<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.
--------------------------------------------------------------------------------
(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.
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 date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
3) Filing Party:
----------------------------------------------------------
4) Date Filed:
----------------------------------------------------------
1
<PAGE>
WATTAGE MONITOR INC.
1100 KIETZKE LANE
RENO, NEVADA 89502
(775) 327-6000
December 11, 2000
Dear Shareholders:
The Board of Directors of Wattage Monitor Inc. (the "Company"), has
approved, subject to stockholder approval, (i) amending the Company's
existing Articles of Incorporation to increase the total number of shares of
Common Stock which the Company may issue to seventy-five million shares and
(ii) increasing the number of shares authorized and available for issuance
pursuant to grants made under the 1999 Incentive Compensation Plan. Your vote
in favor of these proposals is recommended by your Board of Directors.
Receiving your vote on these proposals prior to January 5, 2001 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 this proposal is not
approved, the Company will not be able to complete the equity financing with
funds affiliated with Weiss Peck & Greer, LLC ("WPG") and PurchasePro.com,
Inc. ("PPro"), currently contemplated under the terms of an executed Stock
Purchase Agreement (filed with the SEC in conjunction with our Form S-3 on
November 30, 2000), and may not be able to obtain sufficient funds to cover
the expected shortfall between our revenues and expenditures through 2001. If
the proposal is approved and the equity financing contemplated under the
Stock Purchase Agreement is completed, the Common Stock will be diluted.
The proposal to increase the number of shares authorized and
available for issuance pursuant to grants made under the 1999 Incentive
Compensation Plan is being put forth at this time to allow the Company to
continue to grant options in order to secure and retain the services of key
employees and consultants. If this proposal is not approved, the Company will
not be able to complete the WPG/PPro equity financing noted in the preceding
paragraph and may not be able to secure and retain the services of these
individuals.
Please SIGN, DATE, and MAIL the enclosed Consent Card as soon as
possible.
Sincerely,
Gerald R. Alderson
PRESIDENT & CEO
2
<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 purposes:
1. 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 seventy-five million shares; and
2. To consider and act upon a proposal to increase the number of
shares authorized and available for issuance pursuant to grants
made under the 1999 Incentive Compensation Plan from 2,500,000 to
8,989,980.
Only Stockholders of record at the close of business on December 22,
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,
Willie E. Dennis
Secretary
Reno, Nevada
December 26, 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.
--------------------------------------------------------------------------------
3
<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 December 26,
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 a 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 December 22, 2000 (the "Record Date"), there were 16,046,520 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.
4
<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 December 4, 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 16,046,520 shares of Common Stock
outstanding as of December 4, 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, Mr. Klein's and Mr. Dumaresq's beneficial ownership
columns include warrants (exercisable at any time) to purchase an aggregate of
300,343 shares of Common Stock.
The aggregate amount for Mr. Dumaresq 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 and options
to purchase 300,000 shares of Common Stock. Mr. Dumaresq has the right to
acquire 30% of the warrants, options or the underlying shares. Mr. Dumaresq
disclaims 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 442,250 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 aggregate amount for
Mr. Dennis includes 10,000 options to purchase an aggregate of 10,000 shares of
our Common Stock. All of 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 1,778,390 11.0%
Stephen D. Klein 1,375,391 8.5%
c/o iballs
487 Greenwich Street, 5th Floor
New York, NY 10013
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Percentage of
Name and Address of Beneficial Owner Beneficially Owned Beneficial Ownership
------------------------------------ ------------------ --------------------
<S> <C> <C>
Alexander Ellis, III 263,750 1.6%
Joel Dumaresq 162,059 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 WitSoundView Group
826 Broadway, Sixth Floor
New York, NY 10003
Willie E. Dennis 13,000 *
c/o Akin Gump Strauss Hauer & Feld, LLP
590 Madison Ave, 20th Floor
New York, NY 10022
All Officers and Directors (9 persons) 3,806,090 22.5%
</TABLE>
* Less than one percent (1.0%)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of December 4, 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 16,046,520 shares of
Common Stock outstanding as of December 4, 2000.
Mr. Lessin's beneficial ownership column includes 889,760 shares of
Common Stock beneficially owned through RHL Ventures LLC, warrants (exercisable
at any time) to purchase an aggregate of 443,627 shares of Common Stock
beneficially owned through RHL Ventures LLC, and 2,216,909 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)
6
<PAGE>
on December 10, 1999. We are relying solely on that filing for the purposes of
this table.
Mr. Alderson's and Mr. Klein's beneficial ownership columns include
warrants (exercisable at any time) to purchase an aggregate of 173,284 shares
of Common Stock. 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 3,550,296 21.5%
c/o WitSoundView Group
826 Broadway, 6th Floor
New York, NY 10003
Salomon Smith Barney/Citigroup 2,217,409 13.8%
Gerald R. Alderson 1,778,390 11.0%
c/o Wattage Monitor Inc.
1100 Kietzke Lane
Reno, NV 89502
Stephen D. Klein 1,375,391 8.5%
c/o iballs
487 Greenwich Street, 5th Floor
New York, NY 10013
</TABLE>
7
<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 seventy-five 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
will not be able to complete the equity financing with funds affiliated with
Weiss Peck & Greer, LLC and PurchasePro.com, Inc. currently contemplated
under the terms of an executed Stock Purchase Agreement (filed with the SEC
in conjunction with our Form S-3 on November 30, 2000), and may not be able
obtain sufficient funds to cover the expected shortfall between revenues and
expenditures through 2001. If the proposal is approved and the equity
financing contemplated under the Stock Purchase Agreement is completed, the
Common Stock will be diluted.
Consent by a majority of the Company's outstanding shares of Common
Stock will be required for approval of the amendment to the Amended and
Restated Articles of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A CONSENT OR VOTE FOR PROPOSAL NO. 1
By Order of the Board of Directors,
Willie E. Dennis
Secretary
8
<PAGE>
PROPOSAL NO. 2
APPROVAL OF INCREASE IN SHARES AVAILABLE FOR ISSUANCE
UNDER THE COMPANY'S 1999 INCENTIVE COMPENSATION PLAN
The Board of Directors of Wattage Monitor Inc. proposes to increase the
number of shares authorized for issuance under the Company's 1999 Incentive
Compensation Plan from 2,500,000 to 8,989,980.
The Board of Directors believes that it is in the best interests of the
Company and its shareholders to approve the amendment to the 1999 Incentive
Compensation Plan, which will allow the Company to continue to grant options
under the 1999 Incentive Compensation Plan in order to help the Company secure
and retain the services of key employees and consultants.
If the proposal is not approved, the Company will not be able to
complete the equity financing with funds affiliated with Weiss Peck & Greer,
LLC and PurchasePro.com, Inc. currently contemplated under the terms of an
executed Stock Purchase Agreement (filed with the SEC in conjunction with our
Form S-3 on November 30, 2000).
DESCRIPTION OF THE 1999 INCENTIVE COMPENSATION PLAN AND AMENDMENT
On April 19, 1999, the Company adopted the 1999 Incentive Compensation
Plan in order to motivate qualified employees and certain consultants of the
Company and its affiliates, as well as to assist the Company and its affiliates
in attracting employees and to align the interests of such persons with those of
the shareholders of the Company. As of December 4, 2000, 37 individuals and/or
entities held options under the 1999 Incentive Compensation Plan.
The major features of the 1999 Incentive Compensation Plan are
summarized below. The description provided below is qualified in its entirety by
reference to the actual 1999 Incentive Compensation Plan, a copy of which was
filed as an Exhibit to the Company's Registration Statement on Form SB-2 filed
with the SEC on November 18, 1999.
The 1999 Incentive Compensation Plan provides for the discretionary
grants of "incentive stock options" ("Incentive Stock Options") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and nonqualified stock options ("Nonqualified Options") to officers and
key employees of, and consultants to, the Company and its affiliates at an
exercise price equal to not less than the fair market value of a share of our
Common Stock on the grant date. The 1999 Incentive Compensation Plan is
administered by the Compensation Committee.
The 1999 Incentive Compensation Plan currently authorizes the issuance
of options to purchase a maximum of 2,500,000 shares of Common Stock. The 1999
Incentive Compensation Plan contains customary provisions with respect to
adjustments for stock splits and similar transactions. If any stock option
granted under the 1999 Incentive Compensation Plan terminates, expires
unexercised, or is cancelled, the shares of Common Stock that would otherwise
have been issuable pursuant thereto will be available for issuance pursuant to
the grant of new stock options.
As of December 4, 2000, there are 1,286,350 reserved shares of our
Common Stock which remain available for issuance, and 1,213,650 shares of Common
Stock that are reserved for the exercise of existing grants. Options have
maximum terms of ten years from the grant date. Options are not assignable or
transferable other than by will or by the laws of inheritance. Options may be
exercised only by the optionee. The optionee has no rights with respect to
shares of Common Stock of the Company underlying the options until the options
are exercised and the option price is paid for the purchased shares. The Board
of Directors of the Company is authorized to cancel outstanding options in
return for the grant of new options, stock or cash. The 1999 Incentive
Compensation Plan terminates on the earlier of April 19, 2009 or the date on
which all shares available for issuance have been issued or cancelled. As of
December 4, 2000, executive officers and all other employees were eligible to
participate. If the Company is acquired by merger, consolidation or asset sale,
or there is a hostile change in control, each option granted under the plan may
be accelerated, and all unvested shares issued thereunder become immediately
vested.
9
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
A. Incentive Stock Options. The following general rules are applicable,
under existing law, to holders of Incentive Stock Options and to the Company for
Federal income tax purposes:
1. Generally, no taxable income results to the optionee upon the grant
of an Incentive Stock Option or upon the issuance of shares to him, her or it
upon exercise of an Incentive Stock Option;
2. No tax deduction is allowed to the Company upon either the grant or
exercise of an Incentive Stock Option under the 1999 Incentive Compensation
Plan;
3. If shares acquired upon the exercise of an Incentive Stock Option
are not disposed of prior to the later of: (i) two years following the date the
Incentive Stock Option was granted; or (ii) one year following the date the
shares are transferred to the optionee pursuant to the exercise of such
Incentive Stock Option, the difference between the amount realized on any
subsequent disposition of the shares and the exercise price will generally be
treated as long-term capital gain or loss to the optionee;
4. If shares acquired upon the exercise of an Incentive Stock Option
are disposed of before the expiration of one or both of the requisite holding
periods (a "disqualifying disposition"), then, in most cases, the lesser of: (i)
any excess of the fair market value of the shares at the time of exercise of the
Incentive Stock Option over the exercise price; or (ii) the actual gain on
disposition, will be treated as compensation to the optionee and will be taxed
as ordinary income in the year of such disposition;
5. Any excess of the amount realized by the optionee as the result of a
disqualifying disposition over the sum of: (i) the exercise price; and (ii) the
amount of ordinary income recognized under the above rules, will be treated as
either a long-term or short-term capital gain, depending upon the time elapsed
between receipt and disposition of the shares;
6. In any year that an optionee recognizes compensation income on a
disqualifying disposition of shares acquired by exercising an Incentive Stock
Option, the Company will generally be entitled to a corresponding deduction for
income tax purposes; and
7. The bargain element at the time of exercise of an Incentive Stock
Option (i.e., the amount by which the fair market value of the Common Stock
acquired upon exercise of the Incentive Stock Option exceeds the exercise price)
may be taxable to the optionee under the "alternative minimum tax" provisions of
the Code.
B. Nonqualified Stock Options. The following general rules are applicable,
under existing law, to holders of Nonqualified Stock Options and to the Company
for Federal income tax purposes:
1. The optionee will not realize any taxable income upon the grant of a
Nonqualified Stock Option, and the Company is not allowed a business expense
deduction by reason of any such grant;
2. The optionee will recognize ordinary compensation income at the time
of the exercise of a Nonqualified Stock Option in an amount equal to the excess,
if any, of the fair market value of the shares on the date of exercise over the
exercise price. Gain or loss upon a subsequent disposition of the shares
underlying a Nonqualified Stock Option will be either long-term or short-term
capital gain or loss, depending on the time elapsed between receipt and
disposition of such shares disposed of; and
3. In general, the Company will be entitled to a tax deduction upon the
exercise of a Nonqualified Stock Option.
10
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation
awarded to or earned by all executive officers who served in that position
during fiscal year 1999, and the most highly compensated executive officers of
the Company who held such positions at the end of fiscal year 1999 and earned
more than $100,000 in annual salary and bonus:
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation Awards
Name and Principal Position Year Salary Securities Underlying Options
--------------------------- ---- ------ -----------------------------
<S> <C> <C> <C>
Gerald R. Alderson.......... 1999 $ 150,000 10,000
President, Chief Executive
Officer and Director
Alexander Ellis, III......... 1999 $ 125,000 10,000
Vice President - Marketing
and Director
John D. Westfield............ 1999 $ 195,000 ---
Vice President - Technology
</TABLE>
OPTIONS OUTSTANDING UNDER THE 1999 INCENTIVE COMPENSATION PLAN
As of December 4, 2000, options to acquire a total of 1,213,650 shares
of Common Stock were issued and outstanding under the 1999 Incentive
Compensation Plan, which includes options to the Company's Directors and the
named executive officers as follows:
<TABLE>
<CAPTION>
Number of Shares
Underlying
Name and Address of Beneficial Owner Options Granted
------------------------------------ ----------------
<S> <C>
Alexander Ellis, III 320,000
John D. Westfield 225,000
Robert E. Forrest 125,000
Vicki L. Center 125,000
Stephen D. Klein 20,000
Gerald R. Alderson 20,000
Joel Dumaresq 20,000
Daniel I. DeWolf 20,000
Willie E. Dennis 10,000
</TABLE>
The number of shares which may be subject to options to be granted
under the 1999 Incentive Compensation Plan in the future is entirely within the
discretion of the Compensation Committee and is, therefore, not determinable at
this time.
The closing sale price of the Company's Common Stock on December 4,
2000, as reported on the OTC Electronic Bulletin Board, was $0.92 per share.
Consent by a majority of the Company's outstanding shares of Common
Stock will be required for approval of the amendment to the 1999 Incentive
Compensation Plan.
THE BOARD OF DIRECTORS RECOMMENDS A CONSENT OR VOTE FOR PROPOSAL NO. 2
By Order of the Board of Directors
Willie E. Dennis
Secretary
11
<PAGE>
INCORPORATION BY REFERENCE
The SEC allows the Company to "incorporate by reference" the information
the Company has previously filed with it, which means that the Company can
disclose important information to you by referring you to those documents.
The information that the Company incorporates by reference is considered to
be part of this Proxy Statement, and later information that the Company files
with the SEC will automatically update and supersede this information. The
Company incorporates by reference the documents listed below:
1. The Company's Registration Statement on Form S-3, and any exhibits
thereto, filed on November 30, 2000.
2. The Company's Registration Statement on Form SB-2, and any exhibits
thereto, filed on November 18, 1999.
You may request a free copy of any of the above filings by writing or
calling Kristi Grund, Wattage Monitor Inc., 1100 Kietzke Lane, Reno, Nevada
89502, (775) 327-6000.
12
<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 seventy-five 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
80,000,000, of which 75,000,000 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.
13
<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 December, 2000.
----------------------
Gerald R. Alderson
President
----------------------
Willie E. Dennis
Secretary
14
<PAGE>
WATTAGE MONITOR INC.
CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
--------------------
This Consent card will be executed in Please indicate /X/
the manner directed herein by the undersigned your position as
shareholder. If no direction is made, this shown in this
Consent card shall be deemed to indicate example
approval on Proposal No. 1 and Proposal No. 2. --------------------
FOLD AND DETACH HERE
-------------------------------------------------------------------------------
The Board of Directors recommends consent on Proposal No. 1
APPROVE DISAPPROVE ABSTAIN
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
FIFTY MILLION TO SEVENTY-FIVE
MILLION
The Board of Directors recommends consent on Proposal No. 2
APPROVE DISAPPROVE ABSTAIN
PROPOSAL NO. 2
APPROVAL OF INCREASE IN SHARES
AVAILABLE FOR ISSUANCE UNDER
THE COMPANY'S 1999 INCENTIVE
COMPENSATION PLAN FROM
2,500,000 TO 8,989,980
Signature: ____________________________ Signature: __________________________
Date: ____________________________ 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.
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