SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)(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 or 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>
INFORMATION-HIGHWAY.COM, INC.
#185-10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 19, 2000
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 Tuesday, December 19, 2000, 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 Manning Elliot 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 November 1, 2000
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 22, 2000 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
---------------
Information Concerning the Solicitation of Proxies
This Proxy Statement and the accompanying Proxy is furnished to the shareholders
of INFORMATION HIGHWAY.COM, INC. (the "Company") in connection with the
solicitation of proxies on for use at the Company's Annual Meeting of
Shareholders (the "Annual Meeting"). The Annual Meeting will be held on
Tuesday, December 19, 2000, at Salon #216 of the Holiday Inn Vancouver Airport,
10720 Cambie Road, Richmond, British Columbia, Canada, at 10:00 am. (PST). A
copy of the Company's annual report on Form 10-KSB was made available to
shareholders electronically via filing on EDGAR on August 29, 2000, and
accompanies this Proxy Statement.
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.
This Proxy Statement and the accompanying Proxy are being sent to shareholders
on or before November 29, 2000.
Record Date and Voting Rights
The record date for determination of Stockholders who are entitled to notice of
and to vote at the Annual Meeting is November 1, 2000.
The Company is authorized to issue up to 50,000,000 shares of common stock, with
a par value of $0.0001 per shares, and 10,000,000 shares of Preferred Stock. As
of October 31, 2000, there were 8,150,834 shares of common stock issued and
outstanding respectively. There are no shares of Preferred Stock issued. Each
share of Common Stock is entitled to one vote on all matters submitted for
shareholder approval.
BUSINESS OF THE MEETING
There are two (2) matters being presented for consideration by the shareholders
at the Annual Meeting, the election of four (4) directors; and the approval of
Manning Elliott as auditor of the Company.
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
GENERAL
The Company's Bylaws ("Bylaws") provide that the number of directors must be no
less than one, the exact number to be determined by the shareholders.
Direc-tors are elected for a term of one year and until their successors have
been elected and qualified. There are currently four (4) directors of the
Company.
INFORMATION WITH RESPECT TO NOMINEES
The following table lists the persons nominated by the Board of Directors for
election as directors and also lists certain information with respect to those
persons.
<TABLE>
<CAPTION>
Principal Occupation
Nominee Age Since of Director Ownership [1] Ownership
--------------------------- ----------------------- ------------- ------------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
John G. Robertson . . . . . 59 June 1997 President and Chief 3,457,700
Executive Officer common
shares [2] 42.4%
Jennifer Lorette. . . . . . 28 June 1997 Executive Vice- 234,500
President, Chief common
Financial Officer shares [3] 2.9%
and Secretary
James L. Vandeberg. . . . . 56 February Partner, Ogden 112,000
1999 Murphy Wallace common
shares [4] 1.37%
Donna Moroney . . . . . . . 40 November Consultant 74,000
1999 common
shares [5] 0.91%
<FN>
[1] The ownership includes the beneficial ownership of securities and the beneficial ownership of securities
that can be acquired within 60 days from October 31, 2000 upon the exercise of options. Each beneficial owner's
percentage ownership is determined by assuming that options that are held by such person and which are exercisable
within 60 days from October 31, 2000, are exercised, for the purpose of computing percentage ownership.
[2] John Robertson has been a director since June 1997. Includes rights to purchase, pursuant to stock
options, 300,000 common shares at $1.00 per share that are currently exercisable. The Robertson Family Trust
owns 2,050,000 common shares. 372,700 shares are owned of record by SMR Investments, Ltd, a corporation controlled
by Susanne Robertson, wife of Mr. Robertson. Access Information Services, a corporation owned by the Robertson
Family Trust, holds 410,500 common shares of the Company. Rainbow Network, a Turks & Caicos corporation holds
187,500 common shares. Mr. Robertson is one of three trustees of the Robertson Family Trust, which acts by the
majority vote of the three trustees. The beneficiary of the Trust is Kelly Robertson, John Robertson's daughter,
who does not reside at the same address as John Robertson. Mr. Robertson disclaims beneficial ownership of the
shares owned or controlled by the Robertson Family Trust, Access Information Services and Rainbow Networks. Mr.
Robertson's address is the same as the Company's.
Accordingly, beneficial ownership of the shares aforementioned have been attributed to Mr. Robertson. The Company
believes it would be misleading and not provide clear disclosure to list as beneficial owners in the table the
other entities and persons discussed in this paragraph, although a strict reading of Rule 13d-3 under the
Securities Exchange Act of 1934 might require each such entity and person to be listed in the beneficial ownership
table.
[3] Jennifer Lorette has been a director since June 1997. Includes right to purchase, pursuant to stock
options, 100,000 common shares at $1.00 per share that are currently exercisable. Ms. Lorette's address is the
same as the Company's.
[4] James Vandeberg was appointed to the Board of Directors in February 1999. Includes rights to purchase,
pursuant to stock options, 100,000 common shares at $1.00 per share that are currently exercisable. Mr.
Vandeberg's address is Ogden Murphy Wallace, One Union Square, Suite 2424, Seattle, Washington.
<PAGE>
[5] Donna Moroney was appointed to the Board of Directors in November 1999. Includes rights to purchase,
pursuant to stock options, 50,000 common shares at $1.00 per share that are currently exercisable. Ms. Moroney's
address is the same as the Company's.
</TABLE>
BACKGROUND OF NOMINEES
JOHN G. ROBERTSON - PRESIDENT, PRINCIPAL 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
Canadian Venture 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 Canadian Venture Exchange
involved in mineral exploration. He is also President of LinuxWizardry Systems,
Inc., a British Columbia company trading on the OTC bulletin board involved in
development and marketing of Linux-based products. 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 - 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 Ogden Murphy Wallace. 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.
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 Canadian Venture 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 LinuxWizardry Systems, Inc., a British Columbia
company trading on the OTC bulletin board.
DONNA M. MORONEY -VICE-PRESIDENT, LEGAL AND ADMINISTRATION AND MEMBER OF THE
BOARD OF DIRECTORS
Ms. Moroney has been a consultant to public companies since 1992. She has been
an officer of the Company since January 1998, and a member of the Board of
Directors since November 1999. She is a director of LinuxWizardry Systems,
Inc., an OTC bulletin board company, since 1998. She is an officer of Teryl
<PAGE>
Resources Corp., a Canadian Venture Exchange Company, and a director and officer
of Teryl, Inc., a private U.S. company. Ms. Moroney has also been an instructor
of corporate/securities law for legal assistants.
VOTE REQUIRED
A majority of votes by the shares of common stock present or represented and
voting at the meeting is required to elect the nominees.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR ALL NOMINEES FOR THE
BOARD OF DIRECTORS.
EXECUTIVE COMPENSATION OF MANAGEMENT, OWNERSHIP OF CERTAIN
STOCKHOLDERS, AND CERTAIN RELATED TRANSACTIONS
The following table lists the Company's executive officers during fiscal year
2000:
<TABLE>
<CAPTION>
Name Positions with the Company Age Office Held Since
----------------- --------------------------------------------------------------- --- -----------------
<S> <C> <C> <C>
John G. Robertson President and Chief Executive Officer 59 June 1997
--------------------------------------------------------------- --- -----------------
James Vandeberg Chief Operating Officer 56 February 1999
--------------------------------------------------------------- --- -----------------
Jennifer Lorette Executive Vice-President, Chief Financial Officer and Secretary 28 June 1997
--------------------------------------------------------------- --- -----------------
Donna Moroney Vice-President, Administration and Legal 40 May 1999
----------------- --------------------------------------------------------------- --- -----------------
</TABLE>
Executive officers are elected annually by the Board of Directors and serve at
the pleasure of the Board. There is no family relationship between any of the
officers and directors. Memberships on the Boards of other public companies are
set out on pages 2 and 3 above in the biographies of each of the nominee
directors, and memberships on the Boards of other public companies for each of
the executive officers who are not directors are set out below.
BACKGROUND OF EXECUTIVE OFFICERS
The biographies of Messrs. Robertson and Vandeberg, Ms. Lorette and Ms. Moroney
can be found on pages 2 and 3.
SIGNIFICANT EMPLOYEES:
CAROL COLEMAN
--------------
Ms. Coleman, 40, 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 joined the Company in
October 1999. Her duties as Controller of the Company include management of the
accounting, management reporting, banking, insurance and payroll.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
<PAGE>
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, other
than Mr. Vandeberg, who furnished no Forms to the Company during the year, 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.
BOARD COMMITTEES
The Board of Directors does not have any committees.
BOARD OF DIRECTORS MEETINGS
The Company held two (2) Board meetings since its last annual meeting which were
attended by all the directors of the Company. The Company passed fourteen (14)
consent resolutions approved by all directors.
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.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate cash compensation paid for services
rendered to the Company during the last three fiscal years by the Company's
Chief Executive Officer and the Company's most highly compensated executive
officers who served as such at the end of the last fiscal year. No executive
officer had an annual salary and bonus in excess of $100,000 during such year.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND OTHER ANNUAL SECURITIES UNDERLYING
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS/SARS (#)
-------------------- -------------------- ------------- ----------------- ---------------------- ---------------------
<S> <C> <C> <C> <C> <C>
John G. Robertson 2000 48,000 (1) $ 100,000 (2) -0- -0-
President, Chief 1999 575,500 (3) -0- -0- 300,000
Executive Officer 1998 48,000 (4) -0- -0- 150,000
-------------------- -------------------- ------------- ----------------- ---------------------- -----------------------
<FN>
(1) 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.
<PAGE>
(2) On December 9, 1999, the board unanimously approved the payment of a bonus of $100,000 to Mr. Robertson in
recognition of his hard work and efforts in developing and expanding the Company's business. However, Mr. Robertson has
agreed to postpone payment of the bonus until such time as the Company is in a better financial position.
(3) 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.
(4) 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, $48,000, as other compensation paid to Mr.
Robertson, due to his shared control over the trust, even though he will not receive this amount in cash.
</TABLE>
The Company has no other agreement at this time, with any officer or director,
regarding employment with the Company or compensation for services other than
herein described. Compensation of officers and directors is determined by the
Company's Board of Directors and not subject to shareholder approval. The
Company may in the future create retirement, pension, profit sharing, insurance
and medical reimbursement plans covering its Officers and Directors. At the
present time, no such plans exist. No advances have been made or are
contemplated by the Company to any of its Officers or Directors.
OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
Number of
Securities Percent of total
Underlying options granted to
Options granted employees in fiscal Exercise or base
Name (#) year (1) price ($/share) Expiration date
---------------- ---------------- -------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Donna Moroney 50,000 5.29% $ 4.00 (2) November 5, 2004
---------------- -------------------- ------------------ ----------------
James Vandeberg 100,000 10.58% $ 4.00 (2) November 5, 2004
---------------- -------------------- ------------------ ----------------
Jennifer Lorette 100,000 10.58% $ 4.00 (2) November 5, 2004
---------------- ---------------- -------------------- ------------------ ----------------
<FN>
(1) there were 945,000 options granted to employees during the fiscal year ended May 31,
2000.
(2) stock options were originally granted at $4.00 per share and were re-priced downward
to $1.00 in September, 2000.
</TABLE>
STOCK OPTIONS EXERCISED AND HELD AT YEAR END
The following table sets forth certain information concerning exercises of stock
options pursuant to a stock option plan by the named Executive Officers and
Directors during the year ended May 31, 2000 and stock options held at year end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Options at
Options at Year End Year End (1)
Shares
Acquired on Value
Name Exercise Realized Exercisable / Unexercisable Exercisable / Unexercisable
------------------ ------------------- ------------- --------------------------- ----------------------------
<S> <C> <C> <C> <C>
<PAGE>
John G. Robertson -0- -0- 300,000 / 0 $ Nil (2) / 0
------------------- ------------- --------------------------- ----------------------------
James L. Vandeberg 50,000 $ 121,850 100,000 / 0 $ Nil (2) / 0
------------------- ------------- --------------------------- ----------------------------
Jennifer Lorette 50,000 $ 128,100 100,000 / 0 $ Nil (2) / 0
------------------ ------------------- ------------- --------------------------- ----------------------------
Donna Moroney 27,666 $ 63,964 50,000 / 0 $ Nil (2) / 0
------------------ ------------------- ------------- --------------------------- ----------------------------
<FN>
(1) On May 31, 2000, the closing price of Common Stock was $1.75. For purposes of the foregoing table, stock
options with an exercise price less than that amount are considered to be "in-the-money" and are considered to
have a value equal to the difference between this amount and the exercise price of the stock option multiplied by
the number of shares covered by the stock option.
(2) These options were not in-the-money based on the May 31, 2000 closing price of $1.75 for the Company's
common stock.
</TABLE>
STOCK OPTION PLAN
The Company adopted a Stock Option Plan which was approved both by the Board and
the shareholders in June 1997. It was subsequently amended and restated
February 8, 2000. A total of 3,000,000 shares were approved by the Board of
Directors for issuance under the option agreements, subject to the Plan, to key
employees, officers, directors and consultants of the Company. During the
fiscal year, 945,000 options were granted under the Plan to certain employees
and consultants in connection with normal employment and consulting practice,
with the exercise prices ranging from $4.00 to $6.00 per share.
The Plan permits the grant of stock options to employees, officers, directors
and consultants. There are approximately twenty-five (25) persons under the
Plan. The purpose of the Plan is to attract the best available personnel to the
Company and to give employees a greater personal stake in the success of the
Company. The Plan is effective until May 31, 2007. Stock options are granted at
the discretion of the directors.
LONG TERM INCENTIVE PLAN AWARDS
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. 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.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
The Company does not have any employment contracts, termination of employment
and change of control arrangements.
REPRICING OF OPTIONS
There were no options repriced during the fiscal year.
CANCELLATION OF OPTIONS
There were 12,500 stock options cancelled during the fiscal year.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<PAGE>
The following table sets forth, as of October 31, 2000, and assuming exchange of
all shares of Information Highway, Inc. for shares of the Company as of May 11,
2000, 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 known by the Company to own beneficially, more than 5%
of the Company's Common Stock and the shareholdings of all Directors and
Executive Officers as a group. A person is deemed to be the beneficial owner of
securities that can be acquired by such person within 60 days from such date
upon the exercise of options. Each beneficial owner's percentage ownership is
determined by assuming that options that are held by such person and which are
exercisable within 60 days from the date are exercised. As of October 31, 2000,
there were 8,150,834 common shares issued and outstanding.
<TABLE>
<CAPTION>
PERCENTAGE OF
CLASS A CLASS A
NAME SHARES OWNED SHARES OWNED (NOT FULLY DILUTED)
------------------------------------------------------ ------------- --------------------------------
<S> <C> <C>
John G. Robertson (1)(2), President and member of the
Board of Directors . . . . . . . . . . . . . . . . . . 3,457,700 42.4%
------------- --------------------------------
Jennifer Lorette (1)(3), Executive Vice President,
Secretary/Treasurer, Chief Financial Officer and a
member of the Board of Directors . . . . . . . . . . . 234,500 2.9%
------------- --------------------------------
James L. Vandeberg (1)(3), member of the Board of
Directors. . . . . . . . . . . . . . . . . . . . . . . 112,000 1.37%
------------- --------------------------------
Donna Moroney (1) (4)Vice-President, Legal and
Administration . . . . . . . . . . . . . . . . . . . . 74,000 0.91%
------------- --------------------------------
Robertson Family Trust (5) . . . . . . . . . . . . . . 2,460,500 30.2%
------------- --------------------------------
Access Information Services Inc. (6) . . . . . . . . . 410,500 5.0%
------------- --------------------------------
ALL OFFICERS & DIRECTORS AS A GROUP [7]
(FOUR INDIVIDUALS) . . . . . . . . . . . . . . . . . . 3,886,200 47.68%
------------------------------------------------------ ------------- --------------------------------
<FN>
Except as noted below, all shares are held beneficially and 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 rights to purchase, pursuant to stock options, 300,000 common shares at $1.00 per
share that are currently exercisable. The Robertson Family Trust owns 2,050,000 common shares.
372,700 shares are owned of record by SMR Investments, Ltd, a corporation controlled by Susanne
Robertson, wife of Mr. Robertson. Access Information Services, a corporation owned by the Robertson
Family Trust, holds 410,500 common shares of the Company. Rainbow Networks, a Turks & Caicos
corporation holds 187,500 common shares. Mr. Robertson is one of three trustees of the Robertson
Family Trust, which acts by the majority vote of the three trustees. The beneficiary of the Trust is
Kelly Robertson, John Robertson's daughter, who does not reside at the same address as John Robertson.
Mr. Robertson disclaims beneficial ownership of the shares owned or controlled by the Robertson Family
Trust, Access Information Services and Rainbow Networks. Mr. Robertson's address is the same as the
Company's.
(3) Includes 100,000 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 50,000 options that are currently exercisable. Ms. Moroney's address is the same as
the Company's.
(5) Includes 410,500 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
<PAGE>
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 sole beneficiary is Kelly Robertson, daughter of Mr.
and Mrs. Robertson, #401 12633 No. 2 Road, Richmond, B.C. V7E 6N5.
(6) 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.
(7) Includes 550,000 options that are currently exercisable. Also see Note (2) above regarding
</TABLE>
<PAGE>
CERTAIN RELATED TRANSACTIONS AND LEGAL PROCEEDINGS WITH DIRECTORS
At May 31, 2000 and 1999 the Company owed the amounts set forth below to the
following affiliated companies:
<TABLE>
<CAPTION>
May 31,
---------
Affiliate 2000 1999 Nature of Affiliation
-------------------------- --------- ------- ----------------------
<S> <C> <C> <C>
Access Information Systems $ (7,000) $50,554 (1)
--------- ------- ----------------------
JGR Petroleum Inc $ 9,365 $ 6,000 (2)
--------- ------- ----------------------
Reg Technologies, Inc $(20,727) $12,895 (3)
--------- ------- ----------------------
SMR Investment Ltd $(70,319) $33,527 (4)
-------------------------- --------- ------- ----------------------
<FN>
(1) See Security Ownership of Certain Beneficial Owners and Management, the
table thereunder and the notes thereto.
(2) JGR is a corporation owned by the Robertson Family Trust. Mr. Robertson
is one of three trustees of the Robertson Family Trust, which acts by the
majority vote of the three trustees. The beneficiary of the Trust is Kelly
Robertson, John Robertson's daughter, who does not reside at the same address as
John Robertson. Mr. Robertson disclaims beneficial ownership of the shares
owned or controlled by the Robertson Family Trust.
(3) Reg Technologies Inc. is a British Columbia Corporation listed on the
Canadian Venture 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.
(4) 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.
</TABLE>
The indebtedness is unsecured and non-interest bearing.
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.
PROPOSAL NO. 2 - APPROVAL OF AUDITOR
RELATIONSHIP WITH INDEPENDENT AUDITOR
The Company has retained the firm of Manning Elliot (formerly Elliot Tulk Pryce
Anderson) as independent auditor of the Company for the fiscal year ending May
31, 2000. Manning Elliot has been retained as auditor for the Company since
October 1996. Manning Jamison merged with Elliot Tulk Pryce Anderson effective
October 10, 2000 and the new firm name is Manning Elliot. The Company does
not expect a representative of Manning Elliott to be present at the Annual
Meeting.
The Board of Directors recommends that Manning Elliott serve as auditor of the
Company until the next Annual Meeting. Elliot Tulk Pryce Anderson (now known as
Manning Elliott), independent Chartered Accountants, performed the audit of the
consolidated financial statements for the Company for the year ended May 31,
2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
<PAGE>
OTHER MATTERS
-------------
TRANSFER AGENT
The Nevada Agency and Trust Company, located at 50 West Liberty Street, Suite
880, Reno, Nevada, USA, phone (775) 322-0626, fax (775) 322-5623 is the transfer
agent for the Company's common shares.
STOCKHOLDER PROPOSALS
Stockholder proposals to be included in the Company's Proxy Statement and Proxy
for its 2001 Annual Meeting must meet the requirements of Rule 14a-8 promulgated
by the Securities and Exchange Commission and must be received by the Company no
later than September 15, 2001.
ADDITIONAL INFORMATION
Each shareholder has received the Company's Annual Report containing the
Company's 2000 audited financial statements, including the report of its
independent chartered accountants. Upon receipt of a written request, the
Company will furnish to any shareholder, without charge, a copy of the Company's
2000 Form 10-KSB as filed with the SEC under the Securities Exchange Act of 1934
(including the financial statements and the schedules thereto and a list briefly
describing the exhibits thereto). Shareholders should direct any request to the
Company, #185 - 10751 Shellbridge Way, Richmond, British Columbia, Canada, V6X
2W8, Attention: Jennifer Lorette, Secretary.
ACTION ON OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
share-holders 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
share-holders will have the opportunity to ask questions.
INFORMATION HIGHWAY.COM, INC.
By Order of the Board of Directors
/s/ John G. Robertson
-------------------
John G. Robertson
President
Richmond, British Columbia
November 22, 2000
