SCHEDULE 14C
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14C INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
By Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
CI4NET.COM, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
<PAGE>
Ci4net.com Inc.
Trafalgar House
11 Waterloo Place
London SW1Y4AU
Tel: 011-44-171-839-5152
INFORMATION STATEMENT
This Information Statement is being furnished to the
stockholders of Ci4net.com. Inc., a Delaware corporation
("Company"), on May 4, 2000 in connection with certain actions to
be taken by the written consent of the holders of a majority of
the issued and outstanding shares of the Company's Common Stock.
Such action is to be taken at 11:00 A.M., on June 1, 2000 at the
offices of the Company located at Trafalgar House, 11 Waterloo
Place, London SW1Y4AU.
Only stockholders of record at the close of business on
April 2, 2000 (the "Record Date") are entitled to notice of the
action taken by written consent. At the close of business on the
Record Date, taking into account the Reverse Stock Splits (as
defined below) the Company had 27,579,388 shares of its Common
Stock issued and outstanding, each share of which was entitled to
one vote. A vote of the majority of the issued and outstanding
shares of Common Stock is required to approve each action to be
considered in connection therewith. All stockholders of record as
of the Record Date may submit written consents to the Company
with respect to any or all of the matters to be acted upon;
however, no such consents are being solicited. No appraisal or
other similar rights are available to dissenters of the following
completed actions.
Correspondence with respect to the proposed Restated
Certificate of Incorporation should be addressed to the Secretary
of the Company at the Company's principal executive offices at
Trafalgar House, 11 Waterloo Place, London SW1Y4AU.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PROPOSED RESTATED CERTIFICATE OF INCORPORATION
Pursuant to a resolution adopted on April 3, 2000, the
Company's Board of Directors has unanimously recommended,
approved and adopted the attached Restated Certificate of
Incorporation (see Exhibit 1). A majority of the Company's
common shareholders intend to approve the Restated Certificate of
Incorporation on June 1, 2000 by majority written consent on June
1, 2000. Pursuant to Rule 14c-2 of the Securities Exchange Act of
1934, as amended, the Company, in connection with the taking of
this corporate action by the written authorization or consent of
its security holders, is transmitting this written information
statement to every security holder of the class that is entitled
to vote or give an authorization or consent in regard to any
matter to be acted upon and from whom proxy authorization or
consent is not solicited.
Reasons for the Restated Certificate of Incorporation
The Company is adopting and filing the Restated Certificate
of Incorporation in order to organize its original Certificate of
Incorporation and various certificates of amendments to the
Certificate of Incorporation under a single document, and to
further amend the currently amended certificate of incorporation
in the Restated Certificate of Incorporation in order to (i)
reflect the 1 for 15 reverse stock split effectuated on November
12, 1998 ("First Reverse Stock Split") relating to its
acquisition of Leisure Concepts International, Inc. (the "First
Reverse Stock Split") and the 1 for 15 reverse stock split
effectuated December 17, 1999 (the "Second Reverse Stock Split"
and together with the First Reverse Stock Split, the "Reverse
Stock Splits") relating to the Company's acquisition of
Ci4net.com Inc., (ii) provide the Board of Directors with the
power to adopt, amend or repeal the bylaws of the Company and
(iii) otherwise ratify all the items or events that are reflected
in the original Certificate of Incorporation. The Reverse Stock
Splits took effect on the respective record dates and all
transactions in the Company's securities since such record dates
have given effect thereto. Since its incorporation on December
29, 1995 as Overstreet Business Systems Inc., the Company has
changed its name several times, changed the amount of authorized
capital stock several times, made significant acquisitions,
changed its business twice and conducted two reverse stock
splits. The following bullet-form summary chronologically sets
forth the dates of the Reverse Stock Splits and those events
relating to the current capitalization of the Company:
Date / Event
November 12, 1998 Disnet effects a 1 for 15 reverse stock split
("First Reverse Stock Split") leaving 740,000 shares of stock
with the original holders and thereafter issues 7,400,000 shares
of stock to the shareholders of Leisure in connection with its
merger with Leisure Concepts International, Inc. ("Leisure").
December 2, 1999 Leisure changes its name to Ci4net.com Inc.
("Ci4net").
December 17, 1999 Ci4net effects a 1 for 15 reverse stock split
("Second Reverse Stock Split" and together with the First Reverse
Stock Split, the "Reverse Stock Splits") reducing the number of
issued and outstanding shares from 11,332,000 to 755,446 and
thereafter issues 20,500,00 to the shareholders of Ci4net in
connection with the acquisition of Ci4net by Leisure.
January 7, 2000 Ci4net amends its authorized capital to
120,000,000 shares, of which 100,000,000 shares are designated as
Common Stock at a par value of $.001 per share and 20,000,000
shares are designated as Preferred Stock at a par value of $.001
per share.
February 11, 2000 Ci4net amends its certificate of
incorporation to provide for blank check preferred stock.
Further Stockholder Approval Not Required
The Restated Certificate of Incorporation must be approved
by a majority of the shares entitled to vote thereon, and
shareholders representing a majority of the currently outstanding
shares entitled to vote intend by written consent to approve the
Restated Certificate of Incorporation and authorize the filing
thereof with the Secretary of the State of Delaware. Such
consent will be sufficient to approve the amendment under the
Delaware General Corporation Law (the "DGCL"), and no other vote
or consent of stockholders is necessary or will be sought in
connection with the amendment. ACCORDINGLY, THE COMPANY IS NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND THE
COMPANY A PROXY.
THE RESTATED CERTIFICATE OF INCORPORATION
Pursuant to Rule 14c-2, the Company is transmitting this
written information statement to every security holder of the
class that is entitled to vote or give an authorization or
consent in regard to any matter to be acted upon and from whom
proxy authorization or consent is not solicited
Information relating to the Restated Certificate of Incorporation
Over the past 16 months, the Company changed its name,
increased its authorized capital stock and consummated two
significant acquisitions whereby the target's shareholders were
issued a controlling interest in the newly constituted company
resulting in a change of control. The acquisitions resulted in a
significant modification to the Company' business plan. The
Reverse Stock Splits were effectuated in conjunction with these
acquisitions. The First Reverse Stock Split was approved on
November 12, 1998. The Second Reverse Stock Split was approved
on December 17, 1999. The Restated Certificate of Incorporation
of the Company evidencing the Reverse Stock Splits under the
Delaware General Corporation Law will be filed with the Secretary
of State of the State of Delaware no earlier than 20 days after
this Information Statement is sent to the shareholders of record
as of April 2, 2000.
The Restated Certificate of Incorporation also reflects an
amendment relating to providing the Board of Directors with the
power to adopt , amend or repeal the bylaws of the Company. The
Company believes that it is in its best interests to provide the
Board of Directors with such authority as the Company believes
that it is in a period of rapid change and growth which might
require it to amend its bylaws as it determines necessary
according to the circumstances.
No Changes to Outstanding Capital Stock and No Exchange
Contemplated
Since the Reverse Stock Splits have already been effectuated
and the Company does not believe that any of the shares issued
prior to the First Reverse Stock Split or the Second Reverse
Stock Split are outstanding, no exchange of stock certificates
nor any adjustment to the capital accounts is anticipated. The
cusip number for the Common Stock in existence is 171783202. If
you believe that you hold shares of the Company with a different
cusip number, please contact us at Ci4net.com Inc., Trafalgar
House, 11 Waterloo House, London SW1YAU, Attention: Lee Cole.
For informational purposes only, the shares in existence prior to
the First Stock Split are equivalent in value to 1/225 of the
value of the Common Stock. Shares in existence prior to the
Second Stock Split have a value equivalent to 1/15 of the Common
Stock. Apart from these changes, there were no other differences
between these shares and the Common Stock.
Resolutions Adopted
In connection with the Restated Certificate of
Incorporation, resolutions in substantially the following form
will be adopted by the written consent of the holders of a
majority of the Company's issued and outstanding shares of Common
Stock on June 1, 2000:
RESOLVED, that the Directors and Officers of the Company
are, and each of them is, hereby authorized and directed to
execute, deliver and file, as appropriate, such documents, if
any, as may be necessary or convenient with the Secretary of
State of the State of Delaware and such other Federal, state and
local authorities, and to take such other steps as are in their
sole judgment necessary or appropriate, to give effect to such
Restated Certificate of Incorporation including ratifying any
events reflected in the Certificate of Incorporation which have
not been, as of the date hereof, properly ratified by the
Company.
Further Information
For further information with respect to the Company, its
business and operations, and the Second Reverse Stock Split in
particular, see the Company's quarterly report on Form 10-Q/SB
for the quarter ended October 31, 1999, and the 8-K reports dated
December 17, 1999, and January 4, 2000, copies of which may be
obtained from the Company upon request, and which are
incorporated herein by reference.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Classes of Securities, Outstanding Shares, Votes:
Class Of Security Number of Outstanding Shares Number of Vote
to which Class is Entitled
Common 27,579,388 27,579,388
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the date of this
Information Statement, certain information concerning the shares
of Common Stock beneficially owned (i) by each director and
executive officer of the Company, (ii) by all executive officers
and directors of the Company as a group, and (iii) by each
stockholder that is known to the Company to be a beneficial owner
of more than 5% of the outstanding shares of Common Stock.
Unless otherwise indicated, the owners have sole voting and
investment power with respect to their respective shares.
<TABLE>
Name and
Address of Amount of Beneficial
Beneficial Owner Title of Class Ownership Percent of Class(1)
<S> <C> <C> <C>
Kevin R. Leech(2) Common 19,100,000 69.3%
Lee Cole(3) Common 1,000,000 3.6%
Magnus Gittins(4) Common 388,889 1.4%
All directors and
executive officers
as a group Common 20,488,889 74.3%
Total Common 27,579,388 100%
</TABLE>
(1) Based on a total of 27,579,388 shares of Common Stock outstanding as of the
Record Date. This number does not include any of the outstanding
preferred stock of the Company, which are not entitled to vote with respect
to any matters set forth in this Information Statement.
(2) Mr. Lee is a Director of the Company.
(3) Mr. Cole is a Director of the Company and his amount of beneficial
ownership includes 1,000,000 shares of common stock owned by
Melchrisea Holdings
Ltd, a company controlled by Mr. Cole.
(4) Mr. Gittins is the Chief Technology Officer of the Company.
By Order of the Board of Directors:
Name: Lee Cole
Title: Secretary
