<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT,
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 30, 2000 (MAY 23, 2000)
WATTAGE MONITOR INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C> <C>
NEVADA 000-26381 860882633
---------------------------- ------------------------ -------------------
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
</TABLE>
1100 KIETZKE LANE, RENO, NEVADA 89502
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (775) 327-6000
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ITEM 5 - OTHER EVENTS.
On May 23, 2000, Wattage Monitor Inc. (the "Company") held its Annual
Meeting of Stockholders. The meeting was held to: (i) elect five (5) Directors
to the Company's Board of Directors; (ii) approve an amendment to the 1999
Incentive Compensation Plan; and (iii) ratify the appointment of Grant Thornton
LLP as the independent auditors of the Company for the fiscal year ended
December 31, 2000.
Stockholders of the Company's common stock, $.01 par value ("Common
Stock"), of record as of May 3, 2000 (the "Record Date") were entitled to notice
of the Annual Meeting and to vote at such meeting. As of the Record Date, there
were 13,421,522 shares of Common Stock entitled to vote at the meeting.
Shareholders holding 7,516,464 shares of Common Stock, representing a majority
of the Common Stock and representing a quorum (approximately 56% of the total
shares entitled to vote), were represented at the meeting either in person or by
proxy.
RESULTS OF ELECTION OF DIRECTORS
Shareholders were asked to elect five (5) Directors to the Company's Board
of Directors. Set forth below are (i) the names of the persons nominated for and
elected to serve on the Company's Board of Directors until the 2001 Annual
Meeting of Stockholders and until their successors are duly elected and
qualified and (ii) the results of the voting for the nominees.
<TABLE>
<CAPTION>
Name For % For Withheld % Withheld
---- --- ----- -------- ----------
<S> <C> <C> <C> <C>
Stephen Klein 7,515,814 99.991% 650 .009%
Gerald Alderson 7,515,814 99.991% 650 .009%
Joel Dumaresq 7,515,814 99.991% 650 .009%
Alexander Ellis III 7,515,814 99.991% 650 .009%
Daniel DeWolf 7,515,814 99.991% 650 .009%
</TABLE>
The Board of Directors of the Company is now comprised of the following
five (5) directors:
Stephen Klein
Gerald Alderson
Joel Dumaresq
Alexander Ellis III
Daniel DeWolf
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RESULTS OF VOTE TO AMEND THE 1999 INCENTIVE COMPENSATION PLAN
Shareholders were asked to approve an amendment to the 1999 Incentive
Compensation Plan increasing the number of shares of Common Stock authorized and
available for issuance thereunder from 1,500,000 to 2,500,000. Set forth below
are the results of the vote to amend the 1999 Incentive Compensation Plan.
<TABLE>
<CAPTION>
For % For Against % Against Abstain % Abstain
--- ----- ------- --------- ------- ---------
<C> <C> <C> <C> <C> <C>
7,490,364 99.653% 26,000 .346% 100 .001%
</TABLE>
The 1999 Incentive Compensation Plan currently has 2,500,000 shares of
Common Stock authorized and available for issuance.
RESULTS OF VOTE TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE
INDEPENDENT AUDITOR OF THE COMPANY
Shareholders were asked to ratify the appointment of Grant Thornton LLP
as the independent auditors of the Company for the fiscal year ended December
31, 2000. Set forth below are the results of such vote.
<TABLE>
<CAPTION>
For % For Against Abstain % Abstain
--- ----- ------- ------- ---------
<C> <C> <C> <C> <C>
7,515,364 99.985% -- 1,100 .015%
</TABLE>
Grant Thornton LLP shall serve as the Company's independent auditors
for the fiscal year ended December 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
WATTAGE MONITOR INC.
By: /s/ Gerald R. Alderson
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Gerald R. Alderson
President
Date: May 30, 2000
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