SCHEDULE 14(A) INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting material pursuant to (S) 240.14a-11(c) or (S) 240.1
Anything Internet Corporation
------------------------------------------
(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
[_] 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.
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[_] 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: _________________________________________________________
4) Date filed: ____________________________________________________________
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ANYTHING INTERNET CORPORATION
10333 E. Dry Creek Road Suite 270
Englewood, CO 80112
October 30th, 2000
To our stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
Anything Internet Corporation (the "Company"). The Annual Meeting will be held
On Tuesday, November 14th, 2000, at 10:00am in the Anything Internet
Corporation's office, located at 10333 E Dry Creek Road, Suite 270, Englewood,
CO.
The actions expected to be taken at the Annual Meeting are described in detail
in the attached Proxy Statement and Notice of Annual Meeting of Stockholders.
Included with the Proxy Statement is a copy of the Company's Annual Report on
Form 10-K for fiscal year 1999 and information on the company's products and
customers. We encourage you to read all information enclosed. It includes
information on the Company's operations, markets, products and services, as well
as the Company's audited financial statements.
Please use this opportunity to take part in the affairs of the Company by voting
on the business to come before this meeting. Whether or not you plan to attend
the meeting, please complete, sign, date and return the accompanying proxy in
the enclosed envelope. Returning the proxy does not deprive you of your right
to attend the meeting and to vote your shares in person for the matters acted
upon at the meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Larry G. Arnold
Larry G. Arnold
Chairman of the Board and Chief Executive Officer
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ANYTHING INTERNET CORPORATION
10333 E Dry Creek Road, Suite 270
Englewood, CO 80112
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held November 14th, 2000
To our stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
Anything Internet Corporation (the Company). The Annual Meeting will be held on
November 14th, 2000 at the Company's office located at 10333 E Dry Creek Road
Suite 270 Englewood, CO 80112(Phone: 303-662-0900). The meeting will convene at
10:00AM Mountain Daylight Time for the following purposes:
(1) For the election of directors;
(2) To ratify change of corporate name from Anything Internet Corporation
to Inform Worldwide Holdings, Inc.
(3) To ratify the Year 2000 Long-Term Equity Plan;
(4) To ratify the selection of Ehrhardt Keefe Steiner & Hottman P.C.
as independent auditor for fiscal 2000 and 2001;
(5) 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 September 29, 2000 will be entitled to vote
at the meeting.
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 BY
NOVEMBER 13TH, 2000 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.
By Order of the Board of Directors,
/s/ Mitzi Q. Mitchell
Mitzi Q. Mitchell
Controller, Assistant Secretary
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<PAGE>
PROXY STATEMENT
OCTOBER 30TH, 2000
ANYTHING INTERNET CORPORATION
10333 E. Dry Creek Road Suite 270
Englewood, Colorado 80112
(303) 662-0900
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 November 14th, 2000 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.
VOTING RIGHTS
The voting securities of the Company consist of shares of its Class A common
stock and Class A preferred stock, no par value (the "Common Stock"). Holders of
record of the Common Stock and the Preferred Stock at the close of business on
September 29, 2000 will be entitled to vote at the Meeting. Each share of Common
Stock entitles its owner to one vote in any voting matters. Each share of
preferred stock entitles its owner to two votes in any voting matters.
Cumulative voting is not allowed. The number of shares outstanding of the Common
Stock and Preferred Stock at the close of business on September 29, 2000 was
6,108,802 and 1,106,154 respectively.
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.
PROXY SOLICITATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. THE
SOLICITATION WILL BE BY MAIL.
Any person signing a proxy in the form accompanying this Proxy Statement, voting
by telephone or the Internet has the power to revoke it either before the
meeting at which the matter voted by proxy is acted upon or at the meeting
before the vote on the matter. A proxy may be revoked by a later proxy that is
signed by the person who signed the earlier proxy and presented at the meeting
or by attendance at the meeting and voting in person. A written notice of
revocation should be delivered to the Assistant Secretary of the Company, Mitzi
Qin Mitchell, 10333 E. Dry Creek Road, Suite 270 Englewood, CO 80112. However,
the mere presence at the Meeting of a stockholder who has executed and delivered
a valid Proxy will not revoke such a Proxy.
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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
30th, 2000.
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.
PROPOSAL I
ELECTION OF DIRECTORS
At the Meeting, six 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. Proxies can not be voted for a greater number of persons
than the number of nominees named. Shares represented by the accompanying proxy
will be voted for the election of the six nominees recommended by the Board of
Directors, unless the proxy is marked in such a manner as to withhold authority
to vote or as to vote for one or more alternate candidates. 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 Company is not aware of any nominee who will be unable to or for good cause
will not serve as a director.
DIRECTORS
The nominees for the six (6) directorships, two of whom presently serve as
directors, are set out below:
Name Age Position Since
----------- --- ---------------- -----------
Larry G. Arnold 56 Chairman of the Board March 2000
Edgar P. Odenwalder III 44 Director September 2000
John Herbers 47 Nominated Director
Donald Plekenpol 51 Nominated Director
J. D. Kish 47 Nominated Director
Mario Plaza 41 Nominated Director
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There is no family relationship between any Director or Executive Officer of the
Company, except that Mr. Mario Plaza (nominated director) is a relative of Mr.
Gabriel Coch (VP Technical Operations of Inform Worldwide Inc.).
VOTE REQUIRED AND RECOMMENDED OF THE BOARD
An affirmative vote of the holders of a majority of the quorum is necessary for
the election of directors. The presence in person or by proxy of persons
entitled to vote a majority of the voting shares at any meeting shall constitute
a quorum for the transaction of business.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ELECTION OF EACH OF THE NOMINATED DIRECTORS
LARRY G. ARNOLD
Larry Arnold has over thirty years of experience in corporate turnarounds and
capitalization of four public companies. From 1996 until joining the Company,
Mr. Arnold served as Chairman and CEO of Online Power Supply (OTC BB: OPWR).
From 1990 until 1996, Mr. Arnold served as President, CEO and Chairman of the
Board for Glitch Master, Inc., a PC power supply manufacturing and distribution
company. In 1996, Glitch Master, Inc. merged with the now OnLine Power Supply,
Inc. Mr. Arnold has also served as a Director of Hillsboro State Bank,
Hillsboro, Kansas, for the past five years and is presently Vice Chairman of the
Board. From February 1989 until July 1990, he served as Vice President,
Treasurer and Director of Ryan-Murphy, Inc., a public company. From April 1988
to February 1989, he served as a financial consultant to Postmark Stores of
America, Denver, Colorado. From January 1987 to April 1988, he was the
President of Discount Converter Supply Company, Colorado Springs, Colorado, a
private Colorado corporation, and from May 1985 to November 1986, Mr. Arnold was
President of Nova Resources Corporation, Colorado Springs, Colorado, a public
corporation. He holds a B.A. degree in Business Administration and has done
graduate work at the University of Kansas and University of Colorado, Colorado
Springs.
EDGAR P. ODENWALDER III
Mr. Odenwalder founded Inform Worldwide Inc. in 1996 and served as the President
of Inform Worldwide, Inc. before joining the Company on June 29th, 2000. Prior
to 1996, Mr. Odenwalder held senior positions with Convergent Group, a leading
provider of geo-technology services and McDonnell Douglas Communications Company
(MDCC). At MDCC he launched a location technology product group that grew,
within an eighteen-month span, to over eighty software engineers with annual
revenues in excess of $10 million. Mr. Odenwalder holds BS and MS degrees in
forestry and computer science from Colorado State University.
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DONALD PLEKENPOL
Mr. Plekenpol has been Vice President and General Manager of SAIC's Denver
operations since February 2000. The Denver operations include e-Business,
management consulting, and ERP Sales and Implementation. SAIC is a fortune 500
company with over $5.5 billion revenue in the year ended January 31, 2000. Mr.
Plekenpol brings with him over twenty five years experience in internet,
information technology, networking and telecommunications industries. He served
in various executive positions with companies such as Ameritech, UNISYS,
IntegrationWare and Webfy, Inc. before he joined SAIC. Prior to Ameritech, Mr.
Plekenpol spent twenty years of his career with IBM in various North America and
Global executive marketing positions, winning numerous IBM awards for marketing
initiatives. He is the author of "Executive Guide to Telecommunications" 1994.
Mr. Plekenpol holds a Bachelor of Arts degree from Valparaiso University. He
also completed various IBM training programs and graduate work in the area of
finance and marketing.
JOHN C. HERBERS
Mr. Herbers has been President, Chief Executive Officer for CTS Technologies
since May 2000. With more than twenty five years of senior management
experience, he focuses on start-ups, turnarounds and the formation of strategic
alliance and distribution channels for both private and publicly held companies.
Prior to joining CTS, Mr. Herbers was Executive Vice President of Market
Operations with Convergent Communications, Inc. (NASDAQ: CONV), an integrated
communications provider located in Englewood, Colorado. Prior to his tenure at
Convergent Communications, he served as CEO of Network Computer Solutions, a
data integration company which was acquired by Convergent Communications.
J.D. KISH, CPA
Since 1990, JD Kish has been President of Kish, Leake & Associates, P.C., an
Englewood based CPA firm, performing both private and SEC audits, tax
compliance, and technology consulting. The firm is a member of the American
Institute of CPA's, AICPA SEC Practice section, the Colorado Society of CPA's,
and is licensed to perform WebTrustR engagements. From 1982 to 1990, Mr. Kish
practiced as a Sole Practitioner in Englewood, Colorado.
Mr. Kish received his BBA in Accounting from Ohio University in 1976, his CPA
certificate in Illinois in 1980, and his MBA in Management Information Systems
from Depaul University in Chicago in 1981. Mr. Kish is a licensed registered rep
and financial principal with NASD.
MARIO G. PLAZA
Mr. Plaza has served as the Worldwide Financial Manager/Analyst for Hewlett
Packard Network Attached Storage Product Generating Unit since 1997. At HP, his
responsibilities include evaluation of new product entry, strategic alliance
development, contract negotiations and revenue forecasting with expected $45M
contribution to NAS Unit's bottom line. Between 1987 and 1997, he served as
cost, financial planning and marketing analyst for various technology companies
including Symbios Logic, ATT Microelectronics, NCR Corp. Mr. Plaza received his
MBA Finance from University of Texas at Austin in 1987 and his B.S. in Chemistry
from University of Texas at Austin in 1981.
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DIRECTOR COMPENSATION
Directors are compensated $5,000 annually, which, as determined by the Board,
may be taken in the form of cash or securities of the Company. Additionally,
the Company reimburses its Directors for reasonable out-of-pocket expenses
incurred in attending meetings of the Board of Directors.
BOARD OF DIRECTORS'MEETIGNS AND COMMITTEE MEETINGS
During the fiscal year ending June 30, 2000 the Company held fourteen director
meetings. Subsequent to the end of the fiscal year ending June 30, 2000, the
Company has held two meetings prior to October 30th, 2000.
The Company established a Compensation Committee on September 28, 1998 which
consists of Alfred W. Delisle and J. Scott Sitra. The Compensation Committee
held no meetings in the fiscal year ending June 30, 2000 or prior to the Annual
Meeting.
The Board of Directors intends to reactivate Compensation Committee and appoint
its new members, and establish a Finance and Audit Committee after the Annual
Meeting.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of common stock as of September 30th, 2000,
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
6,108,802 shares of common stock issued and outstanding as of September 29th,
2000.
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<TABLE>
<CAPTION>
Percent of Percent of
Class Class
Before After
Shares Preferred Preferred Preferred
Directors and Executive Officers Owned Owned (2) (3) Ownership
---------------------------------- ----------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
Larry G. Arnold, CEO & Chairman 192,500 0 3% 2%
of the Board (1)
Edgar P. Odenwalder III, 2,316,600 0 40% 29%
President & Director
Mitzi Qin Mitchell, Controller & * * * *
Assistant Secretary & Treasurer
Carole Baumbusch, COO of Inform 240,000 0 4% 3%
Worldwide Inc.
Gabriel Coch, VP Technical 240,000 0 4% 3%
Operations
----------- ---------- ------------- ----------
All current directors and 2,989,400 0 51% 36%
executive officers as a group
Five Percent Shareholders (4)
-----------------------------
Banyan Corporation
4740 Forge Rd., Bldg. 112
Colorado Springs, CO 80907 48,000 236,470 1% 6%
J. Scott Sitra (An Agent) 379,751 462,417 6% 16%
4301 Beau Rivage Cir.
Lutz, FL 33549 (5)
<FN>
*Less than 1% or no holdings as of September 30th, 2000.
(1) Mr. Arnold disclaims any ownership benefit from 132,000 shares owned by Mr.
Arnold's spouse & children.
(2) There are 1,106,154 preferred shares outstanding. All preferred shares have
two votes in any voting matters.
(3) Based on 6,108,802 shares issued and outstanding as of September 30th, 2000.
(4) 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, are not deemed outstanding for the purpose of computing the
percentage ownership of any other person.
(5) Mr. Sitra serves as an agent for various corporate shareholders of the Company.
The shares shown above are a total of the shares owned by various entities. Mr.
Sitra personally owns only 5,000 shares.
</TABLE>
MANAGEMENT'S COMPENSATION
The following table sets forth the annual compensation during the calendar year
1999 and 2000 to the Company's Chief Executive Officer and each of the Company's
five other most highly compensated executive officers of the Company(determined
as of September 30, 2000). No executive officers received compensation
exceeding $200,000 in 1999 and 2000, no bonuses were awarded during 1999 and
2000.
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<TABLE>
<CAPTION>
Annual
Compensation Awards Payouts
------------------ ------ -------
Bonus/
Other
Annual Restricted Securities
Name and Compen- Stock Underlying LTIP All
Principal Salary Sation Award(s) Options/SAR Payouts Other
Position Year ($) ($) ($) (#) ($) ($)
-------------- ---- -------- --------- ---------- ------------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Larry G. 1,000,000
Arnold 2000 $ 200,000 0 50,000 0 0
CEO & 1999 N/A N/A N/A N/A N/A
Chairman of
the Board
Edgar P.
Odenwalder
III 2000 $ 200,000 0 1,000,000 0 0
President & 1999 N/A N/A N/A N/A N/A
Director
Donald W.
Prosser (1) 2000 $ 150,000 0 50,0000 500,000 0 0
CFO, 1999 N/A N/A 40,0000 200,000 N/A N/A
Treasurer,
Secretary &
Director
Carole
Baumbusch 2000 $ 150,000 0 500,000 0 0
COO of Inform 1999 N/A N/A N/A N/A N/A
Worldwide,
Inc.
Gabriel Coch 2000 $ 130,000 0 130,000 0 0
VP Technical 1999 N/A N/A N/A N/A N/A
Operations of
Inform
Worldwide,
Inc.
Henry Tom 2000 $ 135,000 0 5,000 250,000 0 0
VP Global 1999 N/A N/A N/A N/A N/A
Alliance of
Inform
Worldwide,
Inc.
Scott Sitra(2) 2000 N/A N/A N/A N/A N/A
CEO & 1999 0 0 5,000 700,000 N/A N/A
Chairman of
the Board
<FN>
(1) Mr. Prosser is no longer an employee or director of the Company.
(2) Mr. Sitra is no longer an employee or director of the Company.
</TABLE>
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STOCK OPTIONS
The following table sets forth information on stock options granted to the above
mentioned executive officers of the Company as of October 30th, 2000.
Percent of
Total
Number of Options/SARs
Securities Granted to Exercise
Underlying Employees as of Base
Options/SARs of October Price
Name Granted (#) 30th, 2000(1) ($/share) Expiration Date
------------- ------------ -------------- ---------- --------------------
Larry G. 1,000,000 18% $ 3.00 April 18th, 2003
Arnold 50,000 $ 2.00 April 16th, 2003
Edgar P. 1,000,000 18% $ 2.97 June 30th, 2003
Odenwalder
Donald W. 500,000 12% $ 3.00 April 18th, 2003
Prosser 200,000 $ 1.00 November 15th, 2002
Carole 500,000 9% $ 2.97 June 30th, 2003
Baumbusch
Gabriel 130,000 2% $ 3.06 June 30th, 2003
Coch
Henry 250,000 4% $ 3.00 September 13th, 2003
Tom
J. Scott 700,000 12% $ 1.00 October 18th, 2002
Sitra
(1) Based on total of 5,703,333 options granted and outstanding as
of September 30th, 2000.
None of the above stock options have been exercised during 1999 and 2000.
The options are granted by the Board of Directors during 1999 and 2000 in lieu
of Compensation Committee. Mr. Arnold, Mr. Odenwalder, Mr. Prosser and Mr.
Sitra have served on the Board of Directors during which time such options were
granted.
COMPENSATION COMMITTEE REPORT
There has been no activities or reports by Compensation Committee prior to
October 30th, 2000.
PRICE RANGE OF THE COMMON STOCK
The Company's Common Stock is quoted on the Nasdaq Over-The-Counter Bulletin
Board under the symbol "ANYI". The Company's Common Stock began trading on July
15, 1999 with an opening bid price of $4.00 a share. The following table sets
forth the high and low sale prices as reported by the National Association of
Securities Dealers (NASD) from the first day of trading through September 30,
1999.
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Fiscal 1999 High Low
----------- -------- -------
Third Quarter $ 28.00 $ 4.75
Forth Quarter $ 5.31 $ 0.88
First Quarter $ 10.06 $ 2.13
Second Quarter $ 4.88 $ 2.44
Fiscal 2000
-----------
Third Quarter $ 4.13 $ 2.13
As of September 30, 2000, there were approximately 376 record holders of the
Company's outstanding Common Stock. Moreover, additional shares of the
Company's Common Stock are held at 1303 accounts for stockholders at brokerage
firms and/or clearing houses. Due to the circumstance where individuals hold
more than one trading accounts, the actual number of beneficial owners of Common
Stock is less than 1679.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities
(collectively the "Reporting Persons") to file reports and changes in ownership
of such securities with the Securities and Exchange Commission and the Company.
Based solely upon a review of (i) Forms 3 and 4 and amendments thereto furnished
to the Company pursuant to Rule 16a-3(e), promulgated under the Exchange Act,
during the Company's fiscal year ended June 30, 2000 and first quarter ended
September 30th, 2000 and (ii) Forms 5 and any amendments thereto and/or
written representations furnished to the Company by any Reporting Persons
stating that such person was not required to file a Form 5 during the
Company's fiscal year ended June 30, 2000 and first quarter ended September
30th, 2000, it has been determined that, other than disclosed below, no
Reporting Persons were delinquent with respect to such person's reporting
obligations set forth in Section 16(a) of the Exchange Act.
The following table as of September 30th, 2000, includes the name and positions
of each Reporting Person that failed to file on a timely basis any reports
required pursuant to Section 16(a) during the most recent fiscal year or
prior years.
Name Position Report
Filed Late Position Forms
------------------ ------------ -----------
Larry G Arnold Chief Executive Officer and Forms 3 and 5
Chairman of the Board
Edgar P Odenwalder III President and Director Forms 3 and 5
Donald W. Prosser Prior CFO, Secretary, Treasurer Forms 3 and 5
and Director
Alfred W. Delisle Business Development Manager and Forms 3 and 5
Director
Banyan Corporation Beneficial Owner Forms 3 and 5
Robert Schick Prior CEO & Director Forms 3 and 5
Scott Sitra Prior CEO & Chairman of the Form 3 and 5
Board
Lawrance Stanley Director Form 3 and 5
Karen Sebastiani Director Form 3 and 5
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PROPOSAL II
CHANGE OF CORPORATION NAME
The Board of Directors has approved to change the corporation name to Inform
Worldwide Holdings, Inc.
VOTE REQUIRED AND RECOMMENDED OF THE BOARD
An affirmative vote of the holders of a majority of the quorum is necessary for
the change of corporate name. The presence in person or by proxy of persons
entitled to vote a majority of the voting shares at any meeting shall constitute
a quorum for the transaction of business.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE CHANGE OF CORPORATE NAME
The Company intends to adopt the above name as it more accurately signals our
purpose to become a global leader in the dissemination of location information.
The Company's marketing and investor relations groups will coordinate an
awareness campaign during Spring 2001 after the name Inform Worldwide Holdings,
Inc. is approved.
PROPOSAL III
ADOPTION OF THE YEAR 2000 LONG TERM INCENTIVE EQUITY PLAN
At the Annual Meeting, the stockholders are being asked to approve the adoption
of the Company's 2000 Long-Term Incentive Equity Plan (the "2000 Plan"), adopted
by the Board on October 6th, 2000.
VOTE REQUIRED AND RECOMMENDED OF THE BOARD
Approval of the adoption of the 2000 Plan requires the affirmative vote of the
holders of a majority of shares of Common Stock present or represented and
entitled to vote at the Annual Meeting. Abstentions and broker non-votes will
be counted as present for purposes of determining whether a quorum is present,
and broker non-votes will not be treated as entitled to vote on this matter at
the Annual Meeting. The Company is presenting the 2000 Plan for stockholders
approval to obtain various regulatory advantages under the Internal Revenue Code
and Nasdaq rules. If the stockholders do not approve the 2000 Plan, it will not
be adopted.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ADOPTION OF THE YEAR 2000 LONG-TERM EQUITY PLAN
DESCRIPTION OF THE 2000 PLAN AND OPTION TERMS
The following is a summary of the principal provisions of the 2000 Plan, but it
is not intended to be a complete description of all the terms and provisions of
the 2000 Plan. A copy of 2000 Plan is attached hereto as Appendix A.
PURPOSE. The purpose of the 2000 Plan is to provide additional compensation
and incentive to eligible employees, officers, directors, advisors and
consultants whose present and potential contributions are important to the
continued success of the Company, to afford such persons an opportunity to
acquire a proprietary interest in the Company and to enable the Company to
continue to enlist and retain the best available talent for the successful
conduct of its business.
ADMINISTRATION. The 2000 Plan will be administered by one or more committees
designated by the Board to administer the Plan (the "Committee"). Subject to the
terms of the 2000 Plan, the Committee, as constituted, determines the persons
who are to receive awards, the number of shares subject to each award, the terms
and conditions of such awards and the dates of grants. The Committee also has
the authority to construe and interpret any of the provisions of the 2000 Plan
or any options granted thereunder. Such interpretations are binding on the
Company and on the optionees.
TOTAL NUMBER OF COMMON STOCK RESERVED. The total number of shares of Common
Stock reserved and available for distribution pursuant to the Plan shall be
3,000,000 shares.
ELIGIBILITY. All officers, directors (who are also employees or consultants of
the Company), employees, advisors and consultants of the Company (or any
subsidiary or affiliate of the Company) are eligible to receive awards under the
2000 Plan. The Company may also grant options under the 2000 Plan in connection
with its assumption or replacement of options issued by another company which
the Company acquires or combines with.
OPTION AWARDS. Both incentive stock options ("ISOs"), as defined in Section
422(b) of the Internal Revenue Code (the "Code"), and nonqualified stock options
("NQSOs"), may be granted under the 2000 Plan. The Committee determines whether
an option granted under the 2000 Plan will be an ISO or a NQSO. The Company
currently grants only NQSOs.
OTHER AWARDS. In addition to stock options, certain other awards may be
granted under the 2000 Plan. The Committee may grant Stock Appreciation Rights
("SAR") (including freestanding SARs and options granted in tandem with related
options), entitling the holder upon exercise to receive an amount in any
combination of cash or Common Stock (as determined by the Committee) equal in
value to the excess of the fair market value of the shares covered by such SAR
on the date of exercise over the aggregate exercise price of the SAR for such
shares. The Committee may also grant rights to purchase stock under such terms
and conditions as it may determine. In addition, the Committee may grant stock
bonus awards payable in cash or Common Stock based upon reasonable performance
criteria the Committee deem appropriate.
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PERFORMANCE-BASED COMPENSATION LIMITS. No employee shall be granted in any
fiscal year of the Company options and SARs to acquire or related to in the
aggregate more than 300,000 shares of Common Stock. The foregoing limitation,
which shall adjust proportionately in connection with any change in the
Company's capitalization, is intended to satisfy the requirements applicable to
options and SARs intended to qualify as performance-based compensation within
the meaning of Code Section 162(m). In the event that the Committee determines
that such limitation is not required to qualify options and SARs as
performance-based compensation, the Committee may modify or eliminate such
limitation.
TERMS OF THE OPTIONS. Each option granted pursuant to the 2000 Plan is
evidenced by a stock option grant (the "Grant") issued by the Company. An
exercise notice and agreement (the "Exercise Notice") is to be completed by the
optionee at the time an option is exercised. The Company does not receive any
consideration from an optionee at the time an option is granted. The forms of
the Grant and the Exercise Notice may be amended by the Committee from time to
time, subject to the terms of the 2000 Plan.
Options may be granted under the 2000 Plan until the date of the Company's
Annual Meeting of Stockholders 2010.
Subject to the provisions of the 2000 Plan, the Committee may determine the
vesting schedule of each option and other terms and conditions of
exercisability. Options granted under the 2000 Plan typically vest in four equal
annual installments starting from the date of grant, although vesting of an
option may be accelerated by the Committee. The Committee also has the
discretion to modify, extend or renew outstanding awards and to issue new awards
in exchange for surrender of outstanding awards. The Committee also may cause
the Company to purchase for cash or shares of Common Stock any option issued
under the 2000 Plan.
Generally, options granted under the 2000 Plan must be exercised within ten
years of the option grant date.
The Committee determines the exercise price of each option granted, which is set
forth in the Grant. Under the 2000 Plan, the exercise price of an option granted
to an employee may be less than the fair market value per share of the Company's
Common Stock on the date the option is granted. Options may be granted with
exercise prices other than as described above in connection with the Company's
assumption or replacement of options issued by another company.
Payment for Shares purchased upon exercise of an Option may be made in cash (by
check) or, unless otherwise provided by the Committee in its sole discretion:
(i) by cancellation of indebtedness of the Company to the Participants; (ii) by
surrender of Shares of Common Stock having a Fair Market Value equal to the
applicable exercise price of the Options; (iii) where approved by the Committee
in its sole discretion, by tender of a full recourse promissory note having such
terms as may be approved by the Committee and bearing interest at a rate
sufficient to avoid imputation of income under Section 483 and 1274 of the Code,
provided that the portion of the exercise price equal to the par value of the
Shares, if any, must be paid in cash or other legal consideration, and provided
further that Participants who are not employees or directors of the Company
shall not be entitled to purchase Shares with a promissory note unless the note
is adequately secured by collateral other than the Shares; (iv) by waiver of
compensation due or accrued to the Participant for services rendered; (v)
pursuant to a broker-assisted "cashless exercise" arrangement; or (vi) by any
combination of the foregoing, in each case to the extent permitted by the legal
requirements relating to the administration of stock option plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or consolidated stock price reporting system on which prices for
the Common Stock are quoted at any given time, and the analogous applicable laws
of any other country or jurisdiction where options are granted under the 2000
Plan.
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DEFERRALS. The Committee may also permit participants to elect to defer
receipt of benefits under the 2000 Plan or make automatic deferrals. The
Committee may also provide and determine the amount of any deemed earnings for
amounts deferred under the 2000 Plan.
NONTRANSFERABILITY AND TERMINATION OF OPTIONS. Options granted under the 2000
Plan may not be transferred by the optionee other than by will or by the laws of
descent and distribution, except that the Committee may in its discretion grant
NQSOs with limited transferability rights. During the lifetime of the optionee,
an option may be exercised only by the optionee.
If an optionee's employment or other association with the Company or a
subsidiary is terminated for any reason other than death or disability, any
outstanding option, to the extent (and only to the extent) that it was
exercisable on the date of such termination, must be exercised by the optionee
by the earlier of three months following such termination (or such shorter time
period as may be specified in the Grant) or the expiration date of the option.
If termination is on account of disability, any outstanding option, to the
extent exercisable on the termination date, must be exercised by the earlier of
twelve (12) months following such date or the expiration date of the option. If
termination is on account of the Participant's death, any outstanding option may
be exercised to the extent (and only to the extent) that they would have been
exercisable on the first vesting date occurring after such death as may be
specified in the Grant and on the next subsequent vesting date, by the
optionee's legal representative within twelve (12) months after the date of
death (or such shorter period as may be specified in the Grant), but in any
event no later than the expiration date of the options. The Committee has the
authority under the 2000 Plan to vary the provisions of an award applicable upon
termination of employment.
CAPITAL CHANGES. If the number of outstanding shares of Common Stock of the
Company is changed by a stock dividend, stock split, reverse stock split,
combination, reclassification or similar change in the capital structure of the
Company without consideration, the number of shares of Common Stock available
for option grants under the 2000 Plan, the number of shares and the exercise
price per share for each outstanding option and the annual limitation noted
above will be proportionately adjusted, subject to any required action by the
Board or stockholders of the Company.
In the event that the Committee determines that any dividend or other
distribution, recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split up, spinoff, combination,
repurchase or exchange of Company securities or other similar corporate
transaction affects the shares such that an adjustment is determined by the
Committee to be appropriate to prevent enlargement or diminution of benefits
under the 2000 Plan, the Committee shall make such adjustments in outstanding
awards, and shares available for future awards, as it determines to be
appropriate.
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In general, in the event of a Change of Control of the Company, as defined in
the 2000 Plan, the vesting of all awards granted pursuant to the 2000 Plan will
accelerate and the awards will become exercisable in full prior to the
consummation of such event (and such awards shall then terminate), at such times
and on such conditions as the Committee determines, unless the successor
corporation assumes the outstanding awards or substitutes substantially
equivalent awards. In addition, if an employee's employment or other association
with Company's successor is terminated without cause within 12 months of a
Change of Control, awards under the 2000 Plan will accelerate and become
immediately and fully exercisable upon such termination.
AMENDMENT AND TERMINATION. The Committee may amend or terminate the 2000 Plan
at any time and in any respect, except that the Committee cannot, without the
approval of the stockholders of the Company, amend the 2000 Plan in any manner
that requires stockholder approval pursuant to the Code or the regulations
thereunder or pursuant to Rule 16b-3 of the Exchange Act. No amendment of the
2000 Plan may adversely affect any outstanding option or unexercised portion
thereof without the optionee's written consent. Subject to the specific terms of
the 2000 Plan, the Committee may accelerate any award or option, reduce any
applicable exercise price or waive any conditions or restrictions pursuant to
such award or option at any time.
If an option granted pursuant to the 2000 Plan expires or terminates for any
reason without being exercised in whole or in part, the shares released from
such option or award will again become available for grant and purchase under
the 2000 Plan. Certain United States Federal Income Tax Information
GENERAL. The following is a general summary as of the date of this Proxy
Statement of the United States federal income tax consequences associated with
participation in the 2000 Plan. The federal tax laws may change and the federal,
state and local tax consequences for any participant will depend upon his or her
individual circumstances. This information may not be applicable to employees of
foreign subsidiaries or to participants who are not residents of the United
States. All participants have been and are encouraged to seek the advice of a
qualified tax advisor regarding the tax consequences of participation in the
2000 Plan. Any tax effects that accrue to foreign employees as a result of
participation in the 2000 Plan will be subject to the tax laws of the countries
in which such employees reside.
TAX TREATMENT OF THE OPTIONEE
NONQUALIFIED STOCK OPTIONS. An optionee will not recognize any taxable income
at the time a NQSO is granted. However, upon exercise of a NQSO the optionee
will include in income as compensation an amount equal to the difference between
the fair market value of the shares on the date of exercise (in most cases) and
the optionee's purchase price. The included amount will be treated as ordinary
income and reported on an employee's W-2 form, or in the case of a non-employee,
on a 1099 form and will be subject to income tax and FICA withholding by the
Company (either by payment in cash or withholding out of the optionee's salary)
if the optionee is an employee. Upon the sale of the shares by the optionee, any
subsequent appreciation or depreciation in the value of the shares will be
treated as short term or long term capital gain or loss depending upon whether
or not the optionee held the shares for more than one year following exercise of
the NQSO.
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INCENTIVE STOCK OPTIONS. The optionee will recognize no income upon grant of
an ISO and incur no tax on its exercise unless the optionee is subject to the
alternative minimum tax described below. If the optionee holds the stock
acquired upon exercise of an ISO (the "ISO Shares") for more than one year after
the date the option was exercised and for more than two years after the date the
option was granted, the optionee generally will realize long-term capital gain
or loss (rather than ordinary income or loss) upon disposition of the ISO
Shares. This gain or loss will be equal to the difference between the amount
realized upon such disposition and the amount paid for the ISO Shares.
If the optionee disposes of ISO Shares prior to the expiration of either of
the above required holding periods (a "disqualifying disposition"), the gain
realized upon such disposition, up to the difference between the fair market
value of the ISO Shares on the date of exercise and the option exercise price,
will be treated as ordinary income and reported on the employee's W-2 form.
Income tax withholding on this income is optional. Any addition gain or loss
will be long-term or short term capital gain or loss, depending upon whether or
not the ISO Shares were held for more than one year following the date of
exercise by the optionee. A disposition of ISO Shares for this purpose includes
not only a sale or exchange, but also a gift or other transfer of legal title
(with certain exceptions). Long-term capital gain is taxed at a maximum federal
income tax rate of 20% rather than the 39.6% maximum rate applicable to other
income.
ALTERNATIVE MINIMUM TAX. Generally, the difference between the fair market
value of stock purchased by exercise of an ISO (generally measured as of the
date of exercise) and the amount paid for that stock upon exercise of the ISO is
an adjustment to income for purposes of the alternative minimum tax. An
alternative minimum tax adjustment applies unless a disqualifying disposition of
the ISO Shares occurs in the same calendar year as exercise of the ISO. The
alternative minimum tax (imposed to the extent it exceeds the taxpayer's regular
tax) is 26% of an individual taxpayer's alternative minimum taxable income for
alternative minimum taxable income up to $175,000 and 28% thereafter.
Alternative minimum taxable income is determined by adjusting regular taxable
income for certain items, increasing that income by certain tax preference items
and reducing this amount by the applicable exemption amount ($45,000 in the case
of a joint return, subject to reduction under certain circumstances).
TAX TREATMENT OF THE COMPANY. The Company will be entitled to a deduction in
connection with the exercise of a NQSO by a domestic optionee to the extent that
the optionee recognizes ordinary income provided that the deduction is not
disallowed under the provisions of Section 162(m) of the Code. The Company will
be entitled to a deduction in connection with the disposition of ISO Shares only
to the extent that the optionee recognizes ordinary income on a disqualifying
disposition of the ISO Shares and will not be entitled to any deduction upon
exercise of an ISO in the absence of any such disqualifying disposition.
ERISA. The Company believes that the 2000 Plan is not subject to any of the
provisions of the Employee Retirement Income Security Act of 1974, nor is it
qualified under Section 401(a) of the Code.
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PROPOSAL IV
RATIFICATION OF THE SELECTION OF AUDITORS
The Company has engaged Ronald Chadwick P.C. as its principal independent public
accountant to perform the audit of the Company's financial statements for fiscal
year 1999. Ronald Chadwick P.C. has audited the Company's financial statements
for the past two years. The Board of Directors expects to change the Company's
independent accountant for fiscal year 2000 to better serve the Company's
growing needs in the area of financial reporting. The Board has selected
Ehrhardt Keefe Steiner & Hottman PC as independent auditor for fiscal 2000 and
2001. There has been no disagreements between Ronald Chadwick P.C. and the
Company on any accounting issues.
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 THE SELECTION OF EKS&H AS INDEPENDENT ACCOUNTANT
FINANCIAL STATEMENTS/OTHER INFORMATION
The SEC Form 10-KSB of the Company for the year ended June 30, 2000, including
audited financial statements, and information on the company's products &
customers are included in the proxy and deemed to be a part of the proxy
soliciting material for the exercise of prudent judgment by the stockholders
with respect to any proposal to be submitted at this Meeting.
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 judgment 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, 2001. Any stockholder
so interested may do so by submitting such proposal to: Anything Internet
Corporation, Attn: Shareholder Proposal, 10333 E Dry Creek Road Suite 270
Englewood, Colorado 80112.
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Shareholders Name:______________________
SSN or Tax ID #:________________________
Number of Shares of owned:______________
PROXY CARD
ANYTHING INTERNET CORPORATION
10333 E Dry Creek Road, Suite 270
Englewood, Colorado 80112
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF ANYTHING INTERNET
CORPORATION.
The undersigned hereby appoints Larry G. Arnold, Mitzi Qin Mitchell and Edgar P.
Odenwalder, or any of them, each with power of substitution, as proxies to
represent the undersigned at the Annual Meeting of Stockholders of Anything
Internet Corporation, to be held on Tuesday, November 14th, 2000, at 10:00 a.m.
Mountain Daylight Time, at the Company's offices located at 10333 E. Dry Creek
Road, Suite 270 Englewood, Colorado 80112, and any adjournment thereof, and to
vote the number of shares the undersigned would be entitled to vote if
personally present on the following matters set forth on the reverse side. 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:
Larry G. Arnold, Edgar P. Odenwalder III, Donald Plekenpol,
John Herbers, J.D. Kish, Mario Plaza
( ) 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 change of corporate name to Inform Worldwide Holdings, Inc.
( ) Vote FOR ( ) Vote AGAINST ( ) ABSTAIN
(3) To ratify the adoption of Year 2000 Long-Term Equity Incentive Plan.
( ) Vote FOR ( ) Vote AGAINST ( ) ABSTAIN
(4) To ratify the selection of EKS&H CPAs as the independent auditor for
fiscal 2000 and 2001.
( ) Vote FOR ( ) Vote AGAINST ( ) ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE NDERSIGNED STOCKHOLDER(S). IN THE ABSENCE OF SPECIFIC DIRECTIONS, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS NAMED, FOR THE CORPORATE
NAME CHANGE, FOR THE YEAR 2000 INCENTIVE STOCK OPTION PLAN, 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. Please return this page back to the
Company by November 13th, 2000.
Dated: ____________________ Dated: ________________________
____________________________ ________________________________
Signature of Stockholder(s) Signature of Stockholder(s)
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Appendex A
ANYTHING INTERNET CORPORATION
YEAR 2000 LONG-TERM EQUITY INCENTIVE PLAN
Section 1. Purpose.
This Incentive Stock Option Plan (hereafter the "Plan") of Anything Internet
Corporation (the "Company") is established as a compensatory plan to enable
Anything Internet Corporation to provide an incentive to eligible employees,
officers, independent consultants and directors whose present and potential
contributions are important to the continued success of the Company, and to
enable the Company to continue to enlist and retain in its employ the best
available talent for the successful conduct of its business. It is intended that
this purpose will be effected through the granting of (a) stock options; (b)
stock purchase rights, (c) stock appreciation rights and (d) long-term
performance awards.
Section 2. Definitions.
As used herein, the following definitions shall apply:
(a) "Affiliate" of any person means any entity that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, such person, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the entity, whether through the ownership of voting securities, by contract or
otherwise.
(b) "Applicable Laws" means the legal requirements relating to the
administration of stock plans under U.S. state corporate laws, U.S. federal and
state securities laws, the Code, any stock exchange or consolidated stock price
reporting system on which prices for the Common Stock are quoted at any given
time, and the analogous applicable laws of any other country or jurisdiction
where Options, Rights or Long-Term Performance Awards or shares of Restricted
Stock are granted under the Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Change of Control" shall mean the first to occur of:
(i) an individual, corporation, partnership, group, associate or other entity
or "person", as such term is defined in Section 14(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), other than the Company or any employee benefit
plan(s) sponsored by the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or
more of the combined voting power of the Company's outstanding securities
ordinarily having the right to vote at elections of directors;
(ii) individuals who constitute the Board of Directors of the Company on the
effective date of the Plan (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any Approved Director, as
hereinafter defined, shall be, for purposes of this subsection (ii), considered
as though such person were a member of the Incumbent Board. An "Approved
Director", for purposes of this subsection (ii), shall mean any person becoming
a director subsequent to the effective date of the Plan whose election, or
nomination for election by the Company's stockholders, was approved by a vote of
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at least three-quarters of the directors comprising the Incumbent Board (either
by a specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee of the Company for director), but shall not
include any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of an individual, corporation, partnership, group, associate or other entity or
"person" other than the Board;
(iii) the approval by the stockholders of the Company of a plan or agreement
providing (A) for a merger or consolidation involving the Company other than
with a wholly-owned subsidiary and other than a merger or consolidation that
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 65%
of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
(B) for a sale, exchange or other disposition of all or substantially all of the
assets of the Company. If any of the events enumerated in this subsection (iii)
occurs, the Committee shall determine the effective date of the Change of
Control resulting therefrom for purposes of the Plan.
(e) "Code" means the U.S. Internal Revenue Code of 1986, as amended.
(f) "Committee" means the Committee or Committees referred to in Section 5 of
the Plan. If at any time no Committee shall be in office, then the functions of
the Committee specified in the Plan shall be exercised by the Board.
(g) "Common Stock" or "Shares" means the Common Stock, no par value per share,
of the Company.
(h) "Company" means Anything Internet Corporation, a corporation organized
under the laws of the state of Colorado, or any successor corporation.
(i) "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.
(j) "Disability" means a disability, whether temporary or permanent, partial or
total, within the meaning of Section 22(e)(3) of the Code, as determined by the
Committee.
(k) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:
(i) the last reported sale price of the Common Stock of the Company on the
Nasdaq OTC Bulletin Board or, if no such reported sale takes place on any such
day, the average of the closing bid and asked prices, or
(ii) if such Common Stock shall then be listed on a national securities
exchange or Nasdaq Small Cap or National Market, the last reported sale price
or, if no such reported sale takes place on any such day, the average of the
closing bid and asked prices on the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or
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(iii) if none of the foregoing is applicable, then the Fair Market Value of a
share of Common Stock shall be determined in good faith by the Board of
Directors of the Company in its discretion.
(l) "Grant" shall mean an instrument or agreement evidencing an Option, Stock
Appreciation Right or Long-Term Performance Award granted hereunder, in written
or electronic form, which may, but need not, be executed or acknowledged by the
recipient thereof.
(m) "Insider" means an executive officer or director of the Company or any
other person whose transactions in Common Stock are subject to Section 16(b) of
the Exchange Act.
(n) "Long-Term Performance Award" means an award under Section 9 below. A
Long-Term Performance Award shall permit the recipient to receive a stock bonus
(as determined by the Committee) upon satisfaction of such performance factors
as are set out in the recipient's individual grant. Long-term Performance Awards
will be based upon the achievement of Company, Subsidiary and/or individual
performance factors or upon such other criteria as the Committee may deem
appropriate.
(o) "Named Executive" means any individual who, on the last day of the
Company's fiscal year, is the chief executive officer of the Company (or is
acting in such capacity) or among the four highest compensated officers of the
Company (other than the chief executive officer). Such officer status shall be
determined pursuant to the executive compensation disclosure rules under the
Exchange Act.
(p) "Option" means any option to purchase shares of Common Stock granted
pursuant to Section 6 below.
(q) "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, at the time of the granting of
an award under the Plan, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
(r) "Participant" means an individual who has been granted an Option, Right or
Long-Term Purchase Award under the Plan.
(s) "Plan" means this 2000 Long-Term Equity Incentive Plan, as hereinafter
amended from time to time.
(t) "Purchase Agreement" shall have the meaning specified in Section 8.
(u) "Restricted Stock" means shares of Common Stock acquired pursuant to a
grant of Stock Purchase Rights under Section 8 below.
(v) "Right" means and includes Stock Appreciation Rights and Stock Purchase
Rights granted pursuant to the Plan.
(w) "Stock Appreciation Right" or "SAR" means an award made pursuant to Section
7 below, which right permits the recipient to receive cash equal to the
difference between the Fair Market Value of Common Stock on the date of grant of
the Stock Appreciation Right and the Fair Market Value of Common Stock on the
date of exercise of the Stock Appreciation Right.
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(x) "Stock Purchase Right" means an award made pursuant to Section 8 below,
which right permits the recipient to purchase Common Stock pursuant to a
restricted stock purchase agreement entered into between the Company and the
Participant.
(y) "Subsidiary" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time of granting of
the Option, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
(z) "Substitute Awards" shall mean an Option, Right or Long-Term Performance
Award granted in assumption of or in substitution for, outstanding options or
other awards previously granted by a company acquired by the Company or with
which the Company combines.
Section 3. Eligibility.
(a) Awards may be granted to employees, officers, directors who are also
employees or consultants, independent consultants and advisers of the Company or
any Parent, Subsidiary or Affiliate of the Company (provided such consultants,
and advisers render bona fide services not in connection with the offer and sale
of securities in a capital-raising transaction). ISOs (hereinafter defined in
Section 6 hereof) may be granted only to employees (including officers and
directors who are also employees) of the Company or of a Parent or Subsidiary of
the Company.
(b) A Participant may be granted more than one award under this Plan.
(c) Holders of options and other awards granted by a company acquired by the
Company or with which the Company combines are eligible for grant of Substitute
Awards hereunder in connection with such acquisition or combination transaction.
Section 4. Stock Subject to the Plan.
(a) the total number of shares of Common Stock reserved and available for
distribution pursuant to the Plan shall be 3,000,000 shares.
(b) If any Shares that have been subject to issuance upon exercise of an Option
(other than a Substitute Award) cease to be subject to such Option, or if any
Shares of Restricted Stock or other Shares that are subject to any Right, Option
or Long-Term Performance Award granted hereunder (other than a Substitute Award)
are forfeited or repurchased or any such award otherwise terminates or is paid
or settled without a payment being made to the Participant in the form of the
full number of Shares underlying such awards, such Shares to the extent of such
forfeiture, termination or settlement, shall again be available for distribution
in connection with future awards or Option grants under the Plan. For purposes
of this Section 4(b), awards and options granted under any of the Company's
previous stock option plans (other than any such plans for outside directors)
shall be treated as Options, Rights or Long-Term Performance Awards, as the case
may be, acquired hereunder.
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(c) Shares underlying Substitute Awards shall not reduce the number of Shares
available for distribution hereunder.
(d) In the event that any Option, Right or Long-Term Performance Award granted
hereunder (other than a Substitute Award) is exercised through the surrender to
the Company of Shares or in the event that withholding tax liabilities arising
in connection with any such award are satisfied by the withholding of Shares by
the Company, the number of Shares available for distribution under the Plan as
set forth in Section 4(a) shall be increased by the number of Shares so
surrendered or withheld.
(e) Options and SARs on no more than 300,000 shares of Common Stock may be
granted to any individual in any year under this Plan.
(f) (i) In the event that the Common Stock of the Company is split or
reverse-split, whether by stock dividend, combination, reclassification or
similar method not involving payment of consideration, the number of Shares
available for award under this Plan, in aggregate and individually as set forth
in Sections 4(a) and 4(e), the number of Shares deliverable under each Option,
Right or Long-Term Performance Award outstanding hereunder and the per Share
exercise price of each outstanding Option or Right shall automatically be
proportionately adjusted, subject to any required action by the Board or the
stockholders of the Company and compliance with Applicable Laws; provided,
however, that the number of Shares subject to any award denominated in Shares
shall always be a whole number.
(ii) In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Common Stock, other securities,
or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or event other
than an event described in Section 4(f)(i) affects the Common Stock such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or property) which thereafter may be made the subject of awards
under the Plan, including the aggregate and individual limits specified in
Section 4, (ii) the number and type of Shares (or other securities or property)
subject to outstanding awards, and (iii) the grant, purchase, or exercise price
with respect to any award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding award; provided, however, that the
number of Shares subject to any award denominated in Shares shall always be a
whole number.
Section 5. Administration.
(a) The Plan shall be administered by one or more Committees designated by the
Board to administer the Plan, constituted in such a manner as to satisfy the
Applicable Laws.
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<PAGE>
(b) Once appointed, the Committee shall continue to serve until otherwise
directed by the Board. From time to time, the Board may change the size of the
Committee, appoint additional members thereof, remove members (with or without
cause), appoint new members in substitution therefor, fill vacancies, however
caused, and remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by Applicable Laws. (c) As used
herein, except in Sections 17 and 19, references herein to the Board shall mean
the Board or the Committee, whichever is then acting with respect to the Plan.
(d) The Committee shall have the authority to construe and interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan, and any such interpretation shall be final and binding on all
persons having an interest in any award under this Plan. Without limiting the
generality of the foregoing, subject to the general purposes, terms, and
conditions of the Plan, and to the direction of the Board, the Committee shall
have full power to implement and carry out the Plan including, but not limited
to, the following:
(i) to select the employees, officers, consultants, directors and advisers of
the Company and/or its Subsidiaries and Affiliates to whom Options, Rights and
Long-Term Performance Awards, or any combination thereof, may from time to time
be granted hereunder;
(ii) to determine whether and to what extent Options, Rights and Long- Term
Performance Awards, or any combination thereof, are granted hereunder;
(iii) to determine the number of Shares to be covered by each such award
granted hereunder;
(iv) to approve forms of grant or agreement, or other forms for communicating
to Participants that they have been granted an award under the Plan, for use
under the Plan;
(v) to determine the terms and conditions, not inconsistent with the terms of
the Plan, of any award granted hereunder (including, but not limited to, the
share price and any restriction or limitation, or any vesting acceleration or
waiver of forfeiture restrictions regarding the Option or other award and/or the
Shares relating thereto, based in each case on such factors as the Committee
shall determine, in its sole discretion);
(vi) to determine whether and under what circumstances an Option may be
settled in cash or Restricted Stock under Section 6(g) instead of Common Stock;
(vii) to determine the form of payment that will be acceptable consideration
for exercise of an Option, Right or Long-Term Performance Award granted under
the Plan;
(viii) to determine whether, or to what extent and under what circumstances
Common Stock and other amounts payable with respect to an award under this Plan
shall be deferred either automatically or at the election of the Participant
(including providing for and determining the amount (if any) of any deemed
earnings on any deferred amount during any deferral period);
(ix) to delegate to another committee of the Board or to members of
management certain of its powers hereunder to the extent permitted by Applicable
Laws;
(x) to reduce the exercise price of any Option or Right;
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<PAGE>
(xi) to determine the terms and restrictions applicable to Stock Purchase
Rights and the Restricted Stock purchased by exercising such Rights; and
(xi) to adopt sub-plans applicable to particular Subsidiaries, Affiliates or
locations, which sub-plans may take precedence over other provisions of this
Plan, with the exception of Section 4(a), but unless otherwise superseded by the
terms of such sub-plan, the provisions of this Plan shall govern the operation
of such sub-plan.
(e) In addition to such other rights of indemnification as they may have as
directors, members of the Committee shall be indemnified by the Company against
any reasonable expenses, including attorneys' fees actually and necessarily
incurred, which they or any of them may incur by reason of any action taken or
failure to act under or in connection with the Plan or any option or other award
granted thereunder, and against all amounts paid by them in settlement of any
claim related thereto, (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding that such director is liable for
negligence or misconduct in the performance of his or her duties; provided that
within 60 days after institution of any such action, suit or proceeding a
director shall in writing offer the Company the opportunity, at its own expense,
to handle the defense of the same.
Section 6. Stock Options.
The Committee, in its discretion, may grant Options to eligible Participants and
shall determine whether such Options shall be Incentive Stock Options ("ISOs")
within the meaning of the Code, Nonqualified Stock Options ("NQSOs") or any
other type of Option which may exist from time to time. Each Option shall be
evidenced by a Grant which shall expressly identify the Option as an ISO or as
NQSO (or other type of Option, as applicable), and be in such form and contain
such provisions as the Committee shall from time to time deem appropriate.
Without limiting the foregoing, the Committee may, at any time, or from time to
time, authorize the Company, with the consent of the respective recipients, to
issue new Options, including Options in exchange for the surrender and
cancellation of any or all outstanding Options or Rights. The Committee shall
determine the number of Shares subject to the Option, the exercise price of the
Option, the period during which the Option may be exercised, and all other terms
and conditions of the Option, subject to the following:
(a) Form of Option Grant. Each Option granted under this Plan shall be
evidenced by a Grant in such form (which need not be the same for each
Participant) as the Committee shall from time to time approve, which Grant shall
comply with and be subject to the terms and conditions of this Plan.
(b) Date of Grant. The date of grant of an Option shall be the date on which
the Committee makes the determination to grant such Option unless otherwise
specified by the Committee. The Grant representing the Option will be delivered
to Participant with a copy of this Plan within a reasonable time after the
granting of the Option.
(c) Exercise Price. The exercise price of an Option shall be determined by the
Committee on the date the Option is granted and may be less than the Fair Market
Value of the Common Stock on the date the Option is granted.
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<PAGE>
(d) Exercise Period. Options shall be exercisable within the times or upon the
events determined by the Committee as set forth in the Grant; provided, however;
that no Option shall be exercisable after the expiration of ten (10) years from
the date the Option is granted. The Committee may attach such conditions to the
Shares issued upon exercise of an Option as it shall determine, and may provide
in any grant for Option exercise restrictions to be waived in consideration of
equivalent transfer or forfeiture provisions to be applied to such underlying
Shares.
(e) Limitations on ISOs. The terms of any ISO granted under the Plan shall
comply in all respects with the provisions of Section 422 of the Code, or any
successor provision thereto, and any regulations promulgated thereunder.
(f) Limitations on Transfer. Options granted under this Plan, and any interest
therein, shall not be transferable or assignable by the Participant, and may not
be made subject to execution, attachment or similar process, otherwise than by
will or by the laws of descent and distribution, and shall be exercisable during
the lifetime of the Participant only by the Participant; provided, however; that
NQSOs held by a Participant may be transferred to such family members, trusts
and charitable institutions as the Committee, in its sole discretion, shall
approve, unless otherwise restricted from such transfer under the terms of the
Grant.
(g) Buyout Provisions. The Committee may at any time offer to buy out for a
payment in cash or Common Stock (including Restricted Stock), an Option
previously granted, based on such terms and conditions as the Committee shall
establish and communicate to the Participant at the time that such offer is
made.
(h) Notice. Options may be exercised only by delivery to the Company or its
representative of a stock option exercise instrument in a form approved by the
Committee from time to time (which may be in written, electronic or other form
selected by the Committee from time to time and need not be the same for each
Participant), stating the number of Shares being purchased, the restrictions
imposed on the Shares, if any, and such representations and agreements regarding
Participant's investment intent and access to information, if any, as may be
required by the Company to comply with the Applicable Laws, together with
payment in full of the exercise price for the number of Shares being purchased
or adequate provision therefor, in accordance with Section 6(i).
(i) Payment. Payment for Shares purchased upon exercise of an Option may be
made in cash (by check) or, unless otherwise provided by the Committee in its
sole discretion: (i) by cancellation of indebtedness of the Company to the
Participant; (ii) by surrender of Shares of Common Stock having a Fair Market
Value equal to the applicable exercise price of the Options; (iii) where
approved by the Committee in its sole discretion, by tender of a full recourse
promissory note having such terms as may be approved by the Committee and
bearing interest at a rate sufficient to avoid imputation of income under
Sections 483 and 1274 of the Code, provided that the portion of the exercise
price equal to the par value of the Shares, if any, must be paid in cash or
other legal consideration, and provided further that Participants who are not
employees or directors of the Company shall not be entitled to purchase Shares
with a promissory note unless the note is adequately secured by collateral other
than the Shares; (iv) by waiver of compensation due or accrued to the
Participant for services rendered; (v) pursuant to a broker-assisted "cashless
exercise" arrangement; or (vi) by any combination of the foregoing, in each such
case to the extent permitted by Applicable Law.
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<PAGE>
(j) Limitations on Exercise. In addition to exercise restrictions or other
vesting provisions set forth in any Grant, unless the Committee shall otherwise
determine, and except in the case of a Substitute Award, the exercisability of
an Option following termination of the Participant's employment shall be subject
to this Section 6(j).
(i) If the Participant ceases to be employed by the Company or any Parent,
Subsidiary or Affiliate of the Company for any reason except death or
disability, such Participant's Options may be exercised to the extent (and only
to the extent) that they would have been exercisable upon the date of
termination of the Participant's employment, within three (3) months after the
date of termination (or such shorter time period as may be specified in the
Grant), but in any event no later than the expiration date of the Option.
(ii) If the Participant's employment with the Company or any Parent,
Subsidiary or Affiliate of the Company is terminated because of the Disability
of the Participant, or if the Participant dies within three (3) months of his
termination of employment, the Participant's Options may be exercised to the
extent (and only to the extent) that they would have been exercisable on the
date of termination of the Participant's employment, by the Participant (or the
Participant's legal representative) within twelve (12) months after the date of
termination of employment (or such shorter time period as may be specified in
the Grant), but in any event no later than the expiration date of the Options.
(iii) If the Participant's employment with the Company or any Parent,
Subsidiary or Affiliate of the Company is terminated because of the death of the
Participant, the Participant's Options may be exercised to the extent (and only
to the extent) that they would have been exercisable on the first vesting date
occurring after such death as may be specified in the Grant and on the next
subsequent vesting date, by the Participant's legal representative within twelve
(12) months after the date of death (or such shorter period as may be specified
in the Grant), but in any event no later than the expiration date of the
Options.
(iv) A Participant's employment relationship shall be considered to have
terminated, and the Participant to have ceased to be employed by his or her
employer, on the earliest of:
(A) the date on which the Company, or any Parent, Subsidiary or Affiliate
of the Company, as appropriate, delivers to the Participant notice in a form
prescribed by the Company that the Company, or such other entity, is thereby
terminating the employment relationship (regardless of whether the notice or
termination is lawful or unlawful or is in breach of any contract of
employment),
(B) the date on which the Participant delivers notice in a form prescribed by
the Company, to the Company, or any Parent, Subsidiary or Affiliate of the
Company, as appropriate, that he or she is terminating the employment
relationship (regardless of whether the notice or termination is lawful or
unlawful or is in breach of any contract of employment),
(C) the date on which the Participant ceases to provide services to the
Company, or any Parent, Subsidiary or Affiliate of the Company, as appropriate,
except where the Participant is on an authorized leave of absence, or
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<PAGE>
(D) the date on which the Participant ceases to be considered an "employee"
under Applicable Law. The Committee shall have discretion to determine whether
a Participant has ceased to be employed by the Company or any Parent, Subsidiary
or Affiliate of the Company, as appropriate, and the effective date on which
such employment terminated or whether such Participant is on an authorized leave
of absence.
(v) In the case of a Participant who is a director, consultant, or adviser,
the Committee will have the discretion to determine whether the Participant is
"employed by the Company or any Parent, Subsidiary or Affiliate of the Company"
pursuant to the foregoing Sections.
(vi) The Committee may specify a reasonable minimum number of Shares that may
be purchased on any exercise of an Option, provided that such minimum number
will not prevent the Participant from exercising the full number of Shares as to
which the Option is then exercisable.
(k) Modification, Extension and Renewal of Options. The Committee shall have
the power to modify, extend or renew outstanding Options and to authorize the
grant of new Options in substitution therefore, provided that any such action
may not, without the written consent of the holder, impair any rights under any
Option previously granted.
Section 7. Stock Appreciation Rights.
The Committee, in its discretion, may grant Stock Appreciation Rights to
eligible Participants. The following provisions apply to such Stock Appreciation
Rights.
(a) Grant of Stock Appreciation Right. The Stock Appreciation Right shall
entitle the holder upon exercise to an amount for each Share to which such
exercise relates equal to the excess of (x) the Full Market Value on the date of
exercise of a Share over (y) the base or exercise price of the Common Stock as
set forth in the applicable Grant. Notwithstanding the foregoing, the Committee
may place limits on the amount that may be paid upon exercise of a Stock
Appreciation Right.
(b) Forfeiture of Option. If a Stock Appreciation Right is granted in tandem
with an Option, upon exercise of such Stock Appreciation Right, the related
Option shall no longer be exercisable and shall be deemed canceled to the extent
of such exercise.
(c) Form of Payment. The Company's obligation arising upon the exercise of a
Stock Appreciation Right may be paid currently or on a deferred basis with such
interest or earnings equivalent as may be determined by the Committee, and may
be paid in Common Stock or in cash, or in any combination of Common Stock and
cash, as the Committee, in its sole discretion, may determine.
(d) Other Provisions. The Grant evidencing a Stock Appreciation Rights shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Committee in its sole discretion. The
provisions of such Grants need not be the same with respect to each recipient.
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Section 8. Stock Purchase Rights.
(a) Rights to Purchase. Stock Purchase Rights to purchase Restricted Stock may
be issued either alone, in addition to, or in tandem with other awards granted
under the Plan. After the Committee determines that it will offer Stock Purchase
Rights under the Plan, it shall advise the offeree in writing of the terms,
conditions and restrictions related to the offer, including the number of Shares
that such person shall be entitled to purchase, the price to be paid, and the
time within which such person must accept such offer, which shall in no event
exceed 60 days from the date the Stock Purchase Right was granted. The offer
shall be accepted by execution of a Restricted Stock Purchase Agreement (the
"Purchase Agreement") in the form determined by the Committee.
(b) Repurchase Option. Unless the Committee determines otherwise, the Purchase
Agreement shall grant the Company a repurchase option exercisable upon the
voluntary or involuntary termination of the purchaser's employment with the
Company for any reason (including death or Disability). The purchase price for
Shares repurchased pursuant to the Purchase Agreement shall be the original
price paid by the purchaser and may be paid by cancellation of any indebtedness
of the purchaser to the Company. The repurchase option shall lapse at such rate
as the Committee may determine.
(c) Other Provisions. The Purchase Agreement shall contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined by
the Committee in its sole discretion. The provisions of Purchase Agreements need
not be the same with respect to each purchaser.
Section 9. Long-Term Performance Awards.
(a) Administration. Long-Term Performance Awards are stock bonus awards that
may be granted either alone or in addition to other awards granted under the
Plan. The Committee shall determine the nature, length and starting date of any
performance period (the "Performance Period") for each Long-Term Performance
Award, and shall determine the performance factors to be used in the
determination of a Long-Term Performance Award and the extent to which such
Long-Term Performance Awards have been earned. Long-Term Performance Awards may
vary from Participant to Participant and between groups of Participants and
shall be based upon the achievement of Company, Parent, Subsidiary or Affiliate,
or upon such individual performance factors or upon such other criteria as the
Committee may deem appropriate. Performance Periods may overlap and Participants
may participate simultaneously with respect to Long-Term Performance Awards that
are subject to different Performance Periods and different performance factors
and criteria. Long-Term Performance Awards shall be confirmed by, and be subject
to the terms of, a Long-Term Performance Award agreement. The terms of such
awards need not be the same with respect to each Participant. At the beginning
of each Performance Period, the Committee shall determine for each Long-Term
Performance Award subject to such Performance Period, the number of Shares to be
awarded to the Participant at the end of the Performance Period if and to the
extent that the relevant measures of performance for such Long-Term Performance
Award are met. Such number of shares of Common Stock may be fixed or may vary in
accordance with such performance or other criteria as maybe determined by the
Committee.
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(b) Adjustment of Awards. The Committee may adjust the performance factors
applicable to the Long-Term Performance Awards to take into account changes in
law, accounting and tax rules and to make such adjustments as the Committee
deems necessary or appropriate to reflect the inclusion or exclusion of the
impact of extraordinary or unusual items, events or circumstances in order to
avoid windfalls or hardships.
(c) Termination. Unless otherwise provided in the applicable Long-Term
Performance Award agreement, if a Participant terminates his or her employment
or his or her consultancy during a Performance Period because of death or
Disability, the Committee may provide for an earlier payment in settlement of
such award in such amount and under such terms and conditions as the Committee
deems appropriate. Except as otherwise provided in the applicable Long-Term
Performance Award agreement, if a Participant terminates employment or his or
her consultancy during a Performance Period for any other reason, then such
Participant shall not be entitled to any payment with respect to the Long-Term
Performance Award subject to such Performance Period, unless the Committee shall
otherwise determine.
(d) Form of Payment. The earned portion of a Long-Term Performance Award may be
paid currently or on a deferred basis with such interest or earnings equivalent
as may be determined by the Committee. Payment shall be made in the form of
cash, whole Shares, including Restricted Stock, or a combination thereof, either
in a lump sum payment or in installments, all as the Committee shall determine.
Section 10. Withholding Taxes.
(a) Withholding Generally. The Company shall have the right to withhold or
require the recipient to remit to the Company an amount sufficient to satisfy
federal, state, or local withholding tax requirements arising in connection with
the grant, exercise or settlement of any award under the Plan prior to the
delivery of any certificate or certificates for Shares or other amounts
hereunder.
(b) Stock Withholding. When a Participant incurs tax liability in connection
with the exercise or vesting of any Option, Right or Long-Term Performance
Award, which tax liability is subject to tax withholding under applicable tax
laws, and the Participant is obligated to pay the Company an amount required to
be withheld under applicable tax laws, the Participant may satisfy the
withholding tax obligation by electing to have the Company withhold from the
Shares otherwise to be delivered that number of Shares having a Fair Market
Value equal to the amount required to be withheld, determined on the date that
the amount of tax to be withheld is to be determined; provided however that the
Company shall not allow withholding of Shares (i) upon exercise or vesting of
any Option, Right or Long-Term Performance Award in an amount which exceeds the
minimum statutory withholding rates for federal, state and local tax purposes,
including payroll taxes or (ii) if such withholding is not permitted under local
laws. All elections by a Participant to have Shares withheld for this purpose
shall be made in accordance with procedures established by the Committee from
time to time.
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Section 11. Change of Control.
Unless specifically provided to the contrary in any Grant or Purchase Agreement,
upon a Change of Control, (a) unless outstanding Options and Rights are
effectively assumed by the surviving or acquiring corporation or otherwise
remain outstanding, such Options and Rights shall become fully vested and
exercisable, and any repurchase or resale restrictions applicable to any award
granted hereunder shall automatically lapse and such Options or Rights shall
expire on the consummation of such Change of Control transaction at such times
and on such conditions as the Committee shall determine and (b) if an Option or
Right is effectively so assumed or remains outstanding, and the Participant's
employment is terminated (within the meaning of Section 6 hereof) by the
surviving or acquiring corporation without cause within twelve (12) months after
the consummation of such Change of Control transaction, such Option or Right
shall accelerate and become immediately and fully exercisable, and any
repurchase or resale restrictions applicable to any such award shall
automatically lapse, upon such termination.
Section 12. Employment Relationship.
Nothing in the Plan or any award made hereunder shall interfere with or limit in
any way the right of the Company or of any Parent, Subsidiary or Affiliate to
terminate any Participant's employment or consulting relationship at any time,
with or without cause, nor confer upon any Participant any right to continue in
the employ or service of the Company or any Parent, Subsidiary or Affiliate.
Section 13. General Restriction.
Each award shall be subject to the requirement that, if, at any time, the
Committee shall determine, in its discretion, that the listing, registration, or
qualification of the Shares subject to such award upon any securities exchange
or under any state or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in connection
with, such award or the issue or purchase of Shares thereunder, such award may
not be exercised or paid in whole or in part unless such listing, registration,
qualification, consent, or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. The Committee shall be under no
obligation to obtain or seek such listing, registration, qualification, consent
or approval.
Section 14. Rights as a Stockholder.
The holder of an Option, Right or Long- Term Performance Award shall have no
rights as a stockholder with respect to any Shares covered by the Option, Right
or Long-Term Performance Award until the Shares subject to such award have been
entered upon the records of the duly authorized transfer agent of the Company.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such stock certificate so entered.
Section 15. Limitations on Assignment of Awards.
Except as otherwise provided in Section 6(f) hereof, no awards made hereunder
shall be assignable or transferable by the Participant except by will or by the
laws of descent and distribution and as otherwise consistent with the specific
Plan provisions relating thereto or as the Committee in its sole discretion
shall approve. During the life of the Participant, an Option, Right or Long-Term
Performance Award shall be exercisable only by him or her, or by a transferee as
permitted by Section 6(f) hereof and any award agreement.
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Section 16. Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board, the submission of the Plan to the stockholders of the Company for
approval, nor any provisions of the Plan shall be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including without limitation,
arrangements providing for the granting of Options otherwise than under the
Plan, and such arrangements may be either generally applicable or applicable
only in specific cases.
Section 17. Adoption and Stockholder Approval.
This Plan shall become effective on the date that it is adopted by the Board of
the Company, provided that the stockholders of the Company approve the plan
within twelve months from such date, in any manner permitted by applicable
corporate law.
Section 18. Term of Plan.
Awards may be granted pursuant to this Plan from time to time prior to the
expiration hereof, which shall occur on the date of the Company's Annual Meeting
of Stockholders in 2010.
Section 19. Amendment or Termination of Plan.
(a) Except to the extent prohibited by applicable law and unless otherwise
expressly provided in a Grant or Purchase Agreement or in the Plan, the Board
may amend, alter, suspend, discontinue, or terminate the Plan or any portion
thereof at any time, provided, however, that no such amendment, alteration,
suspension, discontinuation or termination shall be made without (i) stockholder
approval if such approval is necessary to comply with any tax or regulatory
requirement for which or with which the Board deems it necessary or desirable to
qualify or comply, or (ii) the consent of the affected Participant, if such
action would adversely affect the rights of such Participant under any
outstanding award. Notwithstanding anything to the contrary herein, the
Committee or its delegee may amend the Plan and/or adopt subordinate
arrangements, policies and programs in each case subject to the authority set
forth in Section 4 hereof, in such manner as may be necessary to enable the Plan
to achieve its stated purposes in any jurisdiction outside the United States in
a tax-efficient manner and in compliance with local rules and regulations by
adopting schedules of provisions to be applicable to awards granted in such
jurisdiction
(b) The Committee may waive any conditions or rights under, amend any term of,
or amend, alter, suspend, discontinue or terminate, any award theretofore
granted, prospectively or retroactively, without the consent of any relevant
Participant or holder or beneficiary of an award, provided, however, that no
such action shall impair the rights of any affected Participant or holder or
beneficiary under any award theretofore granted under the Plan.
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ATTACHMENT A TO PLAN
Number of Shares: ________ Date of Grant: ____________, 200__
STOCK OPTION AGREEMENT
Agreement made this___________day of___________________, 200___, between
_________________ ("Optionee") and Anything Internet Corporation, a Colorado
corporation (the "Company").
1. GRANT OF OPTION. The Company, pursuant to the provisions of the Company's
Incentive Stock Option Plan ("Plan"), attached hereto, hereby grants to the
Optionee, subject to the terms and conditions set forth or incorporated herein,
an Option to purchase from the Company all or any part of an aggregate of
__________ Common Shares, at the purchase price of $________ per Share. The
provisions of the Plan governing the terms and conditions of the Option granted
hereby are incorporated herein by reference. In the event of any
conflict between this Agreement and the Plan, the Plan shall control.
2. EXERCISE. This Option shall be exercisable in whole or in part (in multiples
of 100 Shares, unless for the balance of this Option) on or before
______________, 200__. This Option shall be exercisable by delivery to
the Company of a notice of election to exercise, in the form attached hereto,
specifying the number of Shares to be purchased and accompanied by payment of
the full purchase price. A copy of this Stock Option Agreement shall also be
delivered to the Company along with the notice of election of exercise, for the
Company's endorsement of exercise on Schedule I and return to the Optionee for
his or her records.
ANYTHING INTERNET CORPORATION
___________________________________
___________________________________
(Name of officer)
___________________________________
(Date)
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ATTACHMENT B TO PLAN (Suggested form of letter to be used for notification of
election to exercise. Please do not use this page, but follow this form in a
separately typed letter.)
Date _____________, 200___
Anything Internet Corporation
[address]
In accordance with Paragraph 2 of the Stock Option Agreement evidencing the
Option granted to me on ________ __, ____, I hereby elect to exercise this
Option to the extent of__________ Common Shares, by (circle method used):
1. A cashier's check, certified check, bank draft, or money order payable to
order of the Company in an amount equal to the option price; or
2. My notice to the Company that I intend to exercise in an "immaculate" or
"cashless" manner. Please consider my Option exercised to the extent
of _________ Common Shares which I am purchasing. Please keep that number
of Common Shares underlying the Option which equals (x) the aggregate
purchase price of the Common Shares I am purchasing, divided by (y)
the Fair Market Value per share on the date you receive this notice
of exercise, and issue me a certificate for the number of Common Shares
equal to the difference between what I am purchasing and the number of
shares you are to keep.
When the certificate for Common Shares which I have elected to purchase has been
issued, please deliver it to me, along with my endorsed Stock Option Agreement,
in the event there remains an unexercised balance of Shares under the Option, at
the following address:
___________________________________
___________________________________
___________________________________
Very truly yours,
___________________________________
Optionee Signature
Print Name:
___________________
SCHEDULE I
Unexercised Issuing Shares Payment
Shares Officer Date Purchased Received Remaining Initials
33
<PAGE>
EXHIBIT QUALIFIED OPTION AGMT
EXHIBIT
QUALIFIED OPTION
Number of Shares: ______ Date of Grant: __________, 200_____
STOCK OPTION AGREEMENT
Agreement made this___________day of___________________, 200___, between
_________________ ("Optionee") and Anything Internet Corporation (formerly known
as Anything, Inc.), a Colorado corporation (the "Company").
1. GRANT OF OPTION. The Company, pursuant to the provisions of the Company's
Incentive Stock Option Plan ("Plan"), attached hereto, hereby grants to the
Optionee, subject to the terms and conditions set forth or incorporated herein,
an Option to purchase from the Company all or any part of an aggregate of
__________ Common Shares, at the purchase price of $________ per Share. The
provisions of the Plan governing the terms and conditions of the Option granted
hereby are incorporated herein by reference.
In the event of any conflict between this Agreement and the Plan, the Plan shall
control.
2. EXERCISE. This Option shall be exercisable in whole or in part (in multiples
of 100 Shares, unless for the balance of this Option) on or before
______________, 200___.
This Option shall be exercisable by delivery to the Company of a notice of
election to exercise, in the form attached hereto, specifying the number of
Shares to be purchased and accompanied by payment of the full purchase price. A
copy of this Stock Option Agreement shall also be delivered to the Company along
with the notice of election of exercise, for the Company's endorsement of
exercise on Schedule I and return to the Optionee for his or her records.
ANYTHING INTERNET CORPORATION
_____________________________
(Name of officer)
(Date)
34
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ATTACHMENT TO QUALIFIED OPTION (Suggested form of letter to be used for
notification of election to exercise. Please do not use this page, but follow
this form in a separately typed letter.)
Date _____________, 200__
Anything Internet Corporation
[address]
In accordance with Paragraph 2 of the Stock Option Agreement evidencing the
Option granted to me on ________ __, ____, I hereby elect to exercise this
Option to the extent of__________ Common Shares, by (circle method used):
1. A cashier's check, certified check, bank draft, or money order payable to
order of the Company in an amount equal to the option price; or
2. My notice to the Company that I intend to exercise in an "immaculate" or
"cashless" manner. Please consider my Option exercised to the extent of ______
Common Shares which I am purchasing. Please keep that number of Common Shares
underlying the Option which equals (x) the aggregate purchase price of the
Common Shares I am purchasing, divided by (y) the Fair Market Value per share on
the date you receive this notice of exercise, and issue me a certificate for the
number of Common Shares equal to the difference between what I am purchasing and
the number of shares you are to keep.
When the certificate for Common Shares which I have elected to purchase has been
issued, please deliver it to me, along with my endorsed Stock Option Agreement,
in the event there remains an unexercised balance of Shares under the Option, at
the following address:
___________________________________
___________________________________
___________________________________
Very truly yours,
___________________________________
Optionee Signature
Print Name:
___________________
SCHEDULE I
Unexercised Issuing Shares Payment
Shares Officer Date Purchased Received Remaining Initials
35
<PAGE>
EXIBIT NONQUALIFIED OPTION AGMT
EXHIBIT
NONQUALIFIED OPTION
Number of Shares: __________ Date of Grant: ________, 200___
STOCK OPTION AGREEMENT
Agreement made this___________day of___________________, 200___, between
_________________ ("Optionee") and Anything Internet Corporation (formerly known
as Anything, Inc.), a Colorado corporation (the "Company").
1. GRANT OF OPTION. The Company, pursuant to the provisions of the Company's
Employment Agreement ("Agreement") attached hereto, hereby grants to the
Optionee, subject to the terms and conditions set forth or incorporated
herein, an Option to purchase from the Company all or any part of an
aggregate of __________ Common Shares, at the purchase price of $________
per Share. The provisions of the Agreement governing the terms and
conditions of the Option granted hereby are incorporated herein by
reference. Except for treatment of options on termination of employment,
which shall be governed by the Employment Agreement, and except for
provisions in the ISOP specifically related to qualified options, which do
not apply to these nonqualified options, the terms and provisions of the
Company's 2000 Incentive Stock Option Plan ("ISOP") hereby are incorporated
herein by reference and such terms and provisions of the ISOP shall govern
this option.
2. EXERCISE. This Option shall be exercisable in whole or in part (in
multiples of 100 Shares, unless for the balance of this Option) on or
before ______________, 200__.
This Option shall be exercisable by delivery to the Company of a notice of
election to exercise, in the form attached hereto, specifying the number of
Shares to be purchased and accompanied by payment of the full purchase price. A
copy of this Stock Option Agreement shall also be delivered to the Company along
with the notice of election of exercise, for the Company's endorsement of
exercise on Schedule I and return to the Optionee for his or her records.
ANYTHING INTERNET CORPORATION
______________________________
(Name of officer)
(Date)
36
<PAGE>
ATTACHMENT TO NONQUALIFIED OPTION (Suggested form of letter to be used for
notification of election to exercise. Please do not use this page, but follow
this form in a separately typed letter.)
Date _____________, 200__
Anything Internet Corporation
[address]
In accordance with Paragraph 2 of the Stock Option Agreement evidencing the
Option granted to me on ________ __, ____, I hereby elect to exercise this
Option to the extent of__________ Common Shares, by (circle method used):
1. A cashier's check, certified check, bank draft, or money order payable to
order of the Company in an amount equal to the option price; or
2. My notice to the Company that I intend to exercise in an "immaculate" or
"cashless" manner. Please consider my Option exercised to the extent of
______ Common Shares which I am purchasing. Please keep that number of
Common Shares underlying the Option which equals (x) the aggregate purchase
price of the Common Shares I am purchasing, divided by (y) the Fair Market
Value per share on the date you receive this notice of exercise, and issue
me a certificate for the number of Common Shares equal to the difference
between what I am purchasing and the number of shares you are to keep.
When the certificate for Common Shares which I have elected to purchase has
been issued, please deliver it to me, along with my endorsed Stock Option
Agreement, in the event there remains an unexercised balance of Shares
under the Option, at the following address:
___________________________________
___________________________________
___________________________________
Very truly yours,
___________________________________
Optionee Signature
Print Name:
___________________
SCHEDULE I
Unexercised Issuing Shares Payment
Shares Officer Date Purchased Received Remaining Initials
37
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