SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)2))
[ ] Definitive Information Statement
GlobalNetCare, Inc
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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 O-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 O-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>
SCHEDULE 14C INFORMATION STATEMENT
PURSUANT TO REGULATION 14C OF THE SECURITIES EXCHANGE ACT
OF 1934 AS AMENDED
GlobalNetCare, Inc.
Suite 204, 65 Brunswick, Dollard des Ormaux,
Quebec, Canada H9B 2N4
To the Stockholders of GlobalNetCare, Inc.:
Notice is hereby given to holders of common stock (the "Common Stock") of
GlobalNetCare, Inc., a Florida corporation (the "Company") that the Board of
Directors of the Company have:
(i) approved an amendment to the Company's Articles of Incorporation to
increase the authorized shares of Common Stock of the Company from 20,000,000
shares to 100,000,000 shares; and
(ii) approved an amendment to the Company's Articles of Incorporation to
create 40,000,000 Class A Special Voting Shares in the capital of the Company
(the "Special Voting Shares")
(collectively, the "Amendments")
The Board of Directors approved the Amendments to the Articles of Incorporation
on May 4, 2000 and June 1, 2000, respectively. The Amendments will be approved,
not less than twenty days following the mailing of this Information Statement to
shareholders of record on the Record Date (as defined herein), by written
consents in lieu of a meeting executed by the holders of a majority of the
outstanding shares of Common Stock in accordance with the provisions of the
Florida Business Corporation Act. Accordingly, your consent is not required and
is not being solicited in connection with the Amendments.
The proposed Articles of Amendment, attached hereto as Appendix A, will become
effective when they are filed with the Secretary of State of the State of
Florida. The Company anticipates that such filing will occur on or about
August _____, 2000 (the "Effective Date") following receipt by the Company of
written consents by the holders of a majority of the outstanding shares of
Common Stock evidencing their approval of the Articles of Amendment.
The entire cost of furnishing this Information Statement will be borne by the
Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of Common Stock held of record by them.
The Board of Directors have fixed the close of business on June 30, 2000 as the
record date (the "Record Date") for the determination of stockholders who are
entitled to receive this Information
<PAGE>
Statement. This Information Statement is being mailed on or about July 31, 2000
to all stockholders of record as of the Record Date.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT
RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENTS.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
<PAGE>
DESCRIPTION OF THE COMPANY
-----------------------------
The Company offers health and medical information via its information website,
GlobalNetCare.com (the "Website"). The Website consists of several "Virtual
Medical Centers" that provide health care professionals and people seeking
information with an easy-to-use, interactive experience designed to address
their subjects of concern and to create individual virtual medical records.
Despite the efforts of the Company's management, the Website has not attracted
the number of users or advertisers the Company anticipated, and accordingly did
not generate the revenue required for the continued operation and maintenance of
the Website. The Website had not been updated since October, 1999. The
anticipated plans and operation of the Company, as described in its Form 10-SB
(amended) have not and will not be achieved or further pursued by the Company.
Due to its inability to generate sufficient revenues to continue operations, the
Company has decided to seek and identify a different line of business.
As disclosed in the Company's Quarterly Report on Form 10-QSB for the period
ended March 31, 2000 the Company has agreed to acquire all of the issued and
outstanding shares of Business Way Computer Centre Inc. ("BusinessWay") and
Cor-bit Peripherals Inc. ("Cor-bit"), both of which are private companies
incorporated under the laws of the province of Quebec. Cor-bit is a
manufacturer of computers, and has developed Internet software including a new
business-to-business model, data base search software, and an access-based
inventory management software link. Cor-bit is the exclusive supplier of
computers to BusinessWay franchise operations. BusinessWay operates a website,
"www.businessway.com" which will exist as a multiple e-business site and will
incorporate the operations of Cor-bit, as well as market the Cor-bit line of
computers.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
-----------------------------------------------------
The following table and text sets forth the names and ages of all directors,
executive officers and significant employees of the Company as of the Record
Date. All of the directors serve until the next annual meeting of shareholders
and until their successors are elected and qualified, or until their earlier
death, retirement, resignation or removal. Subject to any applicable employment
agreement, executive officers serve at the discretion of the Board of Directors,
and are appointed to serve until the first Board of Directors meeting following
the annual meeting of shareholders. Also provided is a brief description of the
business experience of each director, executive officer and significant employee
during the past five years and an indication of directorships held by each
director in other companies subject to the reporting requirements under the
federal securities laws.
Directors, executive officers and other significant employees:
<PAGE>
<TABLE>
<CAPTION>
POSITION HELD
NAME WITH THE COMPANY AGE DATE FIRST ELECTED OR APPOINTED
----------------- ----------------------------------------------- --- -------------------------------
<S> <C> <C> <C>
Nick Pedafronimos Director, Treasurer and Chief Financial Officer 43 November 4, 1998
----------------------------------------------- --- -------------------------------
Harvey Lalach . . Director and Chief Operating Officer 34 November 1, 1999
----------------------------------------------- --- -------------------------------
Patrick Power . . Director, President and Secretary 37 November 4, 1998
================= =============================================== === ===============================
</TABLE>
The backgrounds and experience of the Company's directors, executive officers
and other significant employees are as follows:
Nick Pedafronimos
In the past, Mr. Pedafronimos has acted as an advisor to management and has been
responsible for corporate finance as a director for a number of small publicly
trading companies. Since April, 1998, he has been a director of Cantex Mine
Development Corp. Mr. Pedafronimos was the founder and a director of Canadian
Mountain Minerals (August 1995 to April 1998) and he was the founder and
director of Goldtex Resources (June 1995 to April 1998). Mr. Pedafronimos is
responsible for the Company's equity financing. Mr. Pedafronomis became
involved with the Company through personal contact with Dr. George Tsoukas.
Although he does not have any medical or Internet experience, he has
considerable experience with the financing and operation of public companies and
was therefore asked to join the Company's Board of Directors.
Harvey Lalach
Mr. Lalach has been employed by the Company since 1998. Pursuant to an
employment agreement between the Company and Mr. Lalach dated November 1, 1999,
Mr. Lalach was appointed Chief Operating Officer. Between 1997 and 1998, Mr.
Lalach acted as Manager, Corporate Finance at Goldtex Resources, a company
listed on the Alberta Stock Exchange (now the Canadian Venture Exchange). From
1992 to 1997, Mr. Lalach was employed as a Branch Manager at TD Greenline
Investor Services. Mr. Lalach earned his Diploma in Natural Resource Management
from the British Columbia Institute of Technology in 1985.
Patrick Power
Mr. Power has experience in the operation and management of public companies and
since November of 1995, has acted as the President and a director for Everest
Mines and Minerals. In the past, Mr. Power has obtained experience in marketing
and business development by serving as director for numerous public companies
including Goldtex Resources (December 1996 to July 1998), Montello Resources
Ltd. (November 1993 to present), Sentinel Resources Ltd. (August 1993 to January
1995), Golden Rainbow Resources Inc. (September 1993 to December 1993) and Calco
Resources Ltd. (January 1992 to October 1994). Mr. Power is responsible for the
<PAGE>
Company's general administration. Mr. Power became involved with the Company
through personal contact with Dr. George Tsoukas. Although he does not have any
medical or internet experience, Mr. Power has experience with the financing and
operation of public companies and was therefore asked to join the Company's
Board of Directors. The above public companies that Mr. Power was involved were
or are listed on the Vancouver (the "VSE") or Alberta Stock Exchange (the "ASE")
or the Canadian Venture Exchange which was formed by the merger of the VSE and
the ASE effective November 26, 1999.
None of the Company's directors, executive officers, promoters or control
persons have been involved in any of the following events during the past five
years:
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
-----------------------------------------------------------------
Beneficial Ownership
As used in this section, the term "beneficial ownership" with respect to a
security is defined by Regulation 228.403 under the Securities Exchange Act of
1934, as amended, as consisting of: (1) any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise has
or shares voting power (which includes the power to vote, or to direct the
voting of such security) or investment power (which includes the power to
dispose, or to direct the disposition of, such security); and (2) any person
who, directly or indirectly, creates or uses a trust, proxy, power of attorney,
pooling arrangement or any other contract, arrangement or device with the
purpose or effect of divesting such person of beneficial ownership of a security
or preventing the vesting of such beneficial ownership.
Each person has sole voting and investment power with respect to the common
shares, except as otherwise indicated. Beneficial ownership consists of a
direct interest in the common shares, except as otherwise indicated.
As of the Record Date, the Company had a total of 16,283,127 common shares
($0.001 par value per common share) issued and outstanding.
<PAGE>
As of the Record Date, no person known to the Company was the beneficial owner
of more than five percent (5%) of the outstanding common shares of the Company
except the following:
<TABLE>
<CAPTION>
NAME AND ADDRESS
OF BENEFICIAL OWNER AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS(1)
----------------------------------- ------------------------------------------ ----------------------
<S> <C> <C>
Cede & Co.(2)
O. Box 222, Bowling Street Station
New York, New York 10274. . . . . . 7,622,487 common shares 46.8%
------------------------------------------ ----------------------
Jimmy Foussekis
Block A, Apt. 1414
La Cite 3600
Park Avenue
Montreal, Quebec H2X 3R2 . . . . . 1,310,000 common shares(3) 8.0%
------------------------------------------ ----------------------
Nick Pedafronimos . . . . . . . . . 1,355,000 common shares(4) 8.3
=================================== ========================================== ======================
<FN>
(1) Based on 16,283,127 common shares outstanding as of the Record Date.
(2) The Company does not have any information concerning the beneficial ownership of common shares
registered in the name of Cede & Co.
(3) Includes an option under a convertible promissory note, dated June 7, 2000 to receive, upon
conversion, up to 170,000 common shares.
(4) Includes the sale of up to 600,000 common shares pursuant to a financing agreement between the
Company and Nick Pedafronimos, dated June 7, 2000
</TABLE>
The following table lists, as of the Record Date, the number of common shares
beneficially owned, and the percentage of the Company's common shares so owned,
by each director and by all directors and executive officers as a group.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS(1)
======================== ========================================== ======================
<S> <C> <C>
Nick Pedafronimos. . . . 1,355,000 common shares (2) 8.3%
Patrick Power. . . . . . 13,500 common shares 0.1%
Harvey Lalach. . . . . . 500,000 common shares 3.1%
------------------------ ------------------------------------------ ----------------------
<FN>
(1) Based on 16,283,127 shares outstanding as of the Record Date and, as to a specific
person, shares issuable pursuant to the conversion or exercise, as the case may
be, of currently exercisable or convertible debentures, share purchase warrants and
stock options.
(2) Includes the sale of up to 600,000 common shares pursuant to a financing agreement
between the Company and Nick Pedafronimos, dated June 7, 2000.
</TABLE>
<PAGE>
MARKET FOR THE COMPANY'S STOCK AND RELATED STOCKHOLDER MATTERS
----------------------------------------------------------------------
The Company's common shares trade in the United States on the National
Association of Securities Dealers Over-the-Counter Bulletin Board (the "OTC
Bulletin Board") with the symbol "GBCR" and CUSIP# 37937Q-10-2.
The table set forth below lists the volume of trading and high and low bid
prices on the OTC Bulletin Board for the Company's common shares since December
9, 1998(1). The closing price on June 30, 2000 was $0.594.
<TABLE>
<CAPTION>
QUARTER ENDED VOLUME HIGH LOW
<S> <C> <C> <C>
June 30, 2000. . . . . 4,612,600 $1.438 $0.469
March 31, 2000 . . . . 11,217,100 $0.938 $0.250
December 31, 1999. . . 1,604,600 $0.938 $0.313
September 30, 1999 . . 895,900 $2.250 $0.750
June 30, 1999. . . . . 1,061,600 $3.130 $1.500
March 31, 1999 . . . . 332,900 $3.375 $2.250
December 9 to 31, 1998 495,400 $3.875 $2.000
====================== ========== ====== ======
<FN>
(1) The Company's common shares commenced trading on December 9, 1998. The
quotations above reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
</TABLE>
The Company's common shares are issued in registered form. Interwest Transfer
Co. Inc. (Suite 100, 1981 East 4800 South, Salt Lake City, Utah 84117) is the
registrar and transfer agent for the common shares.
On the Record Date, the shareholders' list for the Company's common shares
showed 52 registered shareholders and 16,283,127 shares outstanding. The
Company has researched indirect holdings registered to the various depository
institutions and stock brokerage firms, and estimates that there were
approximately 500 additional beneficial shareholders on the Record Date.
<PAGE>
The Company has not declared any dividends since incorporation and does not
anticipate that it will do so in the foreseeable future. Although there are no
restrictions that limit the ability to pay dividends on the Company's common
shares, the intention of the Company is to retain future earnings for use in its
operations and the expansion of its business.
AMENDMENTS TO THE COMPANY'S ARTICLES
----------------------------------------
The Company's Articles of Incorporation, as amended (the "Articles") authorizes
the issuance of 20,000,000 shares of Common Stock, $.001 par value. On May 4,
2000 the Board of Directors approved an amendment to the Articles to increase
the number of authorized shares of Common Stock from 20,000,000 to 100,000,000,
and on June 1, 2000 approved the creation of the class of Special Voting Shares
in the capital of the Company.
The general purpose and affect of the Amendments to the Company's Articles is to
authorize additional shares of Common Stock and the creation of the Special
Voting Shares. The Board of Directors believes that it is prudent to have the
additional shares of Common Stock and the Special Voting Shares available for
general corporate purposes, and in particular, the acquisition of all of the
issued and outstanding shares of common stock of Cor-bit and BusinessWay (the
"Acquisition"). The general terms of the Acquisition have been previously
disclosed in the Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 2000.
In furtherance of the Acquisition, the Company entered into a formal share
exchange agreement dated for reference June 30, 2000 (the "Share Exchange
Agreement") with the holders (the "Vendors") of all of the issued and
outstanding shares of BusinessWay and Cor-bit. Pursuant to the terms of the
Share Exchange Agreement, in order to facilitate Canadian tax planning by the
Vendors, the Company's wholly-owned subsidiary, 3739007 Canada Ltd., will issue
40,000,000 exchangeable preferred shares (the "Preferred Shares") to the Vendors
in consideration of all of the issued and outstanding shares of BusinessWay and
Cor-bit. Each Preferred Share will be exchangeable for one share of Common
Stock in the capital of the Company. In addition, three of the Vendors will be
entitled to receive from the Company one Special Voting Share for each Preferred
Share that will be issued to them in order to permit such Vendors to receive
notice of, and to vote at all general meetings of the Company's shareholders. A
total of 37,923,891 Special Voting Shares will be issued. Upon exchange of any
Preferred Shares, any Vendor who holds any Special Voting Shares will surrender
a like number of Special Voting Shares to the Company. A condition precedent to
the Share Exchange Agreement is the authorization of the Amendments to the
Company's Articles. However, shareholder approval of the Share Exchange
Agreement is neither required nor being sought.
The Company presently has 20,000,000 authorized shares of common stock. As of
the record date the Company had approximately 16,283,127 shares issued and
outstanding and of the remaining authorized but unissued shares the Company has
reserved approximately 842,000 shares pursuant to stock option and financing
agreements.
Except in connection with the reserved shares and the Acquisition described
above, the Company currently has no arrangements or understandings for the
issuance of additional shares of common stock, although opportunities for
acquisitions in equity financings could arise at any time. If the Board of
Directors deemed it to be in the best interests of the Company and the
stockholders to
<PAGE>
issue additional shares of common stock in the future from authorized shares,
the Board of Directors generally will not seek further authorization by both of
the stockholders, unless such authorization is otherwise required by law or
regulations.
DISSENTERS RIGHTS
------------------
Under Florida law, stockholders are not entitled to dissenter's rights of
appraisal with respect to the Company's proposed Amendments to its Articles of
Incorporation.
FINANCIAL AND OTHER INFORMATION
----------------------------------
For more detailed information on the Company, including financial statements,
you may refer to the Company's Form 10-KSB and Form 10-QSB, filed with the SEC.
Copies of these documents were mailed to all shareholders of the Company.
Additional copies are available on the SEC's EDGAR database at www.sec.gov or by
calling the Company.
<PAGE>
APPENDIX A
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GLOBALNETCARE, INC.
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended,
added or deleted)
ARTICLE IV
SHARES
"4.1 CAPITAL STOCK
-------------------
THE CAPITAL STOCK OF THIS CORPORATION SHALL CONSIST OF 100,000,000 SHARES OF
COMMON STOCK, $0.001 PAR VALUE, AND 40,000,000 CLASS A SPECIAL VOTING SHARES,
WITHOUT PAR VALUE.
4.2 SPECIAL VOTING SHARES - RIGHTS AND RESTRICTIONS
----------------------------------------------------------
THE CLASS A SPECIAL VOTING SHARES WILL HAVE THE FOLLOWING RIGHTS AND
RESTRICTIONS:
(A) EACH HOLDER OF CLASS A SPECIAL VOTING SHARES WILL BE ENTITLED TO
EXERCISE, AT ALL GENERAL MEETINGS OF THE CORPORATION, ONE VOTE FOR EACH CLASS A
SPECIAL VOTING SHARE HELD BY SUCH HOLDER.
(B) HOLDERS OF CLASS A SPECIAL VOTING SHARES SHALL HAVE NO RIGHTS TO
PARTICIPATE IN ANY RETURN OF CAPITAL OF THE CORPORATION ON A LIQUIDATION OR
OTHERWISE.
(C) CLASS A SPECIAL VOTING SHARES CARRY NO RIGHT TO RECEIVE DIVIDENDS."
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment not
contained in the amendment itself are as follows:
N/A
<PAGE>
THIRD: The date of each amendment's adoption: _________, 2000, to be
effective ________, 2000
FOURTH: Adoption Amendment(s) (CHECK ONE)
[ ] The amendment(s) was/were approved by the shareholders. The number of
votes cast for the amendment(s) was/were sufficient for approval.
[ ] The amendment(s) was/were approved by the shareholders through voting
groups.
The following statement must be separately provided for each voting group
entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) were sufficient for approval by
the holders of shares of Common Stock in the capital of the corporation"
(voting group)
[ ] The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
[ ] The amendment(s) was/were adopted by the incorporators without shareholder
action and shareholder action was not required.
Signed this _____ day of _____, 2000
Nick Pedafronimos
Chief Financial Officer/Treasurer/Director
