<PAGE>
================================================================================
SCHEDULE 14A 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:
[_] 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 Section 240.14a-11(c) or Section 240.14a-12
Information-Highway.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)(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 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:
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Notes:
<PAGE>
INFORMATION-HIGHWAY.COM, INC.
#185-10751 Shellbridge Way
Richmond, British Columbia V6X 2W8
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 9th, 1999
To the Shareholders of Information-Highway.com, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Information-
Highway.com, Inc. (the "Company") will be held in Salon #216 of the Holiday Inn,
Vancouver Airport, 10720 Cambie Road, in Richmond, British Columbia, Canada on
Thursday, December 9th, 1999, at 10:00 a.m. for the purpose of considering and
voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect four (4) Directors for a term of one year
or until their successors have been elected and qualified.
2. APPROVAL OF AUDITORS. Approval of Elliott Tulk Pryce Anderson as auditors
until the close of the next Annual Meeting.
3. WHATEVER OTHER BUSINESS may properly come before the Annual Meeting or any
adjournments thereof.
Only those shareholders of record at the close of business on October 29th, 1999
shall be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof.
Further information regarding voting rights and the business to be transacted at
the Annual Meeting is given in the accompanying Proxy Statement. Your continued
interest as a shareholder in the affairs of the Company, its growth and
development, is genuinely appreciated by the directors, officers and personnel
who serve you.
November 8th, 1999 BY ORDER OF THE BOARD OF DIRECTORS
/s/ John Robertson
John Robertson, President
================================================================================
YOUR VOTE IS IMPORTANT
----------------------
Whether or not you plan to attend the Annual Meeting,
please sign and date your Proxy card.
================================================================================
<PAGE>
INFORMATION-HIGHWAY.COM, INC.
#185-10751 Shellbridge Way
Richmond, British Columbia V6X 2W8
CANADA
PROXY STATEMENT
This Proxy Statement and the accompanying Proxy are being sent to shareholders
on or about November 11th, 1999 for use in connection with the Annual Meeting of
Shareholders (the "Annual Meeting") of Information-Highway.com, Inc. (the
"Company") to be held on Thursday, December 9th, 1999. Only those shareholders
of record at the close of business on October 29th, 1999, the record date, shall
be entitled to vote. The number of shares of the Company's common stock (the
"Common Stock"), outstanding and entitled to vote at the Annual Meeting is
7,041,401.
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
the Company, with the cost of solicitation borne by the Company. Solicitation
may be made by directors and officers of the Company. Solicitation may be made
by use of the mails, by telephone, facsimile and personal interview. The Company
does not expect to pay any compensation for the solicitation of proxies, except
to brokers, nominees and similar recordholders for reasonable expenses in
mailing proxy materials to beneficial owners.
If the enclosed Proxy is duly executed and received in time for the Annual
Meeting, it is the intention of the persons named in the Proxy to vote the
shares represented by the Proxy FOR the four nominees listed in this Proxy
Statement and FOR the other items listed in the Proxy, unless otherwise
directed. Any proxy given by a shareholder may be revoked before its exercise by
notice to the Company in writing, by a subsequently dated proxy, or at the
Annual Meeting prior to the taking of the shareholder vote. The shares
represented by properly executed, unrevoked proxies will be voted in accordance
with the specifications in the Proxy. Shareholders have one vote for each share
of Common Stock held, including the election of directors. Shareholders are not
entitled to cumulate their votes in the election of directors.
BUSINESS OF THE MEETING
There are two matters being presented for consideration by the shareholders at
the Annual Meeting, the election of four (4) directors and the approval of
Elliott Tulk Pryce Anderson as auditors of the Company.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
--------------------------------------
General
The Company's Bylaws ("Bylaws") provide that the number of directors must fall
within a range of 2 to 9, the exact number to be determined by the shareholders.
Directors are elected for a term of one year and until their successors have
been elected and qualified. There are currently three (3) directors of the
Company.
Information with Respect to Nominees
The following table set forth certain information with respect to the nominees
for director. The table includes their ages and their principal occupations.
John Robertson and Jennifer Lorette have been directors since the Company was
founded, James Vandeberg was appointed to the Board of Directors in
<PAGE>
January 1999 and Donna Moroney is a nominee for director. The table also
indicates the number of shares of Common Stock beneficially owned by each
individual on October 31st, 1999 (including exercisable options) and the
percentage of Common Stock outstanding on that date that the individual's
holdings represented.
<TABLE>
<CAPTION>
Shares
Principal Occupation Beneficially Owned
Name and Age of Director as of Sept. 9th, 1999
- ------------------------- ------------------------------------ ----------------------------
<S> <C> <C>
John G. Robertson 58 President and Chief Executive 3,209,000 shares
Officer 45.6%
James L. Vandeberg 55 Partner, Vandeberg Johnson & Gandara 76,000 shares
1.08%
Jennifer Lorette 27 Secretary, Treasurer and Chief 149,500 shares
Financial Officer 2.1%
Donna M. Moroney 39 Consultant 45,000
0.64%
</TABLE>
John G. Robertson - President, Chief Executive Officer and a Member of the Board
of Directors
Since June 1997 Mr. Robertson has been President, Chief Executive Officer and a
Director of the Company and its predecessor Information Highway, Inc. Mr.
Robertson has been the President and Principal Executive Officer and a Director
of IAS Communications, Inc., an Oregon corporation traded on the OTC bulletin
board, which is developing a new type of antenna system, since its formation in
1994. Mr. Robertson has been the Chairman, President and Chief Executive Officer
of REGI, U.S., Inc., an Oregon corporation traded on the OTC bulletin board,
since July 1992. Since October 1984 Mr. Robertson has been President and a
Director of Reg Technologies Inc., a British Columbia corporation listed on the
Vancouver Stock Exchange that has financed the research on the Rand Cam Engine
(REGI U.S.'s principal product) since 1986. REGI U.S. is ultimately controlled
by Reg Technologies Inc. Mr. Robertson is also the President and Founder of
Teryl Resources Corp., a public company trading on the Vancouver Stock Exchange
involved in gold, diamond, and oil and gas exploration. He is also President of
Flame Petro Minerals Corp., a public company trading on the Alberta stock
Exchange with interests in oil and gas and gold prospects. Since May 1977 Mr.
Robertson has been President and a member of the Board of Directors of SMR
Investments Ltd., a British Columbia corporation engaged in the business of
management and investment consulting.
James L. Vandeberg - Vice-President, Chief Operating Officer and a Member of the
Board of Directors
Mr. Vandeberg became Vice-President, Chief Operating Officer and a Director of
the Company in February 1999. Mr. Vandeberg became a Director of IAS
Communications, Inc., an Oregon corporation traded on the OTC bulletin board, in
November 1998, and its Chief Operating Officer in August 1999. Mr. Vandeberg is
a partner in the Seattle, Washington law firm of Vandeberg Johnson & Gandara. He
has served as counsel to the Company and its predecessor IHI since 1997. Mr.
Vandeberg's practice focuses on the corporate finance area, with an emphasis on
securities and acquisitions. Mr. Vandeberg was previously general counsel and
secretary of two NYSE companies. He is a member and former director of the
American Society of Corporate Secretaries. He became a member of the Washington
Bar Association in 1969 and of the California Bar Association in 1973. Mr.
Vandeberg graduated cum laude from the University of Washington with a Bachelor
of Arts degree in accounting in 1966, and from New York University School of Law
in 1969, where he was a Root-Tilden Scholar.
2
<PAGE>
Jennifer Lorette - Vice-President, Chief Financial Officer, Principal Accounting
Officer and a member of the Board of Directors
Since June 1997 Ms. Lorette has been Vice-President, Chief Financial Officer,
Principal Accounting Officer and a member of the Board of Directors of the
Company and its predecessor Information Highway, Inc. Since February 1995 Ms.
Lorette has been Secretary/Treasurer, Principal Financial Officer and Principal
Accounting Officer of IAS Communications Inc., an Oregon corporation traded on
the OTC bulletin board. Since June 1994 Ms. Lorette has been Vice President and
Chief Financial Officer of REGI U.S., Inc., an Oregon corporation traded on the
OTC bulletin board. Since April 1994 she has also been Vice President of
Administration for Reg Technologies, Inc., a British Columbia corporation listed
on the Vancouver Stock Exchange. REGI U.S. is ultimately controlled by Reg
Technologies Inc. Since June 1994 Ms. Lorette has also been Chief Financial
Officer and Vice President of Flame Petro-Minerals Corp.
Donna M. Moroney - Vice-President, Legal and Administration and Nominee Director
Ms. Moroney has been a consultant to public companies since 1992. She has been
an officer of the Company since January 1998. She is a director of Flame Petro-
Minerals Corp., an Alberta Stock Exchange company, since 1998. She is an officer
of Teryl Resources Corp., a Vancouver Stock Exchange Company, a director and
officer of Teryl, Inc., an officer of Information-Highway.com, Inc., an OTC
bulletin board company and an officer of Sun Devil Gold Corp. and International
Tower Hill Mines Ltd., both British Columbia companies trading on the Vancouver
Stock Exchange. Ms. Moroney has also been an instructor of corporate/securities
law for legal assistants.
Information Regarding the Board of Directors and Management
The following sets forth information concerning the Board of Directors and
management of the Company during the fiscal year ended May 31st, 1999.
Board of Directors Meetings
The Company has held seven Board meetings since its last annual meeting and it
passed thirty-five consent resolutions approved by all directors.
Board Committees
The Board of Directors does not have any committees.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, no
officer, director or beneficial owner of more than ten percent of the Common
Stock of the Company failed to file on a timely basis reports required to be
filed by Section 16(a) of the Exchange Act during the most recent fiscal year.
Significant Employees:
Cristian Rodriguez - Manager of Information Systems and Senior Network System
Administrator
3
<PAGE>
Mr. Rodriguez is 28 years old. He is the Manager of Information Systems and
Senior Network System Adminstrator of the Company, and has held that position
since joining the Company in 1996. Prior to that Mr. Rodriguez was a private
consultant assisting clients with Internet services, networking and computer
hardware. Mr. Rodriguez attended Vancouver Film School and received a
Certificate for 3D Animation.
Kevin Brook - President, Toronto Operating Unit
Mr. Brook is 40 years old. He is President of the Toronto operating unit, and
has held that position since joining the Company in 1997. Prior to joining the
Company he was a vice president at Bell Canada in the Global Link division.
Jack Wasserman - Vice-President, Toronto Operating Unit
Mr. Wasserman is 50 years old. He is Vice-President of the Toronto operating
unit and has held that position since joining the Company in 1995. Prior to that
Mr. Wasserman was an accountant with World Tel (Toronto) Internet, Inc. Mr.
Wasserman received his accounting designation with Arthur Andersen and Company,
in 1976 in the province of Ontario.
Carol Coleman
Ms. Coleman is a Chartered Accountant with over 10 years of experience in the
accounting industry. Her accounting background is in a variety of areas
including manufacturing and high-tech. Ms. Coleman's duties as Controller of the
Company include management of the accounting, management reporting, banking,
insurance and payroll.
Family Relationships - none.
Involvement in Certain Legal Proceedings.
To the best knowledge of the Officers and Directors of the Company, neither the
Company nor any of its Officers, Directors or nominees are parties to any legal
proceeding or litigation other than as described below. Further, the Officers
and Directors know of no threatened or contemplated legal proceedings or
litigation other than as described below. None of the Officers and Directors
have been convicted of a felony or none have been convicted of any criminal
offense, felony and misdemeanor relating to securities or performance in
corporate office. To the best of the knowledge of the Officers and Directors, no
investigations of felonies, misfeasance in office or securities investigations
are either pending or threatened at the present time.
A Writ of Summons and Statement of Claim was filed against the Company in the
Supreme Court of British Columbia in April 20, 1999 by a former employee and
spouse of the employee (the "Plaintiffs"). The employee was retained by the
Company as a consultant on or about December 1996 and was subsequently
terminated for cause by the Company in December 1997. The Plaintiffs are seeking
monetary damages related to the alleged remuneration pursuant to the agreement
and a stock option between the Company and the employee. The total damages
claimed amounts to $597,000 including alleged unpaid remuneration and a stock
option benefit. The Plaintiff's are also claiming 5% of business revenue from
the operating subsidiary in Vancouver, Canada. This subsidiary operated at a net
loss from operations during the period from acquisition in December 1996 to
date. The Company believes that the Plaintiff's alleged claim is without legal
or factual basis and therefore it has not accrued any potential losses resulting
from this claim except for legal fees paid in establishing the defence. The
Company intends to vigorously defend this action.
4
<PAGE>
Compensation of Directors and Officers
Summary Compensation Table
The following table sets forth compensation awarded to, earned by or paid to Mr.
Robertson for the designated fiscal years. No executive officer had an annual
salary and bonus in excess of $100,000 during the past three fiscal years. The
information contained in the table relates to the Company's predecessor (now its
subsidiary), Information Highway, Inc., prior to the February 1999
reorganization. Pursuant to paragraph (a)(5) of Item 402 of Regulation S-B, the
table omits columns that are not applicable to Mr. Robertson's compensations.
<TABLE>
<CAPTION>
(a) (b) (e) (g)
Name and Principal Position Year Other Annual Securities Underlying
Compensation ($) Options/SARS (#)
<S> <C> <C> <C>
John G. Robertson 1999 575,500 (1) 300,000
President, Chief Executive Officer 1998 48,000 (2) 150,000
1997 30,000 (3)
</TABLE>
(1) On February 23, 1999, Mr. Robertson exercised 150,000 stock options with an
exercise price of $0.50 per share. Based on the closing market price of the
Company's stock of $3,75 on February 24, 1999, its first day of trading,
according to the rules of the Securities and Exchange Commission, the
exercise resulted in compensation to Mr. Robertson of $487,500.
The Company paid Access Information Services, Inc. a management fee of
$2,500 per month and an additional $1,500 per month for rent and
secretarial services each month. Access Information Services, Inc. is a
corporation owned by a trust of which Mr. Robertson is one of three voting
trustees and of which Kelly Robertson, Mr. Robertson's daughter, is the
beneficiary. The Company has disclosed the entire amount of these payments,
$48,000, as other compensation paid to Mr. Robertson, due to his shared
control over the trust, even though he will not receive this amount in
cash.
(2) The Company paid Access Information Services, Inc. a management fee of
$2,500 per month and an additional $1,500 per month for rent and
secretarial services each month. Access Information Services, Inc. is a
corporation owned by a trust of which Mr. Robertson is one of three voting
trustees and of which Kelly Robertson, Mr. Robertson's daughter, is the
beneficiary. The Company has disclosed the entire amount of these payments,
$48,000, as other compensation paid to Mr. Robertson, due to his shared
control over the trust, even though he will not receive this amount in
cash.
(3) The Company paid Access Information Services, Inc. a management fee of
$2,500 per month and an additional $1,500 per month for rent and
secretarial services each month from inception (October 15, 1996). Access
Information Services, Inc. is a corporation owned by a trust of which Mr.
Robertson is one of three voting trustees and of which Kelly Robertson, Mr.
Robertson's daughter, is the beneficiary. The Company has disclosed the
entire amount of these payments, $30,000, as other compensation paid to Mr.
Robertson, due to his shared control over the trust, even though he will
not receive this amount in cash.
The following table sets forth certain information concerning grants of stock
options pursuant to stock option plans to the named Executive Officer during the
year ended May 31, 1999.
5
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
<TABLE>
<CAPTION>
(a) (b) (c) (d) (d) (e)
% of Total
Number of Options/ Market Price
Securities SARs of
Underlying Granted to Underlying
Options/ Employees in Exercise Security on Expiration
Name SARs Granted Fiscal Year Price Grant Date Date
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John G. Robertson 300,000 50.4% $4.00 $4.50 May 21, 2004
</TABLE>
The following table sets forth certain information concerning exercises of stock
options pursuant to stock option plans by the named Executive Officer during the
year ended May 31, 1999 and stock options held at year end.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John G. Robertson 150,000 487,500 300,000/-0- -0-(1)/-0-
</TABLE>
(1) Mr. Robertson's 300,000 options were not in-the-money based on the May 28,
1999 closing price of $3.75 for the Company's common stock.
The Company does not have any Long Term Incentive Plans. Directors receive no
compensation for their service as such, although they do receive reimbursement
for reasonable expenses incurred in attending meetings of the Board of
Directors. In addition to the options granted to Mr. Robertson, Ms. Lorette and
Mr. Vandeberg each were granted options to purchase 50,000 shares of the
Company's common stock, due in part to their service as directors. Ms. Lorette's
options, granted during fiscal year 1998, are fully vested, have an exercise
price of $0.50 per share and must be exercised by January 26, 2003. Mr.
Vandeberg's options, granted during fiscal year 1999, are fully vested, have an
exercise price of $0.75 per share and must be exercised by January 18, 2004. The
Company has no obligation or policy to grant stock options to directors.
The Company may in the future create retirement, pension, profit sharing,
insurance and medical reimbursement plans covering its Officers and Directors.
At the present time, no such plans exist. No advances have been made or are
contemplated by the Company to any of its Officers or Directors.
The Company does not have any employment contracts, termination of employment
and change of control arrangements.
Security Ownership of Certain Beneficial Owners and Management
6
<PAGE>
The following table sets forth, as of October 31, 1999 and assuming exchange of
all shares of Information Highway, Inc. for shares of the Company as of February
23, 1999, the outstanding Common Stock of the Company owned of record or
beneficially by each Executive Officer and Director and by each person who owned
of record, or was know by the Company to own beneficially, more than 5% of the
Company's Common Stock, and the shareholdings of all Executive Officers and
Directors as a group.
<TABLE>
<CAPTION>
Percentage of
Name Shares Owned Shares Owned
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
John G. Robertson (1)(2), President and member of the 3,209,000 45.6%
Board of Directors
- -------------------------------------------------------------------------------------------------------
Jennifer Lorette (1)(3) 149,500 2.1%
Executive Vice President, Secretary/Treasurer, Chief
Financial Officer and a member of the Board of
Directors
- -------------------------------------------------------------------------------------------------------
James L. Vandeberg (1)(3) 76,000 1.1%
member of the Board of Directors
- -------------------------------------------------------------------------------------------------------
Robertson Family Trust (4) 2,614,000 37.1%
- -------------------------------------------------------------------------------------------------------
Access Information Services Inc. (5) 564,000 8.0%
- -------------------------------------------------------------------------------------------------------
Kevin Brook (6) 405,000 5.8%
- -------------------------------------------------------------------------------------------------------
Jack Wasserman (6) 430,000 6.1%
- -------------------------------------------------------------------------------------------------------
ALL EXECUTIVE OFFICERS & DIRECTORS AS A GROUP (Three 3,434,500 48.8%
Individuals) (7)
- -------------------------------------------------------------------------------------------------------
</TABLE>
Except as noted below, all shares are held of record and each record shareholder
has sole voting and investment power.
(1) These individuals are the Executive Officers and Directors of the Company
and may be deemed to be "parents or founders" of the Company as that term
is defined in the Rules and Regulations promulgated under the 1933 Act.
(2) Includes 2,614,000 shares owned or controlled by the Robertson Family
Trust, 70,000 shares owned of record by SMR Investments, Ltd, a corporation
controlled by Susanne Robertson, wife of Mr. Robertson, 20,000 shares owned
of record by Mrs. Robertson, and 300,000 options that are currently
exercisable. Mr. Robertson is one of three trustees of the Robertson Family
Trust, which acts by the majority vote of the three trustees. Mr. Robertson
disclaims beneficial ownership of the shares owned or controlled by the
Robertson Family Trust. Mr. Robertson's address is the same as the
Company's.
(3) Includes 50,000 options that are currently exercisable. Ms. Lorette's
address is the same as the Company's. Mr. Vandeberg's address is Vandeberg
Johnson & Gandara, One Union Square, Suite 2424, Seattle, Washington.
(4) Includes 564,000 shares owned of record by Access Information Services, a
corporation owned by the trust. The address of the Robertson Family Trust
is 185 - 10751 Shellbridge Way, Richmond, British Columbia V6X 2W8, Canada.
The trust acts by majority vote of its three trustees: (i) Mr. Robertson;
(ii) Susanne Robertson, Mr. Robertson's wife, 4040 Amundsen Place,
Richmond, BC V7C 4L8; and (iii) Eric Hanson, 4620 Britannia St., Richmond,
B.C. The
7
<PAGE>
sole beneficiary is Kelly Robertson, daughter of Mr. and Mrs. Robertson,
#401 12633 No. 2 Road, Richmond, B.C. V7E 6N5.
(5) Access Information Services is a corporation owned by the Robertson Family
Trust. Its address is 185 - 10751 Shellbridge Way, Richmond, British
Columbia V6X 2W8, Canada.
(6) Includes 75,000 options that are currently exercisable. Messrs. Brook's and
Wasserman's address is the same as the Company's.
(7) Includes 400,000 options that are currently exercisable. Also see Note (2)
above regarding share ownership attributed to Mr. Robertson.
Changes in Control
There are no arrangements known to the Company the operation of which may result
in a change of control of the Company.
Certain Relationships and Related Transactions
At May 31, 1999 and 1998 the Company owed the amounts set forth below to the
following affiliated companies:
<TABLE>
<CAPTION>
May 31,
Affiliate 1999 1998 Nature of Affiliation
- ------------------------------ ------------ ------------
<S> <C> <C> <C>
Access Information Systems $50,554 $ 37,500 (1)
JGR Petroleum Inc. $ 6,000 $ 27,155 Controlled by John G. Robertson
Reg Technologies, Inc. $12,895 $ 2,285 (2)
SMR Investment Ltd $33,527 $199,414 (3)
</TABLE>
(1) See Security Ownership of Certain Beneficial Owners and Management, the
table thereunder and the notes thereto.
(2) Reg Technologies Inc. is a British Columbia Corporation listed on the
Vancouver Stock Exchange. Since October 1984 Mr. Robertson has been
President and a Director of Reg Technologies Inc. SMR Investment Ltd., a
British Columbia corporation, holds a controlling interest in Reg
Technologies Inc. Since May 1977 Mr. Robertson has been President and a
member of the Board of Directors of SMR Investment Ltd. Susanne M.
Robertson, Mr. Robertson's wife, owns SMR Investment Ltd.
(3) Since May 1977 Mr. Robertson has been President and a member of the Board
of Directors of SMR Investment Ltd. Susanne M. Robertson, Mr. Robertson's
wife, owns SMR Investment Ltd.
The indebtedness is unsecured and non-interest bearing.
Vandeberg Johnson & Gandara, a law firm in which James L. Vandeberg, a Director,
is a partner, was paid $91,182 for legal services during the year ended May 31,
1999.
Mr. Robertson and Ms. Lorette could be considered promoters of the Company.
Their interests in the Company, including the details of their stock options,
are disclosed above. See "Security Ownership of Certain Beneficial Owners and
Management" and "Executive Compensation".
No other compensation is paid to any of the Executive Officers or Directors of
the Company. The Company may in the future create retirement, pension, profit
sharing, insurance and medical
8
<PAGE>
reimbursement plans covering its Officers and Directors. At the present time, no
such plans exist. No advances have been made or are contemplated by the Company
to any of its Officers or Directors.
The Board of Directors recommends that you vote FOR the nominees to be elected
as directors.
PROPOSAL NO. 2 - APPROVAL OF AUDITORS
-------------------------------------
The Board of Directors recommends that Elliott Tulk Pryce Anderson serve as
auditors of the Company until the next Annual Meeting. Elliott Tulk Pryce
Anderson, independent Chartered Accountants, performed the audit of the
consolidated financial statements for the Company for the year ended May 31st,
1999. Representatives of Elliott Tulk Pryce Anderson will not be present at the
Annual Meeting.
The Board of Directors recommends a vote FOR Proposal No. 2.
OTHER BUSINESS
--------------
The Board of Directors knows of no other matters to be brought before the
shareholders at the Annual Meeting. In the event other matters are presented for
a vote at the Meeting, the proxy holders will vote shares represented by
properly executed proxies in their discretion in accordance with their judgment
on such matters.
At the Meeting, management will report on the Company's business and
shareholders will have the opportunity to ask questions.
November 8th, 1999 BY ORDER OF THE BOARD OF DIRECTORS
/s/ John G. Robertson
John G. Robertson, President
9
<PAGE>
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OF
INFORMATION-HIGHWAY.COM, INC.
PLEASE SIGN AND RETURN IMMEDIATELY
----------------------------------
I, the undersigned shareholder of INFORMATION-HIGHWAY.COM, INC. (the
"Company"), hereby nominate, constitute and appoint John Robertson, the
President and a Director of the Company, or failing him,____________________
(with full power to act alone), as my true and lawful attorney, with full power
of substitution, to vote for me and in my name, place and stead all of the stock
of the Company standing in my name and on its books on October 29, 1999 (the
"Record Date"), at the Annual Meeting of Shareholders to be held in meeting room
216 at the Holiday Inn, Vancouver Airport, 10720 Cambie Road, Richmond, British
Columbia, Canada at 10:00 a.m., on Thursday, December 9, 1999, or at any
adjournments thereof, with all the powers the undersigned would possess if
personally present, as follows:
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
AND WILL BE VOTED "FOR" THE INDIVIDUALS AND THE PROPOSITIONS LISTED BELOW UNLESS
THE SHAREHOLDER, BY SO SIGNIFYING IN THE SPACES PROVIDED BELOW, WITHHOLDS
AUTHORITY TO VOTE FOR THEM OR VOTES AGAINST SAID PROPOSITION.
1. ELECTION OF DIRECTORS. Electing the persons listed below to serve as
Directors for the ensuing year.
John Robertson FOR [ ] WITHHOLD [ ]
James Vandeberg FOR [ ] WITHHOLD [ ]
Jennifer Lorette FOR [ ] WITHHOLD [ ]
Donna Moroney FOR [ ] WITHHOLD [ ]
2. APPROVAL OF ELLIOTT TULK PRYCE ANDERSON, chartered Accountants, as Auditors
of the Company until the close of the next annual meeting.
FOR [ ] WITHHOLD [ ] ABSTAIN [ ]
3. OTHER MATTERS. In their discretion, upon such other matters as may properly
come before the meeting.
The Board of Directors recommends a vote "FOR" the individuals and the
propositions listed above.
DATED______________________________, 1999.
____________________________________ _________________________________________
Name of Shareholder (please print) Name of Shareholder (please print)
____________________________________ _________________________________________
Signature of Shareholder Signature of Shareholder
No. of Shares: __________________________
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. ALL JOINT OWNERS
MUST SIGN. WE URGE YOU TO SIGN AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE TO
NEVADA AGENCY & TRUST COMPANY, 50 WEST LIBERTY STREET, SUITE 880, RENO, NV.
89501 -WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND
THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO ITS EXERCISE.
<PAGE>
NOTES TO FORM OF PROXY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM VOTING ON
ANY POLL AS REQUESTED BY A SHAREHOLDER OR PROXYHOLDER (PROVIDED THE INSTRUCTIONS
ARE CERTAIN). IF THE SHAREHOLDER HAS SPECIFIED A CHOICE WITH RESPECT TO ANY OF
THE ITEMS ABOVE BY MARKING AN "X" IN THE SPACE PROVIDED FOR THAT PURPOSE THE
SHARES WILL BE VOTED ON ANY POLL IN ACCORDANCE WITH THAT CHOICE. (IN THE ABSENCE
OF INSTRUCTIONS MADE ON A FORM OF PROXY, IT IS THE INTENTION OF THE MANAGEMENT
DESIGNEE, IF NAMED AS PROXY, TO VOTE FOR THE APPROVAL OF ALL OF THE MATTERS
REFERRED TO IN THE NOTICE OF MEETING.)
THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR
VARIATIONS OF THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND WITH RESPECT
TO OTHER MATTERS WHICH MIGHT PROPERLY COME BEFORE THE MEETING.
A Shareholder has the right to designate a person (who need not be a Shareholder
of the Company), other than directors, officers of the Company and the
management designee, to attend and act for him at the Meeting. Such right may be
exercised by inserting in the blank space provided in the Form of Proxy, the
name of the person to be designated and deleting therefrom, the names of the
management designee or by completing another proper form of proxy and delivering
same to the office of the Transfer Agent of the Company, Nevada Agency & Trust
Company, 50 West Liberty Street, Suite 880, Reno, NV, 89501 - no later than
forty-eight (48) hours (excluding Saturdays, Sundays, and holidays) before the
time set for the Meeting or any adjournment thereof.
The Form of Proxy, to be valid, must be signed by the Shareholder or by his
attorney duly authorized in writing, or, if the Shareholder is a corporation,
the Form of Proxy shall be executed by an officer of such corporation or by an
attorney duly authorized in writing. If the Form of Proxy is executed by an
attorney for an individual shareholder or by an officer or attorney of a
corporate shareholder, the instrument so empowering the officer or attorney, as
the case may be, or a notarial copy thereof, must accompany the Form of Proxy.
A proxy to be effective must be deposited at the office of the Transfer Agent of
the Company, no later than forty-eight (48) hours (excluding Saturdays, Sundays
and holidays) before the time set for the Meeting or any adjournment thereof.
