SCHEDULE 14A
(RULE 13a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
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 Rule 14a-11(c) or Rule 14a-12
Anything Internet Corporation
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14-a6(i)(1) 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:
- ------------------------------------------------------------------------------
<PAGE>
[ ] Fee paid previously with 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 Statement No.:
- ------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
ANYTHING INTERNET CORPORATION
Notice of Annual Meeting of Stockholders
to be held October 29, 1999
Colorado Springs, CO
October 7, 1999
PLEASE TAKE NOTICE that the Annual Meeting of the Stockholders of Anything
Internet Corporation will be held on October 29, 1999 at the Company's offices
located at 3020 North El Paso, Ste. 103, Colorado Springs, Colorado (Phone:
719-227-1903). The meeting will convene at 10:00AM Mountain Daylight Time for
the following purposes:
(1) For the election of directors;
(2) To ratify the selection of Ronald R. Chadwick, P.C., CPA as
independent auditor for fiscal 1999; and
(3) For the transaction of such other business as may properly come
before this meeting.
The transfer books of the Company will not be closed, but only stockholders of
record at the close of business on October 13, 1999 will be entitled to vote at
the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTENT THE MEETING IN PERSON. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND DATE THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELEOPE TO ASSURE
YOUR REPRESENTATION AT THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR
TO ITS EXERCISE BY GIVING NOTICE OT THE COMPANY OR BY ATTENDING THE MEETING AND
VOTING IN PERSON. YOUR VOTE IS IMPORTANT.
Cameron B. Yost
Secretary
<PAGE>
PROXY STATEMENT
ANYTHING INTERNET CORPORATION
3020 North El Paso, Ste. 102
Colorado Springs, Colorado 80907
(719) 227-1903
The following information is furnished to stockholders of Anything Internet
Corporation (the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies to be used at the Annual Meeting (the
"Meeting") of Stockholders to be held on October 29, 1999 and at any adjournment
thereof. All properly executed proxies will be voted in accordance with the
instructions contained thereon, and if no choice is specified, the proxies will
be voted for the election of all the directors named and in favor of each
proposal set forth in the Notice of Meeting.
Any Anything Internet stockholder has the power to revoke his Proxy before its
exercise at the Meeting or any adjournment thereof by: (1) giving written notice
of revocation to the Secretary of the Company, Cameron B. Yost, 3020 North El
Paso, Ste. 103, Colorado Springs, CO 80907, prior to the Meeting; (2) giving
written notice of revocation to the Secretary at the Meeting; or (3) signing and
delivering a Proxy bearing a later date. However, the mere presence at the
Meeting of a stockholder who has executed and delivered a valid Proxy will not
revoke such a Proxy.
There are no dissenters' rights of appraisal. Neither the By-laws nor corporate
law of the Company's state of Incorporation call for any dissenters' rights of
appraisal.
This proxy statement will be transmitted to stockholders on or about October 15,
1999.
VOTING
The voting securities of the Company consist of shares of its Class A common
stock, no par value (the "Common Stock"). Holders of record of the Common Stock
at the close of business on October 13, 1999 will be entitled to vote at the
Meeting. Each share of Common Stock entitles its owner to one vote. Cumulative
voting is not allowed. The number of shares outstanding of the Common Stock at
the close of business on October 6, 1999 was 3,080,400.
The holders of record of 50.1% of the outstanding shares of the Common Stock
will constitute a quorum for the transaction of business at the Meeting, but if
a quorum should not be present, the Meeting may adjourn from time to time until
a quorum is obtained.
A majority of the shares represented and entitled to vote at the meeting are
required for an affirmative vote. An abstained vote will be counted in
determining a quorum, but will not be counted as a vote either for or against
the issue.
ELECTION OF DIRECTORS
At the Meeting, four directors are to be elected who shall hold office until the
next following Annual Meeting of Stockholders or until their successors are duly
elected and qualified. In the absence of instructions to the contrary, it is
the intention of the persons named in the enclosed form of proxy to vote such
proxy for the election of the nominees named below. If any of the nominees
named below are unable or unwilling to serve as a director (an event which the
Company does not anticipate), the persons designated as proxies will vote for
the remaining nominees and for such other persons as they may select. The
nominees for the four (4) directorships, all of whom presently serve as
directors, are set out below:
<TABLE>
<CAPTION>
Name Age Position
- ----------------- --- -----------------------------------------------
<S> <C> <C>
J. Scott Sitra 27 President, Chief Executive Officer and Director
Robert C. Schick 35 Chief Technology Officer and Director
Alfred W. Delisle 34 Business Development Manager and
Director
Cameron B. Yost 45 Secretary, Treasurer and Director
</TABLE>
The Board of Directors of the Company is comprised of only one class of
director. Each director is elected to hold office until the next annual meeting
of shareholders and until his successor has been elected and qualified.
Officers are elected annually by the Board of Directors and hold office until
successors are duly elected and qualified. The following is a brief account of
the business experience of each director and executive officer of the Company.
There is no family relationship between any Director or Executive Officer of the
Company.
J. SCOTT SITRA, President, Chief Executive Officer and Director is also the
Chairman of AnythingPC Internet Corporation and is the Chairman and Chief
Executive Officer of Anything Coffee Corporation, concurrently is the President
and Chief Executive Officer of Sitra Enterprises, Inc., a privately held
international management and financial consulting firm specializing in assisting
emerging, high-growth companies evolve from the developmental stage into
profitable operating entities. Sitra Enterprises has actively participated in
the successful growth and development of several private and public companies.
Mr. Sitra has participated as a principal and executive officer in several
successful start-up and turn-around ventures, and has extensive experience
working directly with the investment community. Mr. Sitra has been a Director
since October 1998 and held his other positions since April 1999.
ROBERT C. SCHICK, Chief Technology Officer, Director is also the President,
Chief Executive Officer and Director of AnythingPC Internet Corporation and is
the President and Director of Anything Coffee Corporation, co-founded the
Company in August 1997. Mr. Schick has over 14 years experience with the
computer industry ranging from a computer operator in the U.S. Army to an Apple
Products Manager at Tech Data Corporation where he was responsible for over $50+
million dollars a year in revenue; he was also responsible for marketing to
Apple's internal sales force as well their 35,000+ resellers. Prior to joining
the Company, Mr. Schick was the Southeast Accounts Manager for Bendata, Inc., a
software company offering help-desk solutions to corporate MIS departments at
Fortune 1000 companies, manufacturers and educational and financial
institutions. Before joining Bendata in 1996, Mr. Schick worked at Tech Data, a
wholesale electronics distributor, where he was responsible for working with
Fortune 1000 companies, negotiating vendor contracts, and overseeing purchasing
to maintain an efficient inventory matrix. Throughout his tenure at Tech Data
Mr. Schick continually exceed all of his sales and performance quotas. Mr.
Schick was President of the Company from August 1997 to April 1999 when he moved
into his current positions; he has always been a Director of the Company.
ALFRED W. DELISLE, Business Development Manager and Director is also a
Director of AnythingPC Internet Corporation and is a Director of Anything Coffee
Corporation, co-founded the Company in August 1997. Mr. Delisle has over 14
years of experience in the hardware and software industry and more than eight
years of experience in wholesale distribution with Tech Data Corporation, the
world's second largest distributor of personal computers, peripherals, software
and related components, where he has held a variety of positions within their
high-volume sales division. Prior to working for Tech Data, Mr. Delisle was
employed by Boston Micro, a reseller specializing in establishing channel sales
relationships between U.S. manufacturers and distributors in Western Europe.
Mr. Delisle left his position at Tech Data in December 1998 to focus his full
attentions to his duties at the Company. Mr. Delisle has held his positions
with the Company since August 1997 and with AnythingPC Internet Corporation
since April 1999.
CAMERON B. YOST, Secretary, Treasurer and a Director is also a Director of
AnythingPC Internet Corporation and is a Director of Anything Coffee
Corporation, is concurrently the President and Chief Executive Officer of Banyan
Corporation, a publicly traded corporation. Banyan designs, manufactures and
markets accessory products for personal computers with a focus on notebook
computers; Banyan also retains a significant equity position in the Company.
See "Principal Shareholders". Prior to joining Banyan in 1995, Mr. Yost worked
at Vornado Air Circulation Systems as a co-founder and vice president where he
helped generate $2.8 million and $5.7 million in sales during the first and
second years of operation, respectively. Prior to Vornado, Mr. Yost materially
participated as a principal and executive officer in other successful start-up
and turnaround ventures. Mr. Yost has held his positions with the Company since
October 1998 and with AnythingPC Internet Corporation since April 1999. Mr.
Yost is currently under indictment in the U.S. District Court for the Southern
District of New York for conspiracy to commit securities fraud, mail fraud and
commercial bribery in connection with the common stock of Banyan Corporation.
Mr. Yost has been, and plans on continuing to, vigorously deny any and all
charges brought against him.
VOTE REQUIRED AND RECOMMENDED OF THE BOARD
An affirmative vote of the holders of a majority of the issued and outstanding
shares of Common Stock is necessary for the election of directors.
The Board of Directors recommends a vote for the above named directors to be
elected as directors to hold office until the next Annual Meeting or until their
successor is duly elected and qualified.
BOARD AND COMMITTEE MEETINGS
During the fiscal year ending June 30, 1999 the Company held six director
meetings. Subsequent to the end of the fiscal year ending June 30, 1999 the
Company has held one meeting prior to October 6, 1999.
The Company established a compensation committee on September 28, 1998 which
consists of Alfred W. Delisle and J. Scott Sitra. The Compensation Committee is
responsible for setting the annual and long-term performance goals for the Chief
Executive Officer, evaluating his performance against these goals, and
recommending his salary, bonus and long-term incentives. The Compensation
Committee reviews the performance of all of the other executive officers of the
Company and recommends to the Board the amount and form of all compensation of
executive officers of the Company. The Compensation Committee held only meeting
in the fiscal year ending June 30, 1999. J. Scott Sitra, President and Chief
Executive Officer of the Company, does not participate in evaluating his own
performance.
No committee meetings were held since the end of the fiscal year ending June 30,
1999 and prior to October 6, 1999.
MANAGEMENT
All of the Company's executive officers serve a term of one year or until their
successors are elected or appointed and qualified. The following table sets
forth certain information with respect to the executive officers of the Company:
<TABLE>
<CAPTION>
Name Age Position
- ----------------- --- -----------------------------------------------
<S> <C> <C>
J. Scott Sitra 27 President, Chief Executive Officer and Director
Robert C. Schick 35 Chief Technology Officer and Director
Alfred W. Delisle 34 Business Development Manager and
Director
Cameron B. Yost 45 Secretary, Treasurer and Director
</TABLE>
See Election of Directors for biographical information on J. Scott Sitra, Robert
C. Schick, Alfred W. Delisle and Cameron B. Yost.
COMPENSATION
The following table shows the annual compensation for the officers of Anything
Internet Corporation:
<TABLE>
<CAPTION>
Annual Compensation Awards Payouts
--------------------------- -------------------------- -------
All
Other Securities Other
Name and Annual Restricted Underlying LTIP Compen-
Principal Salary Bonus compen- Stock Options/SAR Payouts sation
Position Year ($) ($) sation ($) Award(s) ($) (#) ($) ($)
- ----------------- ---- ------- ------ ---------- ------------ ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Scott Sitra
President,
CEO and
Director 1999 -0- 5,000 (1) 100,000
1998 -0- 200
Robert C. Schick
Chief
Technology
Officer and
Director
1999 30,887 5,000 (2) 205,000
1998 -0- 200 (2) 205,000
Alfred W. Delisle
Business
Development
Manager and
Director
1999 11,457 5,000 (2) 110,000
1998 -0- 200 (2) 110,000
Cameron B. Yost
Secretary,
Treasurer
And Director
1999 -0- 5,000
1998 -0- 200
<FN>
(1) Currently fully vested, exercisable into common stock: 50,000 at $40 a share, 25,000 at $75
a share and 25,000 at $100 a share. The options expire on April 1, 2002.
(2) Currently fully vested, exercisable into common stock at $1.00 a share, and expire on
February 29, 2000.
</TABLE>
All compensation and other arrangements between the Company and its officers and
directors are to be approved by the Compensation Committee. Directors are
compensated $5,000 annually, either in the form or cash and/or stock, and
reimbursed for reasonable out-of-pocket travel and related expenses.
COMPENSATION COMMITTEE REPORT
No employment contracts are currently outstanding as of this date.
FIVE YEAR PERFORMANCE GRAPH
The Company was privately held and operated until its public debut on the OTC
Bulletin Board on July 15, 1999 at a $4 bid price. Because there was no prior
market for its Common Stock, a comparison to the Nasdaq Stock Market or Nasdaq
Non-Financial Stock would not be representative of the Company. The bid price
of the Company's stock as reported by the OTC Bulletin Board on October 6, 1999
was $2.81. The trading symbol for the Company's Common Stock is ANYI.
OWNERSHIP OF SHARES
The following table sets forth certain information known to the Company
regarding the beneficial ownership of common stock as of October 6, 1999, by (i)
each Director of the Company, (ii) each executive officer of the Company, (iii)
all directors and executive officers as a group, and (iv) each person known to
the Company to be the beneficial owner of more than 5% of its outstanding shares
of common stock. Percentage of ownership is based on 3,080,400 shares of common
stock issued and outstanding as of October 6, 1999.
<PAGE>
<TABLE>
<CAPTION>
Shares Percent of
Directors and Executive Officers Owned (1) Class (2)
- ------------------------------------------------------------------- ------------ -----------
<S> <C> <C>
J. Scott Sitra
3020 North El Paso, Ste. 103
Colorado Springs, CO 80907 (3) 10,000 0.3%
Robert C. Schick
3020 North El Paso, Ste. 103
Colorado Springs, CO 80907 (4) 216,897 7.0%
Alfred W. Delisle
4525 S. Renellie Dr.
Tampa, FL 33611-2124 (5) 120,959 3.9%
Cameron B. Yost
4740 Forge Rd., Bldg. 112
Colorado Springs, CO 80907 38,880 1.3%
All current directors and executive officers as a group (4 persons)
(6) 386,736 12.6%
Five Percent Shareholders
- -------------------------
Raymond D. Schick and
Alice F. Schick 126,090 4.1%
Banyan Corporation
4740 Forge Rd., Bldg. 112
Colorado Springs, CO 80907 800,027 26.0%
- ------------------------------
<FN>
* Less than 1%
(1) Beneficial ownership is determined in accordance with the 13d-3 of the Securities
Exchange Act of 1934. 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 of this
report, but not included in the table above. Those shares are not deemed outstanding for the
purpose of computing the percentage ownership of any other person.
(2) Based on 3,080,400 shares issued and outstanding as of October 6, 1999.
(3) Does not include 100,000 vested options expiring on April 1, 2002. 50,000 options
exercisable at $40 a share, 25,000 options exercisable at $75 a share, and 25,000 options
exercisable at $100 a share.
(4) Does not include 205,000 vested options expiring on February 29, 2000. All options
are exercisable at $1 a share.
(5) Does not include 110,000 vested options expiring on February 29, 2000. All options
are exercisable at $1 a share.
(6) Does not include 415,000 vested options having exercisable prices ranging from $1 to
$100 a share.
</TABLE>
<PAGE>
RATIFICATION OF THE SELECTION OF AUDITORS
The Board of Directors recommends that the stockholders ratify the selection of
Ronald R. Chadwick, P.C., CPA of Aurora, Colorado to auditors for the Company
for 1998 and 1999.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The affirmative votes of the holders of a majority of the issued and outstanding
shares of Common Stock is necessary for the ratification of the selection of
accountants. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THIS
PROPOSAL.
FINANCIAL STATEMENTS
Financial statements are included in this Proxy Statement as they are deemed
necessary for the exercise of prudent judgement by the stockholders with respect
to any proposal to be submitted at this Meeting. The SEC Form 10-KSB of the
Company for the year ended June 30, 1999, including audited financial statements
accompany this Proxy Statement, and are deemed to be a part of the proxy
soliciting material.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. However, if other matters should come before the Meeting, it is
the intention of each person named in the proxy to vote such proxy in accordance
with his judgement on such matters.
STOCKHOLDERS PROPOSALS
Any interested stockholder may submit a proposal concerning the Company to be
considered by the Board of Directors of the Company for inclusion in the proxy
statement and form of proxy relating to next year's Annual Meeting of the
Stockholders. In order for any proposal to be so considered by the Board for
inclusion in the proxy statement, all proposals must be in writing in proper
form and received by the Company on or before September 1, 2000. Any
stockholder so interested may do so by submitting such proposal to: Anything
Internet Corporation, 3020 North El Paso, Ste. 103, Colorado Springs, Colorado
80907.
<PAGE>
PROXY SOLICITATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. THE
SOLICITATION WILL BE BY MAIL.
The entire expense of preparing, assembling, printing and mailing the proxy form
and the material used in the solicitation of proxies will be paid by the
Company. The Company will request banks and brokers to solicit their customers
who beneficially own the Company's Common Stock listed in the names of nominees
and will reimburse said banks and brokers for any reasonable out-of-pocket
expenses of such solicitation. In addition to the use of the mails,
solicitation may be made by the employees of the Company by telephone,
telegraph, cable and personal interview. The Company does not expect to pay any
compensation to such persons, other than their regular compensation, for their
services in the solicitation of the proxies.
BY ORDER OF THE BOARD OF DIRECTORS
J. Scott Sitra
President and Chief Executive Officer
Colorado Springs, Colorado
October 7, 1999
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY, STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO DATE,
SIGN AND MAIL THE ACCOMPANYING PROXY TO THE FOLLOWING ADDRESS.
<PAGE>
PROXY
ANYTHING INTERNET CORPORATION
3020 North El Paso, Ste. 103
Colorado Springs, Colorado 80907
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF ANYTHING INTERNET
CORPORATION.
The undersigned hereby appoints J. Scott Sitra, Robert C. Schick, Alfred W.
Delisle and Cameron B. Yost, or any of them (with full power to act along and to
designate substitutes), proxies of the undersigned, with authority to vote and
act with respect to all shares of the Common Stock of Anything Internet
Corporation that the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders to be held on October 29, 1999 at 10:00AM
Mountain Daylight Time at the Company's offices located at 3020 North El Paso,
Ste. 103, Colorado Springs, Colorado 80907 and at any adjournment thereof, upon
the matters noted below and upon any other matters that may properly come before
the Meeting or any adjournment thereof. Said proxies are directed to vote as
checked below upon the following matters, and otherwise in their discretion. An
abstained vote will be counted in determining a quorum, but will not be counted
as a vote either for or against the issues.
(1) To elect directors, the following nominees: J. Scott Sitra, Robert C.
Schick, Alfred W. Delisle and Cameron B. Yost.
( ) For all of the foregoing nominees
( ) WITHHOLD AUTHORITY to vote for all of the foregoing nominees
( ) ABSTAIN
NOTE: TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THAT NOMINEE'S NAME. UNLESS AUTHORITY TO VOTE FOR ALL OF THE FOREGOING NOMINEES
IS WITHHELD, THIS PROXY WILL BE DEEMED TO CONFER AUTHORITY TO VOTE FOR EACH
NOMINEE WHOSE NAME IS NOT STRUCK.
(2) To ratify the selection of Ronald R. Chadwick, P.C., CPA as the
independent auditor for 1998 and 1999.
( ) Vote FOR
( ) Vote AGAINST
( ) ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IN THE ABSENCE OF SPECIFIC DIRECTIONS, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS NAMED AND FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS. If any further
business is transacted at the Meeting, this Proxy will be voted in accordance
with the best judgment of the proxies. The Board of Directors recommends a vote
FOR each of the listed propositions. This Proxy may be revoked prior to its
exercise.
Note: Please sign exactly as name(s) appear on the stock certificate. An
attorney, executor, administrator, trustee or guardian or other fiduciary should
sign as such. ALL JOINT OWNERS MUST SIGN.
Dated: _________________________ ________________________________________
Signature of Stockholder(s)
________________________________________
Signature of Stockholder(s)
<PAGE>
