PRELIMINARY PROXY
FINANCIAL INTRANET, INC.
116 RADIO CIRCLE
MT. KISCO, NEW YORK 10549
Notice of Special Meeting of Stockholders
To our Stockholders:
A Special Meeting of Stockholders of Financial Intranet, Inc., a Nevada
corporation (the "Corporation" or "Company"), will be held on December 8, 2000,
at 7:30 a.m. local time , at the Company's corporate headquarters at 116 Radio
Circle, Mt. Kisco, New York 10549, to consider and act upon the following sole
matter. A proxy card for your use in voting on these matters is also enclosed.
1. Approving an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 100,000,000 to
500,000,000 as recommended by the Board of Directors.
All stockholders of record at the close of business on November 16, 2000
are entitled to notice of and to vote at the meeting.
Dated , November 16, 2000
By Order of the Board of Directors
Michael Sheppard
President
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Your Proxy is important no matter how many shares you own. Please mark your
vote, fill in the date, sign and mail it today in the accompanying
self-addressed envelope which requires no postage if mailed in the United
States.
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SPECIAL MEETING OF STOCKHOLDERS
OF
FINANCIAL INTRANET, INC.
December 8, 2000
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PROXY STATEMENT
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GENERAL INFORMATION
Proxy Solicitation
This Proxy Statement is furnished to the holders of Common Stock, $.001 par
value per share ("Common Stock") of Financial Intranet, Inc. ("Company") in
connection with the solicitation of proxies on behalf of the Board of Directors
of the Company for use at a Special Meeting of Stockholders ("Special Meeting")
to be held on December 8, 2000, or at any continuation or adjournment thereof,
pursuant to the accompanying Notice of a Special Meeting of Stockholders. The
purpose of the meeting and the matter to be acted upon are set forth in the
accompanying Notice of Special Meeting of Stockholders.
Proxies for use at the meeting will be mailed to stockholders on or about
November 18, 2000 and will be solicited chiefly by mail, but additional
solicitation may be made by telephone, telegram or other means of
telecommunications by directors, officers, consultants or regular employees of
the Company. The Company may enlist the assistance of brokerage houses,
fiduciaries, custodians and other like parties in soliciting proxies. All
solicitation expenses, including costs of preparing, assembling and mailing the
proxy material, will be borne by the Company.
Revocability and Voting of Proxy
A form of proxy for use at the meeting and a return envelope for the proxy
are enclosed. Stockholders may revoke the authority granted by their execution
of proxies at any time before their effective exercise by filing with the
Secretary of the Company a written revocation or duly executed proxy bearing a
later date or by voting in person at the meeting. Shares represented by executed
and unrevoked proxies will be voted in accordance with the choice or
instructions specified thereon. If no specifications are given, the proxies
intend to vote "FOR" the increase of the number of authorized shares of Common
Stock as described in Proposal No. 1, "FOR" an amendment to Article FOURTH of
the Company's Certificate of Incorporation to increase of the number of
authorized shares of Common Stock, $.001 par value, from 100,000,000 to
500,000,000. Proxies marked as abstaining will be treated as present for
purposes of determining a quorum for the Special Meeting, but will not be
counted as voting in respect of any matter as to which abstinence is indicated.
Record Date and Voting Rights
Only stockholders of record at the close of business on November 16, 2000
are entitled to notice of and to vote at the Annual Meeting or any continuation
or adjournment thereof. On that date there were 85,163,416 shares of the
Company's Common Stock outstanding. Each share of Common Stock is entitled to
one vote per share. Any share of Common Stock held of record on November 16,
2000 shall be assumed, by the Board of Directors, to be owned beneficially by
the record holder thereof for the period shown on the Company's stockholder
records. The affirmative vote of stockholders owning a majority of the
outstanding shares of Common Stock is required to approve an amendment to the
Company's Articles of Incorporation to authorize the increase of the number of
authorized shares of Common Stock, $.001 par value, from 100,000,000 to
500,000,000.
Directors and officers of the Company and certain other Shareholders
holding approximately 2.65% of the outstanding Common Stock of the Company held
of record on November 16, 2000 intend to vote "FOR" approval of an amendment to
the Company's Articles of Incorporation to authorize the increase the number of
authorized shares of Common Stock.
<PAGE>
PROPOSAL NO. 1
TO AMEND ARTICLE FOURTH OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors of the Company has unanimously adopted, subject to
stockholder approval, a resolution to amend Article FOURTH of the Company's
Certificate of Incorporation to increase the number of authorized shares of the
Company's Common Stock, $.001 par value, from 100,000,000 to 500,000,000.
The resolution approved by the Board of Directors amending the second
sentence of Article FOURTH is as follows:
"The total shares of stock which the Corporation shall be authorized to
issue shall include 500,000,000 shares of Common Stock with a par value per
share of $.001."
While the Board of Directors has not made any other specific arrangements
which contemplate the issuance of additional shares of Common Stock, the Board
deems it advisable to authorize for issuance a sufficient number of shares of
Common Stock for proper corporate purposes and to enable the Company to take
advantage of favorable opportunities which may arise in the future. At such time
as the Company determines to issue additional shares of Common Stock, the
purpose of such issuance and the nature of any consideration that may be
received therefor will be determined without further authorization or action by
stockholders. The issuance of any additional shares of Common Stock may result
in a dilution of the voting power of the holders of outstanding shares of Common
Stock and their equity interest in the Company. Holders of Common Stock do not
have pre-emptive rights. Although not intended as an anti-takeover device,
issuing additional shares of Common Stick could impede a non-negotiated
acquisition of the Company by diluting the ownership interests of a substantial
shareholder, increasing the total amount of consideration necessary for a person
to obtain control of the Company or increasing the voting power of friendly
third parties
Approval of the amendment to Article FOURTH of the Company's Certificate of
Incorporation requires the affirmative vote of holders of a majority of the
Company's outstanding Common Stock.
The Board of Directors recommends that the stockholders vote "FOR" approval
of this Proposal No.1.
BY ORDER OF
THE BOARD OF DIRECTORS
MICHAEL SHEPPARD
President and Chairman of the Board
Mt. Kisco, New York
November 16, 2000
<PAGE>
SPECIAL MEETING OF STOCKHOLDERS
FINANCIAL INTRANET, INC.
P R O X Y
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Michael Sheppard and Maura Marx as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the shares of the common stock
of Financial Intranet, Inc. held of record by the undersigned on November 16,
2000, at a Special Meeting of Stockholders to be held on December 8, 2000, or
any adjournment thereof.
1. APPROVAL OF AN AMENDMENT TO ARTICLE FOURTH OF THE COMPAN S CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK,
$.001 PAR VALUE, FROM 100,000,000 TO 500,000,000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSAL 1.
Please sign name exactly as appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: , 2000
__________________
Signature
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY USING THE ENCLOSED ENVELOPE
If you have had a change of address, please print or type your new
address(s) on the line below.
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