<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[x] Filed by the Registrant
[ ] 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 Rule 14a-11(c) or Rule 14a-12
WATTAGE MONITOR INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
1) Title of each class of securities to which transaction applies:
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2) Aggregate Number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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 date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
WATTAGE MONITOR INC.
1100 KIETZKE LANE
RENO, NEVADA 89502
(775) 327-6000
September 11, 2000
Dear Shareholders:
The Board of Directors of Wattage Monitor Inc. (the "Company"), has
approved amending, subject to stockholder approval, the Company's existing
Articles of Incorporation to increase the total number of shares of common stock
which the Company may issue to fifty million shares. This proposal and its
possible advantages and disadvantages, is more fully described in the enclosed
Proxy Statement. Your vote in favor of this proposal is recommended by your
Board of Directors. Receiving your vote on this proposal prior to September 22,
2000 will be appreciated. A card is enclosed for the purpose of giving consent.
The proposal to increase the authorized number of shares of common
stock is being put forth at this time to enable the Company to establish a
reserve of common stock large enough to permit it to secure financing to support
the Company's existing operations, fund anticipated growth, and expand strategic
relationships with third parties.
If the proposal is not approved, the Company may not be able to obtain
sufficient funds to cover the expected shortfall between our revenues and
expenditures through 2001.
Please SIGN, DATE, and MAIL the enclosed Consent Card as soon as
possible.
Sincerely,
/s/ Gerald R. Alderson
Gerald R. Alderson
PRESIDENT & CEO
<PAGE>
WATTAGE MONITOR INC.
1100 KIETZKE LANE
RENO, NEVADA 89502
---------------
SOLICITATION OF CONSENT
---------------
TO THE SHAREHOLDERS OF
WATTAGE MONITOR INC.:
The Board of Directors of Wattage Monitor Inc. (the "Company") requests
your consent in writing, without a meeting, for the following purpose:
To amend the Company's Amended and Restated Articles of Incorporation
to increase the total number of shares of common stock which the Company shall
have the ability to issue by twenty-five million to fifty million shares.
Only Stockholders of record at the close of business on September 8, 2000
(the "Record Date") are entitled to receive the accompanying Proxy Statement and
Consent card, and each Stockholder is urged to SIGN, DATE and MAIL the enclosed
Consent card as promptly as possible in the self-addressed envelope enclosed for
your convenience.
By Order of the Board of Directors,
/s/ Daniel I. DeWolf
Daniel I. DeWolf
Secretary
Reno, Nevada
September 11, 2000
--------------------------------------------------------------------------------
YOUR CONSENT IS IMPORTANT, ACCORDINGLY, WE URGE YOU TO COMPLETE, SIGN AND DATE
THE ENCLOSED CONSENT CARD AS PROMPTLY AS POSSIBLE AND MAIL IT IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
<PAGE>
WATTAGE MONITOR INC.
1100 KIETZKE LANE
RENO, NEVADA 89502
------------------
PROXY STATEMENT
------------------
INFORMATION CONCERNING SOLICITATION AND CONSENTS
------------------
GENERAL
The Board of Directors hereby requests consent from the holders of Common
Stock of Wattage Monitor Inc. (the "Company"). Please indicate your "Consent" by
SIGNING, DATING and MAILING the enclosed Consent card (the "Consent") in the
enclosed envelope.
These materials were mailed to Stockholders on or about September 11,
2000.
Requests for information or documents may be directed to the attention of
Kristi Grund at (775) 327-6000 or by delivery to the Company's principal
executive office. The principal executive office of the Company is located at
1100 Kietzke Lane, Reno, Nevada 89502 and its telephone number is (775)
327-6000.
CONTENTS
In order to change the number of shares outstanding, a corporation should
adopt an amendment of its Articles of Incorporation ("Amendment"). Therefore,
the proposal herein provides for a corresponding Amendment.
The General Corporation Law of Nevada prescribes that an Amendment must be
authorized by the Corporation's board, authorized by the Stockholders and
certified by the principal officers and then filed with the Nevada Secretary of
State. The Company desires to file an Amended and Restated Articles of
Incorporation in order to put such Amendment into effect and to restate the
Company's existing Articles of Incorporation as theretofore amended and
supplemented. The proposed Amendment to the Amended and Restated Articles of
Incorporation is set forth in full in Exhibit A.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
On September 8, 2000 (the "Record Date"), there were 13,421,520 shares of
common stock, par value $.01 per share ("Common Stock") of the Company issued
and outstanding. Only holders of Common Stock of record at the close of business
on the Record Date are entitled to consent to the proposal. Each share of Common
Stock is entitled to one vote on each matter presented to Stockholders. Voting
is on a non-cumulative basis. The shares of Common Stock represented by each
properly executed Consent in the accompanying form will, if no contrary
instruction is received, be voted FOR the adoption of the proposal. The Board of
Directors will be authorized to go forward with this proposal, only if a
majority of the Company's outstanding shares of Common Stock consent.
Only record holders of Common Stock may give a Consent. The Consent card
provided may be executed by the record holder or pursuant to authority
given by the record holder's written Consent.
A Stockholder may revoke this Consent at anytime by notifying the
Secretary of the Company in writing prior to the receipt by the Company of
Consents from the holders of a majority of the Company's outstanding shares
of Common Stock in favor of the proposal herein.
<PAGE>
The Company will bear the cost of the solicitation of proxies by the
Board of Directors. The Company may use the services of its executive officers
and certain Directors to solicit proxies from Stockholders in person and by
mail, telegram and telephone. Arrangements may also be made with brokers,
fiduciaries, custodians, and nominees to send proxies, proxy statements and
other material to the beneficial owners of the Company's Common Stock held of
record by such persons, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of August 18, 2000, certain information
with respect to the beneficial ownership of each class of the Company's equity
securities by each director, each named executive officer of the Company and all
directors and executive officers of the Company as a group. The percentages set
forth in the table assume 13,421,520 shares of Common Stock outstanding as of
August 18, 2000.
Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended, and unless otherwise
indicated, represents shares for which the beneficial owner has sole voting and
investment power. The percentage of class is calculated in accordance with Rule
13d-3. Unless otherwise indicated the address for each individual is c/o Wattage
Monitor Inc., 1100 Kietzke Lane, Reno, Nevada 89502.
Mr. Alderson's and Mr. Klein's beneficial ownership columns include
warrants (exercisable at any time) to purchase an aggregate of 66,666 shares of
Common Stock beneficially owned.
The aggregate amount for Mr. Dumaresq and Mr. Khan includes shares
beneficially owned by Verus Capital Corp. which includes warrants (exercisable
at any time) to purchase 100,000 shares of Common Stock from Valiant Growth
Fund, options to purchase 50,000 shares of Common Stock and options to purchase
250,000 shares of Common Stock underlying our Series B preferred stock.
Mr. Dumaresq and Mr. Khan have the right to acquire 30% and 70% respectively, of
the options or the underlying shares. Mr. Dumaresq and Mr. Khan each disclaim
beneficial ownership of such shares.
The numbers in Mr. Ellis', Mr. Westfield's, Mr. Forrest's and Ms. Center's
beneficial ownership columns represent options to purchase an aggregate of
432,250 shares of Common Stock, which are immediately exercisable. The numbers
do not include options to purchase an additional 343,750 shares of Common
Stock, which are not currently exercisable.
Mr. DeWolf's beneficial ownership column includes 2,500 shares of
Common Stock beneficially owned by his children as a result of their
ownership interest in Pine Street Ventures LLC. Mr. DeWolf is married to
Pamela Ehrenkranz DeWolf, who owns 12,500 shares of Common Stock. Mr. DeWolf
disclaims beneficial ownership of his wife's shares.
The aggregate amounts for Mr. Alderson, Mr. Klein, Mr. Ellis, Mr. Dumaresq
and Mr. DeWolf each include 20,000 options to purchase an aggregate of 100,000
shares of our Common Stock, granted to them. The amount for Mr. Khan includes
10,000 options to purchase 10,000 shares of our Common Stock granted to him.
The options are exercisable immediately.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Percentage of
Name and Address of Beneficial Owner Beneficially Owned Beneficial Ownership
------------------------------------ ------------------- --------------------
<S> <C> <C>
Gerald R. Alderson 1,723,243 12.8%
Stephen D. Klein 1,323,920 9.8%
c/o iballs
487 Greenwich Street, 5th Floor
New York, NY 10013
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Percentage of
Name and Address of Beneficial Owner Beneficially Owned Beneficial Ownership
------------------------------------ ------------------- --------------------
<S> <C> <C>
Ajmal Khan 290,000 2.1%
c/o Verus International Ltd.
#2000 - 1177 West Hastings Street
Vancouver, BC V6E 2K3
Canada
Alexander Ellis, III 263,750 1.9%
Joel Dumaresq 140,000 1.0%
c/o Verus International Ltd.
#2000 - 1177 West Hastings Street
Vancouver, BC V6E 2K3
Canada
Robert E. Forrest 62,500 *
Vicki L. Center 62,500 *
John D. Westfield 53,500 *
Daniel I. DeWolf 35,000 *
c/o Wit SoundView Group
826 Broadway, Sixth Floor
New York, NY 10003
All Officers and Directors (9 persons) 3,954,413 27.5%
* Less than one percent (1.0%)
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of August 18, 2000, certain
information about all persons or entities who, to the Company's knowledge, were
beneficial owners of 5% or more of Common Stock of the Company.
Beneficial ownership is determined in accordance with the rules
promulgated by the SEC and the information is not necessarily indicative of
beneficial ownership for any other purpose. This table is based upon information
supplied to us by officers, directors and principal Stockholders. Except as
otherwise indicated, we believe that the persons or entities named in the table
have sole voting power with respect to all shares of our Common Stock shown as
beneficially owned by them, subject to community property laws where applicable.
The table should be read in conjunction with the information that follows
it. The percentages set forth in the table assume 13,421,520 shares of Common
Stock outstanding as of August 18, 2000.
Mr. Lessin's beneficial ownership column includes 564,706 shares of
Common Stock beneficially owned through RHL Ventures LLC, warrants (exercisable
at any time) to purchase an aggregate of 383,333 shares of Common Stock
beneficially owned through RHL Ventures LLC, and 2,541,963 shares of Common
Stock owned directly.
The aggregate beneficial ownership of Salomon Smith Barney Inc.,
Salomon Brothers Holding Company Inc., Salomon Smith Barney Holdings Inc., and
Citigroup Inc. (identified in the table below as Salomon Smith Barney/Citigroup)
of 2,217,409 shares of the Company's Common Stock is evidenced by the filing of
a Schedule 13(g) on December 10, 1999. We are relying solely on that filing for
the purposes of this table.
<PAGE>
Mr. Alderson's and Mr. Klein's beneficial ownership columns include
warrants (exercisable at any time) to purchase an aggregate of 66,666 shares of
Common Stock beneficially owned. Also included are options (exercisable at any
time) to purchase an aggregate of 40,000 shares of our Common Stock.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Percentage of
Name and Address of Beneficial Owner Beneficially Owned Beneficial Ownership
------------------------------------ ------------------- --------------------
<S> <C> <C>
Robert H. Lessin 3,490,002 25.3%
c/o Wit SoundView Group
826 Broadway, 6th Floor
New York, NY 10003
Salomon Smith Barney/Citigroup 2,217,409 16.5%
Gerald R. Alderson 1,723,243 12.8%
c/o Wattage Monitor
1100 Kietzke Lane
Reno, NV 89502
Stephen D. Klein 1,323,920 9.8%
c/o iballs
487 Greenwich Street, 5th Floor
New York, NY 10013
</TABLE>
<PAGE>
PROPOSAL NO. 1
AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO EFFECT AN INCREASE IN THE COMPANY'S CAPITAL STOCK
The Board of Directors of Wattage Monitor Inc. proposes to amend the
Company's Amended and Restated Articles of Incorporation to increase the total
number of shares of common stock which the Company shall have the ability to
issue by twenty-five million to fifty million shares.
The increase of the authorized number of shares of common stock is being
put forth by your Board to enable the Company to establish a reserve of common
stock large enough to permit the issuance of certificates of common stock upon
securing financing for the Company's operations and/or upon forming strategic
relationships with other entities.
The Amendment to the Company's Amended and Restated Articles of
Incorporation is therefore being proposed and recommended by your Board so that
the Company may legally issue shares of its Common Stock from time to time as
future financing occurs and/or strategic relationships are formed that require
such issuances. If the proposal is not approved, the Company may not be able
obtain sufficient funds to cover the expected shortfall between revenues and
expenditures through 2001.
THE BOARD OF DIRECTORS RECOMMENDS A CONSENT OR VOTE FOR PROPOSAL NO. 1
By Order of the Board of Directors,
/s/ Daniel I. DeWolf
Daniel I. DeWolf
Secretary
<PAGE>
EXHIBIT A
AMENDMENT TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WATTAGE MONITOR INC.
The undersigned Company, in order to amend its Amended and Restated
Articles of Incorporation, hereby certifies as follows:
FIRST: The name of the Company is Wattage Monitor Inc.
SECOND: The Company hereby amends its Amended and Restated Articles of
Incorporation as follows:
The first sentence of Article Fourth of the Company's Amended and
Restated Articles of Incorporation is amended to increase the total
number of shares of common stock which the Company shall have the
ability to issue by twenty-five million to fifty million shares. Said
Article Fourth of the Amended and Restated Articles of Incorporation is
hereby deleted in its entirety and substituted by the following in its
place and stead:
"FOURTH. Authorized Shares.
1. The aggregate number of shares which the Company shall
have authority to issue is 55,000,000, of which
50,000,000 shares with par value $.01 per share shall
be designated "Common Shares," and 5,000,000 shares
with par value of $.01 per share shall be designated
"Preferred Shares."
2. Authority is hereby expressly granted to the Board of
Directors from time to time to issue the Preferred
Shares as Preferred Shares of any series and, in
connection with the creation of each such series, to
fix by the resolution or resolutions providing for
the issue of shares thereof, the number of shares of
such series, and the designations, powers,
preferences, and rights, and the qualifications,
limitations, and restrictions, of such series, to the
full extent now or hereafter permitted by the laws of
the State of Nevada."
THIRD: The amendment effected herein was authorized by a vote of the
holders of a majority of all of the outstanding shares entitled to vote thereon
pursuant to Sections 78.390 and 78.403 of the General Corporation Law of the
State of Nevada.
<PAGE>
IN WITNESS WHEREOF, the undersigned hereby executes this document and affirms
the facts set forth herein are true under penalties of perjury this ______ day
of September, 2000.
----------------------
Gerald R. Alderson
President
----------------------
Daniel I. DeWolf
Secretary
<PAGE>
WATTAGE MONITOR INC.
CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
---------------- ----
Please indicate
your position as /X/
shown in this
example
---------------- ----
This Consent card will be executed in the manner directed herein by the
undersigned shareholder. If no direction is made, this Consent card shall be
deemed to indicate approval on Proposal No. 1.
FOLD AND DETACH HERE
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The Board of Directors recommends consent on Proposal No. 1
<TABLE>
<CAPTION>
APPROVE DISAPPROVE ABSTAIN
<S> <C> <C> <C>
PROPOSAL NO. 1
AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION TO
EFFECT AN INCREASE IN THE AUTHORIZED NUMBER OF SHARES OF THE
COMPANY'S COMMON STOCK FROM TWENTY-FIVE MILLION TO FIFTY
MILLION
</TABLE>
Signature: ___________________________________________
Date: _________________________
Signature: ___________________________________________
Date: _________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by an authorized officer. If a partnership, please have
partnership name signed by an authorized person.
<PAGE>
