gray control votes sufficient to adopt the Amended and
Restated Articles of Incorporation. The Agreement further provides that, upon
adoption of the amendment and restatement of the Company's Articles of
Incorporation, the Company shall create a special class of preferred stock,
entitled Class A Preferred Stock, consisting of 200,000 shares that shall have
the power, among other things, to control the election of directors and any
amendment of the Company's Articles of Incorporation or Bylaws. Mr. Wade and
Mr. Gray will each have the right to exchange 100,000 shares of their common
stock for 100,000 shares of the Class A Preferred Stock. Please see the section
of this Proxy Statement entitled "Authorization of Preferred Stock" for further
discussion of the issuance of the Class A Preferred Stock.
The Company is not aware of any arrangement that would upset the control
mechanisms currently in place. Although it is conceivable that a third party
could attempt a hostile takeover of the Company, the Company has not received
notice of any such effort.
PROPOSAL (1): TO ADOPT THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
ATTACHED TO THIS PROXY STATEMENT AS APPENDIX A.
The Amended and Restated Articles of Incorporation will completely supersede
the existing Articles of Incorporation of the Company. The Articles of
Incorporation of the Company are being amended and restated pursuant to the
Agreement discussed previously under the section of the Proxy Statement
entitled Change in Control. The Agreement requires that the parties use their
best efforts to cause the Articles of Incorporation of the Company to be
amended and restated and requires that the Company hold a meeting of its Board
of Directors for the purpose of calling a special meeting of stockholders to
amend and restate the Articles of Incorporation. On April 6, 2000, the Board of
Directors of the Company signed resolutions advising the adoption of the
Amended and Restated Articles of Incorporation, called this Special Meeting and
set a record date of April 7, 2000, for the meeting.
4
<PAGE>
The following is a summary comparison of the major differences between the
current Articles of Incorporation of the Company and the proposed Amended and
Restated Articles of Incorporation (a copy of which is attached to this Proxy
Statement as Appendix A). Where relevant, a brief discussion is included of the
purpose of the change and the effect, both positive and negative, of the change
on stockholders and management of the Company.
THE OVERALL EFFECT OF THE PROPOSAL IS TO RENDER MORE DIFFICULT THE
ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL
STOCKHOLDER, AND THUS TO MAKE MORE DIFFICULT THE REMOVAL OF MANAGEMENT.
<TABLE>
<CAPTION>
Proposed Amended
Current Articles and Restated
Subject Matter of Change of Incorporation Articles of Incorporation
- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C>
1. Name of Corporation Article One. Anyox Resources Article I. Forefront
Inc. Concepts Inc.
Purpose: To align the name of the Company more closely with its core business.
Effect: There is no effect on stockholders from the change in the name of the
Company. The name change will facilitate the marketing of the Company's web-
based products.
2. Authorized capital Article Four. 200,000,000 Article II, Section 2.1.
shares of common stock 200,000,000 total authorized
having par value of $0.001 shares, consisting of
per share. 160,000,000 shares of common
stock having par value of
$0.001 per share and
40,000,000 shares of
preferred stock having a par
value of $0.001 per share.
Purpose: To enable the Board to establish classes and series of preferred stock
with separate rights and preferences to that of common stock.
Effect: The power to authorize preferred stock provides the Board with a
mechanism for establishing a separate class of stock with superior rights to
the common stock of the Company.
3. Rights and Preferences No authorized preferred Article II, Section
of Preferred Stock stock. 2.2. Board of Directors
granted the authority to
issue preferred stock and to
fix and determine and to
amend the voting powers,
designations, preferences,
limitations, restrictions
and relative rights of the
shares, including such
matters as dividends,
redemption, liquidation,
conversion and voting.
</TABLE>
Purpose: To enable the Board to determine the rights, preferences, privileges
and limitations associated with preferred stock without shareholder approval.
Effect: This is an anti-takeover measure. The Board has exclusive discretion to
issue preferred stock with rights that may trump those of common stock. The
effect may be to dilute the stock ownership of holders of common stock and
thereby reduce their voting power and reduce their rights to the net assets of
the Company upon dissolution. Blank-check preferred stock can delay or hinder a
change in control of the Board and management. Adoption of the Amended and
Restated Articles of Incorporation will pave the way for the Board
5
<PAGE>
<TABLE>
<CAPTION>
Proposed Amended
Current Articles and Restated
Subject Matter of Change of Incorporation Articles of Incorporation
- ------------------------ ---------------- -------------------------
<S> <C> <C>
</TABLE>
to issue, as agreed to under the Share Exchange Agreement with Wyly Wade and
Mark Gray, Class A Preferred Stock which will be exchanged for a portion of Mr.
Wade's and Mr. Gray's common stock in the Company and have the effect of
transferring control of the Company to those individuals. Please see the
section on Authorization of Preferred Stock in this Proxy Statement for further
discussion of the issuance of the Class A Preferred Stock.
<TABLE>
<S> <C> <C>
4. Cumulative Voting Article Four. The Article V. The right to
stockholders shall not cumulate votes in the
possess cumulative voting election of directors shall
rights at all shareholder not exist with respect to
meetings for the purpose of shares of stock of the
electing a Board of Company.
Directors.
Purpose: No change.
Effect: None.
5. Number of Directors Article 5. No more than 8 Article VI, Section 6.1. No
nor less than 1 person. more than 9 nor less than 1.
Purpose: To enable the Board to be comprised of no more than 9 directors.
Effect: None.
6. Term of Office of Bylaws--Article 3, Section Article VI, Section
Directors 2. The directors shall be 6.2. Directors shall be
elected at the annual divided into three classes,
meeting of the stockholders. with each class to be as
nearly equal in number as
possible, as specified by
resolution of the Board or,
if the directors in office
constitute fewer than a
quorum of the Board, by
affirmative vote of a
majority of the directors in
office. Term of office of
directors is as follows:
First Class--expires at
first annual meeting of
stockholders.
Second Class--expires at
second annual meeting of
stockholders.
Third Class--expires at
third annual meeting of
stockholders.
Thereafter, the directors by
class shall hold staggered
terms of three years.
</TABLE>
Purpose: To lengthen the term of each director from 1 to 3 years and to stagger
the terms of the directors to ensure the continuity of the Board and
management.
Effect: A staggered board affects every election of directors. Such a system of
electing directors makes it more difficult for stockholders to change the
majority of directors even when the only reason for the change may be
6
<PAGE>
<TABLE>
<CAPTION>
Proposed Amended
Current Articles and Restated
Subject Matter of Change of Incorporation Articles of Incorporation
- ------------------------ ---------------- -------------------------
<S> <C> <C>
</TABLE>
the performance of the present directors. Changing the majority of directors
under the staggered system requires three separate annual meetings, while under
the current system of electing directors only one annual meeting is necessary
to change all of the directors. As an anti-takeover measure, the effect is to
prevent insurgent shareholders from immediately seizing control of the Board,
either through stock acquisitions or a proxy contest.
<TABLE>
<S> <C> <C>
7. Removal of Directors Bylaws--Article 3, Section Article VI, Section 6.3 /
3. Holders of two-thirds of Bylaws--Section
the outstanding shares of 3.13. Stockholders may
stock entitled to vote may remove one or more directors
at any time remove the with or without cause, but
director(s) by vote at a only at a special meeting
meeting called for that called for the purpose of
purpose or by a written removing the director(s)
statement filed with the if a majority of the shares
Secretary of the Company. eligible to vote cast votes
in favor of removal.
Purpose: To place limitations on removal of directors by stockholders.
Effect: In combination with the prohibition against stockholders calling a
special meeting, this provision effectively limits the removal of directors to
an annual meeting or Board action. This represents an additional measure to
deter a change in control of the Company.
8. Vacancies on Board of Bylaws--Article 3, Section Article VI, Section 6.4. The
Directors 3. Vacancies in the Board Board may fill the vacancy,
may be filled by a majority or, if the directors in
of the remaining directors, office constitute fewer than
though less than a quorum, a quorum, they may fill the
or a by a sole remaining vacancy by the affirmative
director. vote of a majority of all
directors in office. The
stockholders may fill a
vacancy only if there are no
directors in office.
</TABLE>
Purpose: No change.
Effect: None.
<TABLE>
<S> <C> <C>
9. Bylaws Article Nine. The power to Article VIII. The Board has
adopt, alter, amend or the power to adopt, amend or
repeal the Bylaws is vested repeal the Bylaws of the
in the Board, except as Company, subject to the
otherwise may be power of the stockholders to
specifically provided in the amend or repeal the Bylaws.
Bylaws. The stockholders also have
the power to amend or repeal
Bylaws of the Company and to
adopt new Bylaws.
Bylaws--Article 12. Bylaws
may be amended by a majority
vote of all stock issued and
outstanding and entitled to
vote at any annual or
special meeting of the
stockholders. Or the Board
may amend the Bylaws by vote
of a majority of the whole
Board, unless specifically
precluded from amendment by
the stockholders.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Proposed Amended
Current Articles and Restated
Subject Matter of Change of Incorporation Articles of Incorporation
- ------------------------ ---------------- -------------------------
<S> <C> <C>
</TABLE>
Purpose: No change.
Effect: None.
<TABLE>
<S> <C> <C>
10. Consent in Lieu of Article Ten. Any action Article IX, Section 9.1. Any
Meeting of Stockholders otherwise required to be action required or permitted
taken at a meeting of the to be taken at a
stockholders, except stockholders meeting may be
election of directors, may taken without a meeting,
be taken without a meeting without prior notice and
if a consent in writing, without a vote, if a consent
setting forth the action so or consents in writing,
taken, is signed by setting forth the action
stockholders having at least taken, are signed by the
a majority of the voting holders of outstanding stock
power. having not less than the
minimum number of votes that
would be necessary to
authorize or take the action
at a meeting at which all
shares entitled to vote were
present and voted.
</TABLE>
Purpose: No change.
Effect: None.
<TABLE>
<S> <C> <C>
11. Number of Votes Bylaws--Article 2, Section Article IX, Section 9.2. The
Necessary to Approve 7. When a quorum is present minimum number of shares
Actions at any meeting, the vote of required by law to approve
the holders of 10% of the the action; pursuant to NRS
stock having voting power 78.320(1)(b), more than 50%
present in person or by of the shares present at the
proxy is sufficient to elect meeting must vote "for" the
directors or to decide any action.
question.
Purpose: The existing provision contained in the Bylaws of the Company may not
be legal under Nevada corporate law. In order to correct this potential
deficiency, the provision in the Amended and Restated Articles of Incorporation
defaults to the appropriate section of the Nevada Revised Statute.
Effect: The affirmative vote of a larger number of shares will be required to
approve an action of the stockholders.
12. Special Meetings Bylaws--Article 2, Section Article IX, Section
3. Special meetings of the 9.3. Except as may be
stockholders may be called authorized by the Board upon
by the President or the issuance of preferred stock,
Secretary, by resolution of special meetings of the
the Board or at the request stockholders of the
in writing of stockholders corporation for any purpose
owning a majority of the may be called at any time by
capital stock issued and the Board and not by any
outstanding entitled to other person(s).
vote.
</TABLE>
Purpose: Limits the authority to call a special meeting to the Board of
Directors.
8
<PAGE>
<TABLE>
<CAPTION>
Proposed Amended
Current Articles and Restated
Subject Matter of Change of Incorporation Articles of Incorporation
- ------------------------ ---------------- -------------------------
<S> <C> <C>
</TABLE>
Effect: This is an anti-takeover measure. The change ensures that stockholders
will not be authorized to call a special meeting. The effect is to limit the
ability of one or more stockholders from bringing matters before the
stockholders that may be contrary to the objectives of the Board. This
limitation, in conjunction with the provisions on staggered elections of
directors and removal of directors, prevents stockholders from effecting a
change in control.
<TABLE>
<S> <C> <C>
13. Quorum for Meetings of Bylaws--Article 2, Section Article IX, Section
Stockholders 6. Holders of a majority of 9.4. Except as required
the stock issued and elsewhere in the Articles of
outstanding and entitled to Incorporation or under law,
vote and present at the one-third of the votes
meeting constitute a quorum. entitled to be cast on a
matter by the holders of
shares that are entitled to
vote and be counted on the
matter shall constitute a
quorum of such shares at a
meeting of stockholders.
</TABLE>
Purpose: Reduces the number of shares necessary to constitute a quorum.
Effect: The change ensures the ability of the Company to convene a quorum as
shares become more widely dispersed. The change may also affect the number of
voting shares needed to approve the action(s) proposed at the meeting.
The Board of Directors recommends you vote FOR adoption of the Amended and
Restated Articles of Incorporation.
AUTHORIZATION OF PREFERRED STOCK
As part of the Amended and Restated Articles of Incorporation, the Company
is authorizing 40,000,000 shares of preferred stock having a par value of
$0.001 per share. The common stock will be subject to the rights and
preferences of the preferred stock. The Board of Directors will be given the
power to issue the preferred stock by resolution in one or more classes or
series within a class. The Board will also have the authority to fix and
determine and to amend the voting powers, designations, preferences,
limitations, restrictions and relative rights of the shares, including such
matters as dividends, redemption, liquidation, conversion and voting.
THE AUTHORIZATION OF PREFERRED STOCK WILL HAVE AN ANTI-TAKEOVER EFFECT AND
ENABLE A MINORITY OF STOCKHOLDERS TO CONTROL THE COMPANY.
The Agreement, discussed under the Change in Control section of this Proxy
Statement, provides that, upon adoption of the amendment and restatement of the
Company's Articles of Incorporation, the Company shall create a special class
of preferred stock, entitled Class A Preferred Stock ("Class A Stock"),
consisting of 200,000 shares that shall have the power, among other things, to
control the election of directors and any amendment of the Company's Articles
of Incorporation or Bylaws. Mr. Wade and Mr. Gray will each have the right to
exchange 100,000 shares of their common stock for 100,000 shares of the Class A
Stock. The rights, preferences, privileges and limitations granted to and
imposed on the Class A Stock are outlined in Appendix B and summarized below:
Dividends. Dividends shall be declared and set aside for any shares of Class
A Stock only upon resolution of the Board of Directors.
9
<PAGE>
Liquidation, Dissolution or Winding Up. In the event of any liquidation,
dissolution or winding up of the Company, holders of each share of Class A
Stock are entitled to be paid before any sums are paid to the holders of (1)
preferred subordinate to Class A Stock and (2) common stock.
Voting Power, Generally. Each holder of Class A Stock is entitled to vote on
all matters and is entitled to that number of votes equal to the largest number
of whole shares of common stock into which the holder's of Class A Stock could
be converted based upon the total number of shares that could be converted at
any one time by such holder thereof. Preferred and common shares shall vote
together as one class on all matters requiring a vote of stockholders.
Special Voting Powers. With regard to any vote in respect of (1) any
election of directors or proposal to remove a director, or (2) any amendment or
repeal of the Articles of Incorporation or Bylaws, the authorized Class A Stock
is entitled, in aggregate, with relative voting powers among the holders of
Class A Stock apportioned according to their respective holdings, to cast votes
equal to 51% of the votes necessary to authorize or take action in respect of
such matter at a meeting at which all shares entitled to vote were present and
voted, with the voting rights of all other classes of stock, either preferred
or common, being entitled, in the aggregate, to cast votes equal to 49% of the
votes necessary to authorize or take action in respect of such matter at a
meeting at which all shares entitled to vote were present and voted.
Conversion Rights. The holders of shares of Class A Stock have the following
rights with respect to the conversion of shares of Class A Stock into shares of
common stock:
Voluntary Conversion. Any share of Class A Stock may, at the option of
the holder, be converted at any time into such number of fully paid and
nonassessable shares of common stock as are equal to the product obtained
by multiplying the applicable conversion rate by the number of shares of
Class A Stock being converted. The conversion rate may vary depending upon
the number of common shares outstanding.
Mandatory Conversion. Upon the closing of a public offering by the
Company of shares of its common stock registered under the Securities Act
of 1933, in which the aggregate offering proceeds paid for the shares by
the public is at least $10 million, all outstanding shares of Class A Stock
will be converted automatically into the number of shares of common stock
into which the shares of Class A Stock are convertible, without any further
action by the holders of the Class A Stock and whether or not the
certificates representing the Class A Stock are surrendered for common
stock.
Reservation of Common Stock. The Company must keep available out of its
authorized but unissued shares of common stock, solely for the purpose of
effecting the conversion of shares of Class A Stock, the number of its
shares of common stock sufficient to effect the conversion of all
outstanding shares of Class A Stock.
Redemption. The Class A Stock will not be redeemable by the Company.
Protective Provision. No class of stock, whether common or preferred, shall
be created, and no amendment to or repeal of the Articles of Incorporation or
Bylaws shall be passed, which dilutes or undermines the voting powers,
designations, preferences, limitations, restrictions and relative rights of
Class A Stock, without, in any such case, the consent of the holders of a
majority of the outstanding shares of Class A Stock.
PROPOSAL (2): TO RATIFY THE SELECTION OF CHRISTOPHER, SMITH, LEONARD,
BRISTOW, STANELL & WELLS, P.A. AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR
ENDING JUNE 30, 2000.
From its inception on July 13, 1998, the Company's principal accountant has
been Anderson Anderson & Strong, L.C., ("Anderson") of Salt Lake City, Utah.
Effective March 15, 2000, the Board of Directors of the Company approved the
change of accountants. On March 15, 2000, management of the Company dismissed
Anderson and engaged Christopher, Smith, Leonard, Bristow, Stanell & Wells,
P.A., ("Christopher, Smith") of Bradenton, Florida, as its independent public
accountants to audit its financial statements formerly audited by Anderson.
10
<PAGE>
The Company believes, and has been advised by Anderson that it concurs with
such belief, that, for the period ended January 31, 1999 and the fiscal year
ended June 30, 1999, the Company and Anderson did not have any disagreement on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Anderson would have caused it to make reference in
connection with its report on the Company's financial statements to the subject
matter of the disagreement. The report of Anderson on the Company's financial
statements for the period ended January 31, 1999 and for the fiscal year ended
June 30, 1999 did not contain an adverse opinion or a disclaimer of opinion,
but did contain a qualification that the financial statements were prepared
under the assumption that the Company will continue as a going concern.
Anderson furnished the Company with a letter addressed to the Securities and
Exchange Commission stating that it agreed with the above statements. A copy of
the letter dated March 20, 2000 was filed on March 21, 2000, with the
Securities and Exchange Commission as an exhibit to the Company's Form 8-K
dated March 3, 2000.
Unless otherwise specified, the shares of common stock represented by the
proxies solicited hereby will be voted "FOR" the proposal to ratify the
selection of Christopher, Smith as the Company's auditors. Representatives of
Christopher, Smith are expected to be present at the meeting, will have an
opportunity to make a statement if they wish to do so, and will be available to
respond to appropriate questions.
The Board of Directors recommends you vote FOR ratification of the Board's
selection of Christopher, Smith as the Company's auditors for the fiscal year
ending June 30, 2000.
OTHER MATTERS
A copy of the proposed Amended and Restated Articles of Incorporation is
enclosed herewith as Appendix A. A copy of the Designations of Class A
Preferred Stock is also enclosed herewith as Appendix B.
The Board of Directors does not intend to bring any matters before the
Meeting other than as stated in this Proxy Statement and is not aware that any
other matters will be presented for action at the Meeting. Should any other
matters be properly presented, the person named in the enclosed form of Proxy
will vote the Proxy with respect thereto in accordance with their best
judgment, pursuant to the discretionary authority granted by the Proxy.
By Order of the Board of Directors,
/s/ Santu Rohatgi
SANTU ROHATGI
President
April 25, 2000
11
<PAGE>
Appendix A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
FOREFRONT CONCEPTS INC.
The undersigned hereby adopts as its chartering document these Amended and
Restated Articles of Incorporation.
ARTICLE I
The name of the corporation is "Forefront Concepts Inc.".
ARTICLE II
2.1. Authorized Capital.
The total number of shares that this corporation is authorized to issue is
200,000,000, consisting of 160,000,000 shares of Common Stock having a par
value of $0.001 per share and 40,000,000 shares of Preferred Stock having a par
value of $0.001 per share. The Common Stock is subject to the rights and
preferences of the Preferred Stock as set forth below.
2.2. Issuance of Preferred Stock by Class and in Series.
The Preferred Stock may be issued from time to time in one or more classes
and one or more series within such classes in any manner permitted by law and
the provisions of these Articles of Incorporation, as determined from time to
time by the Board of Directors and stated in the resolution or resolutions
providing for its issuance, prior to the issuance of any shares. The Board of
Directors shall have the authority to fix and determine and to amend the voting
powers, designations, preferences, limitations, restrictions and relative
rights of the shares (including, without limitation, such matters as dividends,
redemption, liquidation, conversion and voting) of any class or series that is
wholly unissued or to be established. Unless otherwise specifically provided in
the resolution establishing any class or series, the Board of Directors shall
further have the authority, after the issuance of shares of a class or series
whose number it has designated, to amend the resolution establishing such class
or series to decrease the number of shares of that class or series, but not
below the number of shares of such class or series then outstanding.
ARTICLE III
The purpose of this corporation is to engage in any business, trade or
activity that may lawfully be conducted by a corporation organized under the
law of the state of Nevada (hereinafter, "applicable corporate law") and to
engage in any and all such activities as are incidental or conducive to the
attainment of the foregoing purpose or purposes.
ARTICLE IV
Except as may be authorized pursuant to Section 2.2 of Article II, no
preemptive rights shall exist with respect to shares of stock or securities
convertible into shares of stock of this corporation.
A-1
<PAGE>
ARTICLE V
The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE VI
6.1. Number of Directors.
The Board of Directors shall be composed of not less than one nor more than
nine Directors. The specific number of Directors shall be set by resolution of
the Board of Directors or, if the Directors in office constitute fewer than a
quorum of the Board of Directors, by the affirmative vote of a majority of all
the Directors in office. The number of Directors of this corporation may be
increased or decreased from time to time in the manner provided herein, but no
decrease in the number of Directors shall have the effect of shortening the
term of any incumbent Director.
6.2. Classification of Directors.
The Directors shall be divided into three classes, with each class to be as
nearly equal in number as possible, as specified by resolution of the Board of
Directors or, if the Directors in office constitute fewer than a quorum of the
Board of Directors, by the affirmative vote of a majority of all the Directors
in office. The term of office of Directors of the first class shall expire at
the first annual meeting of shareholders after their election. The term of
office of Directors of the second class shall expire at the second annual
meeting after their election. The term of office of Directors of the third
class shall expire at the third annual meeting after their election. At each
annual meeting after such classification, a number of Directors equal to the
number of the class whose term expires at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting. Absent his or
her death, resignation or removal, a Director shall continue to serve despite
the expiration of the Director's term until his or her successor shall have
been elected and qualified or until there is a decrease in the number of
Directors.
6.3. Removal of Directors.
The shareholders may remove one or more Directors with or without cause, but
only at a special meeting called for the purpose of removing the Director or
Directors, and the meeting notice must state that the purpose, or one of the
purposes, of the meeting is removal of the Director or Directors.
6.4. Vacancies on Board of Directors.
If a vacancy occurs on the Board of Directors, including a vacancy resulting
from an increase in the number of Directors, the Board of Directors may fill
the vacancy, or, if the Directors in office constitute fewer than a quorum of
the Board of Directors, they may fill the vacancy by the affirmative vote of a
majority of all the Directors in office. The shareholders may fill a vacancy
only if there are no Directors in office.
ARTICLE VII
This corporation reserves the right to amend or repeal any of the provisions
contained in these Articles of Incorporation in any manner now or hereafter
permitted by the applicable corporate law, and the rights of the shareholders
of this corporation are granted subject to this reservation.
A-2
<PAGE>
ARTICLE VIII
The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws of this corporation, subject to the power of the shareholders to amend
or repeal such Bylaws. The shareholders shall also have the power to amend or
repeal the Bylaws of this corporation and to adopt new Bylaws.
ARTICLE IX
9.1. Shareholder Actions.
Subject to any limitations imposed by applicable securities laws, any action
required or permitted to be taken at a shareholders meeting may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
9.2. Number of Votes Necessary to Approve Actions.
Whenever applicable corporate law permits a corporation's articles of
incorporation to specify that a lesser number of shares than would otherwise be
required shall suffice to approve an action by shareholders, these Articles of
Incorporation hereby specify that the number of shares required to approve such
an action shall be such lesser number.
9.3. Special Meetings of Shareholders.
So long as this corporation is a public company, except as may be authorized
pursuant to Section 2.2 of Article II, special meetings of the shareholders of
the corporation for any purpose may be called at any time by the Board of
Directors or, if the Directors in office constitute fewer than a quorum of the
Board of Directors, by the affirmative vote of a majority of all the Directors
in office, but such special meetings may not be called by any other person or
persons.
9.4. Quorum for Meetings of Shareholders.
Except with respect to any greater requirement contained in these Articles
of Incorporation or the applicable corporate law, one-third of the votes
entitled to be cast on a matter by the holders of shares that, pursuant to the
Articles of Incorporation or the applicable corporate law, are entitled to vote
and be counted collectively upon such matter, represented in person or by
proxy, shall constitute a quorum of such shares at a meeting of shareholders.
ARTICLE X
To the full extent that applicable corporate law, as it exists on the date
hereof or may hereafter be amended, permits the limitation or elimination of
the personal liability of Directors, a Director of this corporation shall not
be liable to this corporation or its shareholders for monetary damages for
conduct as a Director. Any amendments to or repeal of this Article X shall not
adversely affect any right or protection of a Director of this corporation for
or with respect to any acts or omissions of such Director occurring prior to
such amendment or repeal.
A-3
<PAGE>
ARTICLE XI
11.1. Indemnification.
The corporation shall indemnify its directors to the full extent permitted
by applicable corporate law now or hereafter in force. However, such indemnity
shall not apply if the director did not (a) act in good faith and in a manner
the director reasonably believed to be in or not opposed to the best interests
of the corporation, and (b) with respect to any criminal action or proceeding,
have reasonable cause to believe the director's conduct was unlawful. The
corporation shall advance expenses for such persons pursuant to the terms set
forth in the Bylaws, or in a separate Board resolution or contract.
11.2. Authorization.
The Board of Directors may take such action as is necessary to carry out
these indemnification and expense advancement provisions. It is expressly
empowered to adopt, approve, and amend from time to time such Bylaws,
resolutions, contracts, or further indemnification and expense advancement
arrangements as may be permitted by law, implementing these provisions. Such
Bylaws, resolutions, contracts or further arrangements shall include but not be
limited to implementing the manner in which determinations as to any indemnity
or advancement of expenses shall be made. The Board of Directors shall have
further power to authorize the corporation to indemnify its officers, employees
or agents (whether serving the corporation directly or serving at its request)
to the full extent permitted by applicable corporate law now or hereafter in
force.
11.3. Insurance.
The corporation shall have the power, exercised by authority of the Board of
Directors, to purchase and maintain insurance on behalf of any person to whom
indemnity is provided under or through this Article XI to the full extent
permitted by applicable corporate law now or hereafter in force.
11.4. Effect of Amendment.
No amendment or repeal of this Article shall apply to or have any effect on
any right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal.
A-4
<PAGE>
Appendix B
DESIGNATIONS
OF CLASS A PREFERRED STOCK
OF
FOREFRONT CONCEPTS INC.
2.2.1. Class A Convertible Preferred Stock. The rights, preferences,
privileges and limitations granted to and imposed on the Class A Preferred
Stock of this corporation (the "Class A Stock"), are as set forth below in this
Section 2.2.1.
2.2.1.1. Dividends. Dividends shall be declared and set aside, out of funds
or assets of this corporation legally available therefor, for any shares of
Class A Stock only upon resolution of the Board of Directors; provided,
however:
(a) no dividend may be declared or paid on shares of Common Stock if the
net assets of this corporation after such event would be insufficient to
make the liquidation payment described in paragraph 2.2.1.2(a) on shares of
Class A Stock;
(b) if the Board of Directors declares a dividend payable upon shares of
Common Stock, the holders of shares of Class A Stock shall be entitled to
dividends per share of Class A Stock as would be declared payable on the
largest number of whole shares of Common Stock into which each share of
Class A Stock held by each holder thereof could be converted, based upon
the total number of shares that could be converted at any one time by such
holder thereof, not upon each share of Class A Stock that could be
converted (as of the record date for the determination of holders of shares
of Common Stock entitled to receive such dividend) pursuant to the
provisions of subsection 2.2.1.4 hereof;
(c) if the Board of Directors declares a dividend payable upon
securities of this corporation, other than Common Stock, payable in Common
Stock or securities of this corporation convertible into or otherwise
exchangeable for Common Stock, the holders of shares of Class A Stock shall
be entitled to receive, upon conversion of the Class A Stock, in addition
to the number of shares of Common Stock receivable thereon, the number of
shares of such securities distributed in as nearly an equivalent manner to
protect the rights of the holders of Class A Stock against dilution or
impairment; and
(d) if the Board of Directors declares a dividend payable in shares of
this corporation's capital stock or assets, then those shares of capital
stock or the assets calculated to be payable on shares of Class A Stock
shall not be distributed, but shall instead be reserved for issuance and/or
distribution upon conversion of Class A Stock. In the case of a dividend
payable in shares of Common Stock, the dividend shall be considered the
subject of an Extraordinary Common Stock Event (as defined in paragraph
2.2.1.4(d)), thus affecting the number of shares of Common Stock to be
received upon the conversion of the Class A Stock.
2.2.1.2. Liquidation, Dissolution or Winding Up.
(a) Treatment at Liquidation, Dissolution or Winding Up.
(i) In the event of any liquidation, dissolution or winding up of
this corporation, whether voluntary or involuntary, holders of each
share of Class A Stock shall be entitled to be paid before any sums
shall be paid or any assets distributed among the holders of shares of:
(A) Preferred Stock subordinate to (1) the Class A Stock and (2) all
other shares of Preferred Stock that shall participate pari passu with
the Class A Stock upon liquidation, or (B) Common Stock; out of the
assets of this corporation available for distribution to holders of
this corporation's stock of all classes, whether such assets are
capital, surplus or earnings, the sum of $0.85 per share of Class A
Stock (which amount shall be subject to equitable adjustment whenever
there shall occur after the final closing of the offering of Class A
Stock a stock split, combination, reclassification or other similar
event involving the Class A Stock).
B-1
<PAGE>
(ii) If the assets of this corporation are insufficient to permit
payment in full to the holders of shares of Class A Stock as provided
in this subsection 2.2.1.2 and payment in full to the holders of all
other shares of Preferred Stock that shall participate pari passu with
the Class A Stock upon liquidation, then the entire assets of this
corporation available for such distribution shall be distributed
ratably among the holders of shares of Class A Stock and all other
shares of Preferred Stock that shall participate pari passu with the
Class A Stock upon liquidation according to the respective amounts
which would be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to said shares
were paid in full.
(iii) After payment shall have been made in full to: (A) the holders
of shares of Class A Stock and all other shares of Preferred Stock that
shall participate pari passu with the Class A Stock upon liquidation,
and (B) the holders of all other shares of Preferred Stock (1)
subordinate to the Class A Stock and all other shares of Preferred
Stock that shall participate pari passu with the Class A Stock upon
liquidation (2) but prior to the Common Stock upon liquidation; or
funds necessary for such payments shall have been set aside by this
corporation in trust for the account of the holders of shares of all
such Preferred Stock, so as to be available for such payments, all
remaining assets available for distribution to stockholders shall be
distributed ratably solely among the holders of shares of Common Stock
to the exclusion of the holders of shares of such Preferred Stock.
(b) Treatment of Consolidations, Mergers and Sales of Assets.
(i) A consolidation or merger of this corporation into or with
another corporation (as a result of which the holders of more than 50%
of the shares of Common Stock receive cash, stock or other property in
exchange for their shares of such stock) or a sale of all or
substantially all of the assets of this corporation shall not be
regarded as a liquidation, dissolution or winding up of the affairs of
this corporation.
(ii) As part of any consolidation, merger or sale of assets referred
to in subparagraph 2.2.1.2(b)(i), provision shall be made so that the
holders of shares of Class A Stock shall thereafter be entitled to
receive upon conversion of the Class A Stock, the number of shares of
stock or other securities or property to which such holder would have
been entitled if such holder had converted its shares of Class A Stock
immediately prior to such consolidation, merger or sale of assets.
(c) Distributions Other Than Cash. Whenever the distribution provided
for in this subsection 2.2.1.2 shall be payable in property other than
cash, the value of such distribution shall be the fair market value of such
property as determined in good faith by the Board of Directors.
2.2.1.3. Voting Power.
(a) General Rule. Except as required by law and as provided by
paragraphs 2.2.1.3(b and c), (i) each holder of shares of Class A Stock
shall be entitled to vote on all matters and shall be entitled to that
number of votes equal to the largest number of whole shares of Common Stock
into which such holder's shares of Class A Stock could be converted under
subsection 2.2.1.4 hereof, based upon the total number of shares that could
be converted at any one time by such holder thereof, not upon each share of
Class A Stock that could be converted, at the record date for the
determination of stockholders entitled to vote on such matter or, if no
such record date is established, at the date such vote is taken or any
written consent of stockholders is solicited, and (ii) the holders of all
shares, Preferred and Common, shall vote together as one class on all
matter requiring a vote of stockholders according to the number of votes
assigned to them by the Certificate of Incorporation and the DGCL.
(b) Special Voting Powers. With regard to any vote in respect of the
following matters, the authorized Class A Stock shall be entitled, in the
aggregate, with relative voting powers among the holders of Class A Stock
apportioned according to their respective holdings, to cast votes equal to
51% of the votes necessary to authorize or take action in respect of such
matter at a meeting at which all shares
B-2
<PAGE>
entitled to vote thereon were present and voted, with the voting rights of
all other classes of stock (whether preferred or common and whether
currently existing or to be created) being entitled, in the aggregate, to
cast votes equal to 49% of the votes necessary to authorize or take action
in respect of such matter at a meeting at which all shares entitled to vote
thereon were present and voted:
(i) Directors. Any election of directors or proposal to remove a
director; or
(ii) Amendment of Articles of Incorporation or Bylaws. Any amendment
or repeal of the Articles of Incorporation or Bylaws, including any
such action which prohibits the Board of Directors from reconsidering
any amendment or repeal of the Bylaws.
2.2.1.4. Conversion Rights. The holders of shares of Class A Stock shall
have the following rights with respect to the conversion of shares of Class A
Stock into shares of Common Stock:
(a) General.
(i) Voluntary Conversion. Any share of Class A Stock may, at the
option of the holder, be converted at any time into such number of
fully paid and nonassessable shares of Common Stock as are equal to the
product obtained by multiplying the Applicable Class A Conversion Rate
(determined under paragraph 2.2.1.4(b)) by the number of shares of
Class A Stock being converted.
(ii) Mandatory Conversion. (A) Upon the closing of a Public
Distribution (as defined below), all outstanding shares of Class A
Stock shall be converted automatically into the number of shares of
Common Stock into which such shares of Class A Stock are convertible
pursuant to subparagraph 2.2.1.4(a)(i) hereof, without any further
action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to this
corporation or its transfer agent for Common Stock. For these purposes,
a "Public Distribution" means a firmly underwritten public offering by
this corporation of shares of Common Stock, registered under the
Securities Act of 1933, in which the aggregate offering proceeds paid
for such shares by the public is at least $10 million (before payment
of underwriters' discounts and commissions). (B) All outstanding shares
of Class A Stock shall also be converted automatically into the number
of shares of Common Stock into which such shares of Class A Stock are
convertible pursuant to subparagraph 2.2.1.4(a)(i) hereof, without any
further action of the holders of such shares and whether or not the
certificates representing such shares are surrendered to this
corporation or its transfer agent for Common Stock, on the date that
holders of a majority of the shares of Class A Stock then outstanding
deliver to this corporation their written consent to have their Class A
Stock converted into shares of Common Stock.
(b) Applicable Class A Conversion Rate. The conversion rate in effect at
any time (the "Applicable Class A Conversion Rate") shall be the quotient
obtained by dividing $0.85 by the Applicable Class A Conversion Value,
calculated as provided in paragraph 2.2.1.4(c) and subsection 2.2.1.6.
(c) Applicable Class A Conversion Value. The "Applicable Class A
Conversion Value" in effect from time to time, except as adjusted in
accordance with paragraph 2.2.1.4(d) or subsection 2.2.1.6 hereof, shall be
$0.85.
(d) Adjustments to Applicable Class A Conversion Value Upon
Extraordinary Common Stock Event. Upon the happening of an Extraordinary
Common Stock Event (as defined below) after the final closing of the
offering of Class A Stock, the Applicable Class A Conversion Value shall,
simultaneously with the happening of such Extraordinary Common Stock Event,
be adjusted by multiplying the then effective Applicable Class A Conversion
Value by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding immediately prior to such Extraordinary Common
Stock Event and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such Extraordinary Common Stock
Event, and the product so obtained shall thereafter be the Applicable Class
A Conversion Value. The Applicable Class A Conversion Value, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive Extraordinary Common Stock Event or Events.
B-3
<PAGE>
"Extraordinary Common Stock Event" shall mean (i) the issue of additional
shares of Common Stock as a dividend or other distribution on outstanding stock
of this corporation, (ii) a subdivision of outstanding shares of Common Stock
into a greater number of shares of Common Stock, or (iii) a combination of
outstanding shares of Common Stock into a smaller number of shares of Common
Stock.
(e) Capital Reorganization or Reclassification. If the shares of Common
Stock issuable upon the conversion of shares of Class A Stock shall be
changed into the same or a different number of shares of any class or
classes of stock whether by capital reorganization, reclassification or
otherwise (other than a subdivision or combination of shares or stock
dividend provided for elsewhere in this subsection 2.2.1.4), then and in
each such event the holder of each share of Class A Stock shall have the
right thereafter to convert such share into the kind and amount of shares
of stock and other securities and property receivable upon such
reorganization, reclassification or other change by holders of the number
of shares of Common Stock into which such share of Class A Stock might have
been converted immediately prior to such reorganization, reclassification
or change, all subject to further adjustment as provided herein.
(f) Certificate as to Adjustments; Notice by Corporation. In each case
of an adjustment or readjustment of the Applicable Class A Conversion Rate
after the final closing of the offering of Class A Stock, this corporation,
at its expense, will furnish each holder of shares of Class A Stock with a
certificate, prepared by its President or Chief Financial Officer, showing
such adjustment or readjustment, and stating in detail the facts upon which
such adjustment or readjustment is based.
(g) Exercise of Conversion Privilege. To exercise its conversion
privilege, a holder of shares of Class A Stock shall surrender the
certificate or certificates representing the shares being converted to this
corporation at its principal office, and shall give written notice to this
corporation at that office that such holder elects to convert such shares.
Such notice shall also state the name or names (with address or addresses)
in which the certificate or certificates for shares of Common Stock
issuable upon such conversion shall be issued. The certificate or
certificates for shares of Class A Stock surrendered for conversion shall
be accompanied by proper assignment thereof to this corporation or in
blank. The date when such written notice is received by this corporation,
together with the certificate or certificates representing the shares of
Class A Stock being converted, shall be the "Class A Conversion Date". As
promptly as practicable after the Class A Conversion Date, this corporation
shall issue and shall deliver to the holder of shares of Class A Stock
being converted, or to such other person as such holder may request in
writing, such certificate or certificates as it may request for the number
of whole shares of Common Stock issuable upon the conversion of such shares
of Class A Stock in accordance with the provisions of this subsection
2.2.1.4, such number of whole shares shall be based upon the total number
of shares being converted by such holder, not upon each share of Class A
Stock being converted, cash in the amount of all accrued and unpaid
dividends on such shares of Class A Stock, whether or not earned or
declared, up to and including the Class A Conversion Date, and cash, as
provided in paragraph 2.2.1.4(h), in respect of any fraction of a share of
Common Stock issuable upon such conversion. Such conversion shall be deemed
to have been effected immediately prior to the close of business on the
Class A Conversion Date, and at such time the rights of the holder as
holder of the converted shares of Class A Stock shall cease and the person
or persons in whose name or names any certificate or certificates for
shares of Common Stock shall be issuable upon such conversion shall be
deemed to have become the holder or holders of record of the shares of
Common Stock represented thereby.
(h) Cash in Lieu of Fractional Shares. No fractional shares of Common
Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Class A Stock. Instead of any fractional shares of
Common Stock which would otherwise be issuable upon conversion of shares of
Class A Stock, this corporation shall pay to the holder of shares of Class
A Stock which were converted a cash adjustment in respect of such
fractional shares in an amount equal to the same fraction of the market
price per share of Common Stock (as determined in a reasonable manner
prescribed by the Board of Directors) at the close of business on the Class
A Conversion Date. The determination as to whether or not any fractional
shares are issuable shall be based upon the total number of shares of Class
A Stock being converted at any one time by any holder thereof, not upon
each share of Class A Stock being converted.
B-4
<PAGE>
(i) Partial Conversion. In the event some but not all of the shares of
Class A Stock represented by a certificate or certificates surrendered by a
holder are converted, this corporation shall execute and deliver to the
holder or to such other person as the holder may request in writing, at the
expense of this corporation, a new certificate representing the number of
shares of Class A Stock which were not converted.
(j) Reservation of Common Stock. This corporation shall at all times
reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of the
shares of Class A Stock, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of Class A Stock, and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the
conversion of all then outstanding shares of Class A Stock, this
corporation shall take such corporate action as may be necessary to
increase its authorized but unissued shares of Common Stock to such number
of shares as shall be sufficient for such purpose.
2.2.1.5. Redemption. The Class A Stock shall not be redeemable by this
corporation.
2.2.1.6. Notice. The holders of Class A Stock will be entitled to receive a
notice at least twenty days prior to the date specified therein indicating (a)
the record date for the purpose of determining the holders of any class of
securities entitled to receive any dividends or other distribution or (b) the
date on which any reorganization of this corporation or reclassification of its
capital stock is expected to become effective.
2.2.1.7. Protective Provision. No class of stock, whether common or
preferred, shall be created, and no amendment to or repeal of the Articles of
Incorporation or Bylaws shall be passed, which dilutes or undermines the voting
powers, designations, preferences, limitations, restrictions and relative
rights of the Class A Stock, without, in any such case, the consent of the
holders of a majority of the outstanding shares of Class A Stock.
2.2.1.8. Integration with Articles of Incorporation. This Designation of
Class A Preferred Stock has been adopted pursuant to and is an integral part of
this corporation's Articles of Incorporation. Capitalized terms not defined
herein shall have the meaning given them elsewhere in the Articles of
Incorporation of this corporation.
B-5
<PAGE>
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ANYOX RESOURCES INC.
SPECIAL MEETING OF STOCKHOLDERS - JUNE 5, 2000
The undersigned stockholder of ANYOX RESOURCES INC., a Nevada corporation, (the
"Company") hereby acknowledges receipt of the Notice of Special Meeting of
Stockholders and Proxy Statement, each dated April 20, 2000, and hereby appoints
Santu Rohatgi or Edward Bertha, or either of them, as proxies and attorneys-in-
fact with full power to each of substitution, on behalf and in the name of the
undersigned, to represent the undersigned at the Special Meeting of Stockholders
of Anyox Resources Inc. to be held on June 5, 2000, at adjournment(s) or
postponement(s) thereof, or in connection with any consent executed, and to vote
all shares of Common Stock that the undersigned would be entitled to vote if
then and there personally present, on the matters set forth below:
Proposal No. 1 - Adoption of Amended & Restated Articles of Incorporation
[_] For [_] Against [_] Abstain
Proposal No. 2 - Ratification of Christopher, Smith, Leonard, Bristow, Stanell &
Wells, P.A. as the Company's auditors for the fiscal year ending June 30, 2000
[_] For [_] Against [_] Abstain
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
NOTE: This Proxy should be marked, dated signed by the stockholder(s) exactly as
his or her name appears hereon, and returned in the enclosed envelope.
THIS PROXY WILL BE VOTED AS DIRECTED AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY POSTPONEMENT(S) OR
ADJOURNMENTS(S) THEREOF, IF NO CONTRARY OBJECTION IS INDICATED, THIS PROXY WILL
BE VOTED FOR THE ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
AND THE RATIFICATION OF THE AUDITORS SELECTED BY THE BOARD.
DATED: ______________________________________, 2000.
___________________________________________________
Print name(s) exactly as shown on Stock Certificate
___________________________________________________
(Signature)
___________________________________________________
(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person. THIS PROXY
WILL BE VOTED FOR THE PROPOSALS IF NO SPECIFICATION IS MADE.
