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 Rule 14a-11(c) or Rule 14a-12
CAVION TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
-------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CAVION TECHNOLOGIES, INC.
6446 S. KENTON ST.
ENGLEWOOD, COLORADO 80111
(720) 875-1900
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 6, 2000
TO THE SHAREHOLDERS OF CAVION TECHNOLOGIES, INC.:
On behalf of our board of directors, I cordially invite you to attend
a special meeting of shareholders of our company, Cavion Technologies,
Inc., a Colorado corporation, to be held at the Inverness Hotel & Golf
Club, 200 Inverness Drive West, Englewood, Colorado, on Friday, October 6,
2000 at 9:00 a.m. Mountain Time for the purpose of considering and acting
upon the following proposal:
1. The approval and ratification of the terms of the February 2000
private placement of our common stock;
2. The approval and ratification of the terms of the July 2000
private placement of our common stock;
3. The approval and ratification of the terms of the August 2000
private placement of convertible promissory notes; and
4. The transaction of such other business as may properly come
before the meeting or any adjournment thereof.
A Proxy Statement explaining the matters to be acted upon at the
meeting is enclosed. Please read it carefully.
Only holders of record of our $.0001 par value common stock at the
close of business on Tuesday, September 5, 2000, will be entitled to
notice of and to vote at the meeting or at any adjournments thereof. The
Proxies are being solicited by our board of directors.
Even if you expect to attend the meeting in person, we are asking you
to sign and date the enclosed Proxy and return it promptly to us in the
enclosed envelope (which requires no additional postage if mailed in the
United States). Mailing in your Proxy to us will not affect your right to
vote in person if you attend the meeting or to amend your Proxy prior to
the meeting.
Englewood, Colorado DAVID J. SELINA
September 11, 2000 CHAIRMAN OF THE BOARD AND PRESIDENT
<PAGE>
CAVION TECHNOLOGIES, INC.
6446 S. KENTON ST.
ENGLEWOOD, COLORADO 80111
(720) 875-1900
-----------------------------
PROXY STATEMENT
------------------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 6, 2000
GENERAL INFORMATION
THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CAVION
TECHNOLOGIES, INC. FOR USE AT OUR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD AT THE INVERNESS HOTEL & GOLF CLUB, 200 WEST INVERNESS DRIVE WEST,
ENGLEWOOD, COLORADO, ON FRIDAY, OCTOBER 6, 2000, AT 9:00 A.M., MOUNTAIN
TIME. IT IS ANTICIPATED THAT THIS PROXY STATEMENT AND THE ACCOMPANYING
PROXY WILL BE MAILED TO OUR SHAREHOLDERS ON OR ABOUT SEPTEMBER 11, 2000.
Any person signing and returning the enclosed Proxy may revoke it at
any time before it is voted by giving us a later dated written revocation
of Proxy, providing us with a later dated amended Proxy, or voting in
person at the meeting. The expense of soliciting Proxies, including the
cost of preparing, assembling and mailing this Proxy material to our
shareholders, will be paid by us. It is anticipated that solicitations of
Proxies for the meeting will be made only by use of the mails; however, we
may use the services of our directors, officers and employees to solicit
Proxies personally or by telephone, without additional salary or
compensation to them. Brokerage houses, custodians, nominees and
fiduciaries will be requested to forward the Proxy soliciting materials to
the beneficial owners of our shares in their records. We will reimburse
them for the reasonable out-of-pocket expenses incurred by them for doing
so.
All shares represented by valid Proxies will be voted at the meeting
as you instruct.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of our $.0001
par value common stock, and only shareholders of record at the close of
business on Tuesday, September 5, 2000, are entitled to notice of and to
vote at the meeting or any adjournment thereof. On that date we had
4,966,974 shares of common stock outstanding, each share of which is
entitled to one vote on all matters to be voted upon at the meeting.
A majority of the outstanding shares of our common stock represented
in person or by Proxy and entitled to vote will constitute a quorum for
the meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below describes the beneficial ownership of our common
stock, as of the date of this Proxy Statement for:
o each person known by us to beneficially own more than 5% of
our common stock;
o each of our directors;
o each of our executive officers; and
o our current directors and executive officers as a group.
Unless otherwise indicated, the address of each beneficial owner below is
6446 South Kenton Street, Englewood, Colorado 80111.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNERSHIP
------------------------ ------------------ ----------
<S> <C> <C>
Andrew Telsey 923,102 18.6%
12835 E. Arapahoe Road
Englewood, CO 80012
Venture Funding, Ltd. 895,602 18.0%
12835 E. Arapahoe Road
Englewood, CO 80012
Boutine Capital, LLC 738,370 14.9%
5460 S. Quebec St. #220
Englewood, CO 80111
David J. Selina 399,265 7.8%
Craig E. Lassen 307,575 6.2%
245 Poplar Street
Denver, CO 80220
Jeffrey W. Marshall 282,231 5.6%
Marshall E. Aster 50,000 1.0%
Daniel W. Dudley 48,667 <1%
Marvin C. Umholtz 20,001 <1%
Stephen B. Friedman 27,500 <1%
John R. Evans 42,880 <1%
David E. Maus 13,750 <1%
All directors and
executive officers
as a group (8 persons) 884,264 16.4%
------------------------
</TABLE>
In the preceding table:
o Andrew I. Telsey is a former director of Cavion and he is the
sole shareholder of Venture Funding, Ltd.
o The sole member of Boutine Capital, LLC is Julie Graham who is
the spouse of Gary Graham, the president of First Capital
Investments, Inc., the agent for three of our private placements,
including the February 2000 and August 2000 private placements
described below. Julie Graham is also the sole shareholder of
First Capital Investments, Inc.
o The shares owned by the executive officers and directors include
or consist of the following shares acquirable upon exercise of
stock options which are exercisable within 60 days of this Proxy
Statement: Mr. Selina - 183,334, Mr. Marshall - 66,667, Mr.
Aster - 50,000, Mr. Dudley - 36,667, Mr. Umholtz - 20,001, Mr.
Friedman - 27,500, Mr. Evans - 27,500 and Mr. Maus - 13,750.
Unless otherwise noted, we believe all persons named in the table
have sole voting and investment power with respect to all shares
beneficially owned by them.
APPROVAL AND RATIFICATION OF THE
FEBRUARY 2000 PRIVATE PLACEMENT OF
OUR COMMON STOCK FOR $12 PER SHARE
On February 17, 2000, our board of directors approved a private
placement to accredited investors of 205,000 shares of our common stock at
$12.00 per share, the closing price on the Nasdaq SmallCap Market on
February 14, 2000, the date we negotiated the terms. The terms of the
transaction were subject to the approval of our board which approved them
on February 17, 2000, when the closing price for our common stock on the
Nasdaq SmallCap Market was $16.75. We received gross proceeds of
$2,460,000. We received net proceeds of $2,211,354 after payment of a
placement fee of $196,800 to First Capital Investments, Inc., a registered
broker-dealer, and other offering costs. First Capital also received a
five year warrant to purchase 20,500 shares of our common stock
exercisable at $13.20 per share. We also filed a registration statement
with the U.S. Securities and Exchange Commission to register the shares of
common stock for the private placement and the shares underlying the
warrant issued to First Capital.
We are submitting this transaction and the following two transactions
to a vote of our shareholders in an effort to comply with the shareholder
approval requirement of Nasdaq Stock Market Rule 4310(c)(25)(G)(i). That
Rule requires shareholder approval for the issuance in a transaction not
involving a public offering of voting securities equal to twenty percent
(20%) or more of the total voting securities of a company at less than
fair market value prior to such issuance. While we did not issue twenty
percent (20%) of our total voting securities and we do not believe that
the shares were issued at less than the fair market value at the time of
the offering, in an abundance of caution especially considering the
cumulative effect of the other private securities transactions described
below, we are asking our shareholders to approve and ratify the terms and
conditions of this transaction. If this transaction was combined with our
two other private placements, the total shares issued could total more
than 20% of our total shares of common stock, depending on the time the
percentages are measured and the number of shares actually issued in the
other two transactions.
The shares for our February 2000 private placement were issued at
$12.00 per share and the average closing sale price of our common stock
for the two weeks ending September 1, 2000 was $4.81. Therefore, that
private placement would be considered anti-dilutive based on current
market prices.
The February 2000 private placement was made on the basis of arms
length negotiations with representatives of the accredited investors. The
decision to raise the capital needed for payment of debt and expansion by
means of this private placement of our securities, rather than by a public
offering at market price, was carefully considered by our management. In
the case of the February 2000 private placement, it was management's
conclusion that our immediate need for the additional capital, coupled
with the additional time necessary for us to conduct a successful public
offering, outweighed the benefit of a potentially higher stock price in a
public offering.
Our board of directors and our management believe that this issuance
of our common stock was in the best interests of Cavion and our
shareholders. The additional capital made available to us in February
2000 was used for general corporate purposes, including working capital.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE APPROVAL AND RATIFICATION OF THE
FEBRUARY 2000 PRIVATE PLACEMENT OF OUR COMMON STOCK.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
APPROVAL AND RATIFICATION OF THE
JULY 2000 PRIVATE PLACEMENT OF
OUR COMMON STOCK AT A VARIABLE PRICE
On July 21, 2000, our board of directors approved a private placement
of up to 1,000,000 shares of our common stock over a 24 month period to
Mothlake International Limited pursuant to the terms of a Common Stock
Purchase Agreement dated July 21, 2000. The Agreement establishes what is
sometimes termed an equity line of credit or equity drawdown facility. We
are now asking that this private placement be approved and ratified by our
shareholders.
In general, the drawdown facility operates like this: the investor,
Mothlake, has committed to provide us with money as we request it over a
24 month period, in return for the issuance of up 1,000,000 shares of our
common stock to Mothlake. Approximately once every 30 trading days, we
may request a draw of up to $1,500,000. The maximum amount we actually
can draw down upon each request will be 4.5% of the weighted average price
of our common stock for the three month period prior to our request
multiplied by the total trading volume for the three months prior to our
request. Each drawdown must be for at least $250,000 during any
investment period. The investment period is defined as 22 trading days
and consists of two pricing periods of 11 trading days. The purchase of
the stock is settled on the second business day following the end of each
pricing period. At the end of a each pricing period following the
drawdown request, the drawdown amount is determined based on the volume-
weighted average stock price during that 11 day period. We then use the
formulas in the Agreement to determine the number of shares we will issue
to Mothlake in return for that money. We may not request a new drawdown
until the expiration of 5 trading days after the last settlement date for
the preceding pricing period.
There is no maximum number of draws; however, the number of draws is
effectively limited by the number of trading days which must occur between
each drawdown as described above. We are under no obligation to request a
draw for any period.
The number of shares we would issue and the proceeds we would receive
could be further limited by a provision of the Agreement that prevents us
from issuing shares to Mothlake to the extent Mothlake would beneficially
own more than 9.9% of our then outstanding common stock. Any resales of
shares by Mothlake would reduce the number of shares beneficially owned by
Mothlake, and would enable us to issue additional shares to Mothlake
without violating this condition.
The per share dollar amount Mothlake pays for our common stock for
each drawdown includes a 10% discount to the average daily market price of
our common stock for the 22-day period after our drawdown request,
weighted by trading volume. We will receive the amount of the drawdown
less an escrow agent fee of $1,500 and a total of 10.64% as placement fees
and finders fees. A placement fee of 8% is being paid to Avalon Research
Group, Inc., a registered broker-dealer, on account of their efforts in
placing the shares. Pursuant to a separate agreement between us and
Strategic Growth International, Inc., we are obligated to pay a finders
fees equal to 33% of any compensation paid to any placement agent
introduced to us by Strategic. As a result of our agreement with Avalon
and the placement of shares with Mothlake, we are obligated to pay a
finders fee to Strategic equal to 33% of Avalon's 8% placement fee, or
2.64% of the gross proceeds of the offering, on account of their
introduction of Avalon to us. If we raise $5 million or more in
transactions placed by persons to whom we are introduced by Strategic,
Strategic will be entitled to exercise a warrant to purchase 100,000
shares of our common stock at $8.625, which under our agreement with
Strategic, was to be issued at the time we entered into the Mothlake
Agreement.
As provided in the Agreement, we issued to Mothlake warrants to
purchase up to 60,000 shares of our common stock at an exercise price of
$10.17 per share and to Avalon warrants to purchase up to 80,000 shares of
our common stock at the same exercise price. In addition, under the
Agreement, at the time of each drawdown we will issue to Mothlake a
warrant to purchase up to a number of shares of our common stock equal to
25% of the shares purchased in that drawdown, exercisable at the same
price as the shares it purchased in that drawdown. We have agreed to file
a registration statement with the SEC to register the shares for the
drawdowns and the shares underlying the warrants.
In addition, the Agreement provides that, until we receive
shareholder approval, no shares will be sold or issued under the Agreement
if and to the extent that such sale or issuance would result in violation
by us of Nasdaq Stock Market Rule 4310(c)(25)(G)(i). The net effect is
that we will not, and cannot, make any drawdowns if it would be a
violation of that Rule.
The issuance of further shares and the eligibility of issued shares
for resale will dilute our common stock. While there are many variables,
the following table illustrates the dilutive effect of an issuance to
Mothlake of just one drawdown for the maximum amount of $1,500,000,
reflecting:
o our closing price of $6.09 per share on September 1, 2000, and
various higher and lower closing prices;
o those closing prices discounted by 10% to Mothlake;
o the percentage difference from our closing price on September 1,
2000; and
o 4,966,974 shares outstanding (the actual number as of September
1, 2000).
<TABLE>
<CAPTION>
Closing Discounted Closing Price Number of % of Total
Price at 10% as a Shares Outstanding
Per Per Share Percentage Issued Issued to
Share to Mothlake of 9-1-00 Closing to Mothlake Mothlake
----- ----------- ----------------- ----------- ---------
<S> <C> <C> <C> <C>
$9.13 $8.23 150% 182,260 3.67%
$7.61 $6.85 125% 218,978 4.41%
$6.09 $5.48 100% 273,723 5.5%
$4.56 $4.10 75% 365,854 7.4%
$3.05 $2.75 50% 545,455 10.9%
</TABLE>
As provided in the Agreement and as explained for the prior proposal,
we are submitting this transaction to a vote of our shareholders in an
effort to comply with the shareholder approval requirement of Nasdaq Stock
Market Rule 4310(c)(25)(G)(i). That Rule requires shareholder approval
for the issuance in a transaction not involving a public offering of
voting securities equal to twenty percent (20%) or more of the total
voting securities of a company at less than fair market value prior to
such issuance. Because all of the shares issued to Mothlake in the
drawdowns will be at a discount of 10% from their fair market value, we
believe that the transaction may be covered by the Rule. Therefore, in an
effort to comply with the Rule, we are asking our shareholders to approve
and ratify the terms and conditions of this transaction.
While we do not know how many shares we will ultimately issue by
virtue of drawdowns under the Mothlake Agreement, we plan to register
1,000,000 shares of our common stock for resale. If all of those shares
are in fact issued, it will be more than the 20% of our outstanding shares
of common stock today, which is only 993,394 shares. If we do not receive
shareholder approval by the time we request a drawdown from Mothlake which
would require us to issue more than 993,394 shares (including all other
private placements covered by the Rule), or if the registration statement
registering the common stock underlying the Agreement has not been
declared effective by the SEC by November 30, 2000, the Mothlake Agreement
will be terminated and it will not be available to provide capital to us.
While we recognize that the effect of the drawdowns is to give
Mothlake a 10% discount from the price which would otherwise be available
to the public on the date of each drawdown, we consider the overall effect
of the availability of the funds on an as needed basis for the drawdowns
to be positive for Cavion. Accordingly, while we cannot safely predict
the effect of this or any other transaction on the market price of our
common stock, we do not believe that this transaction should adversely
affect that price.
Our board of directors and our management believe that the equity
drawdowns with Mothlake and the proposed issuance of the other securities
in the August 2000 private placement discussed below are in the best
interests of the Cavion and our shareholders. The additional capital made
available to us by the latter two transactions will permit us, among other
things, to repay outstanding promissory notes in the principal amount of
$470,000 due October 19, 2000 (to the extent not voluntarily converted by
the holder into shares of our common stock), to expand our sales and
marketing efforts, to continue our product development efforts, including
the development and marketing of Member EmporiumT and for general
corporate purposes, including working capital and potential acquisitions.
If and to the extent that the holders of the October Notes convert their
Notes into shares of our common stock, it will be done on the same terms
and conditions as our August 2000 private placement of Notes and Warrants
and the shares underlying their promissory notes and warrants will be
included in the registration statement for that offering.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE APPROVAL AND RATIFICATION OF THE
JULY 2000 PRIVATE PLACEMENT OF OUR COMMON STOCK.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
APPROVAL AND RATIFICATION OF THE
AUGUST 2000 PRIVATE PLACEMENT OF
PROMISSORY NOTES CONVERTIBLE TO COMMON STOCK
AT $6.00 PER SHARE (SUBJECT TO ADJUSTMENT)
On August 1, 2000, our board of directors approved a private offering
of up to $3,000,000 in convertible subordinated Notes and Warrants to
purchase shares of our common stock. By resolution dated September 7,
2000, our board also approved an increase in the maximum amount of the
offering to $4,000,000. The one year secured Notes bear 10% interest per
annum. The interest is payable quarterly in cash or in freely tradable
shares of our common stock, in our discretion. If we pay the interest
with stock, the stock will be valued at the closing price on the date of
the interest payment. Payment of interest will have preference over
payment of any dividends on the common stock, although our policy is not
to pay any dividends at this time. The Notes are convertible into our
common stock at the ratio of 8,333 shares per $50,000 note ($6.00 per
share) at the option of the purchaser at any time after we file a
registration statement to register the underlying shares, which we are
required to do promptly after the conclusion of the offering. We may pre-
pay the Notes, with 30 days notice, if our common stock trades at a
closing price of $14.00 per share or greater for any 20 consecutive
trading days. Each purchaser of a Note will also be granted a five year
Warrant to purchase 2,083 shares exercisable at $6.00 per share for each
$50,000 Note purchased. Our registration statement with the SEC will
cover the shares underlying both the Notes and the Warrants, as well as
the shares which we may elect to issue as payment of interest on the
Notes. On the effective date of the registration statement, each
purchaser, at its discretion, may adjust the conversion price in the event
the average closing price for our common stock during the preceding ten
day trading period is equal to or less than $6.00 per share. If during
the one year period following the effective date of the registration
statement, we sell shares of our stock, directly or indirectly, at a price
less than the conversion price of $6.00, or as adjusted by the purchaser,
then we will be required to reduce the conversion price of the Notes to
equal the lower price.
The Notes will be subordinated in right of payment to our 15% secured
notes in the principal amount of $470,000 due October 19, 2000. The
holders of the October Notes have the first priority security interest in
our assets. The Notes will be in default if we fail to pay principal or
interest at maturity, or if we fail to observe or perform certain
covenants, conditions and agreements set forth in the Notes, or if we
become bankrupt or insolvent. No notices or other evidence are required
to be furnished as to the absence of default or as to compliance with the
terms of the Notes.
First Capital Investments, Inc., as the placement agent for this
offering, is entitled to receive 8% of the gross proceeds of the offering.
It is also entitled to receive a five year warrant to purchase 10% of the
total amount of Notes sold exercisable at 110% of price of the Notes.
As explained for the two prior proposals, we are submitting this
transaction to a vote of our shareholders in an effort to ensure
compliance with the shareholder approval requirement of Nasdaq Stock
Market Rule 4310(c)(25)(G)(i). That Rule requires shareholder approval
for the issuance in a transaction not involving a public offering of
voting securities equal to twenty percent (20%) or more of the total
voting securities of a company at less than fair market value prior to
such issuance. We believe that the shares issuable upon conversion of the
Notes will be issued at fair market value since the $6.00 conversion price
is actually higher than the $5.75 closing price when the transaction was
approved by our board of directors. There is, however, the possibility
for adjustments to the conversion price of the Notes which would make
some, if not all, of those shares to be issued at a lower price. As noted
above, purchasers may adjust the conversion price to an average of fair
market value at the time the registration statement covering their shares
is declared effective. While we do not believe that this transaction is
being done at below fair market value, in an effort to ensure compliance
with the Nasdaq Stock Market Rule, we are also asking our shareholders to
approve and ratify the terms and conditions of this transaction.
While we do not know how many shares we will issue under the
drawdowns under the Mothlake Agreement, between this offering, which
aggregates approximately 833,280 shares (including the Warrants) and our
February 2000 private placement of 205,000 shares, these offerings could
aggregate approximately 1,083,286 shares which is slightly over the 20%
limitation of 993,394 shares. We will not however, exceed the limits of
the Rule for any transactions covered by the Rule without receiving
shareholder approval.
If and to the extent that the holders of our promissory notes in the
principal amount of $470,000 due October 19, 2000 convert their notes into
shares of our common stock, it will be done on the same terms and
conditions as our August 2000 private placement of Notes and Warrants and
the shares underlying their promissory notes and warrants will be included
in the registration statement for that offering.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE APPROVAL AND RATIFICATION OF THE
AUGUST 2000 PRIVATE PLACEMENT OF
CONVERTIBLE PROMISSORY NOTES.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
OTHER BUSINESS
As of the date of this Proxy Statement, our management was not aware
of any other matter to be presented at the meeting other than as
presented. However, if any other matters are properly brought before the
meeting, the shares represented by valid Proxies will be voted with
respect to such matters in accordance with the judgment of the persons
voting them.
For the approval and ratification of each of our three private
placements in 2000, of the shares of common stock represented in person or
by proxy at the meeting and entitled to vote, the votes cast approving and
ratifying each of the private placements must exceed the votes opposing
it. Abstentions and broker non-votes will be counted for purposes of
establishing a quorum only. Only those votes cast for the approval and
ratification of the private placements will be counted as votes in favor
or affirmative votes.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR OUR NEXT ANNUAL MEETING OF SHAREHOLDERS
Any proposal from a shareholder intended to be presented at our next
annual meeting of shareholders to be held in May 2001, must be received at
our offices at 6446 South Kenton St., Englewood, Colorado 80111 no later
than January 1, 2001, in order to be included in the our proxy statement
and proxy for that meeting. In addition, any such proposal must satisfy
the conditions established by the SEC for shareholder proposals to be
included in the proxy statement for that meeting.
Englewood, Colorado DAVID J. SELINA
September 11, 2000 CHAIRMAN OF THE BOARD AND PRESIDENT
APPENDIX
PROXY CARD
CAVION TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David J. Selina and Marshall E.
Aster, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated below, all the
shares of common stock of Cavion Technologies, Inc. held of record by the
undersigned on September 5, 2000, at the Special Meeting of Shareholders
to be held on October 6, 2000 or any adjournment thereof.
1. The approval and ratification of the terms of the February 2000
private placement of our common stock;
For [ ] Against [ ]
2. The approval and ratification of the terms of the July 2000
private placement of our common stock;
For [ ] Against [ ]
3. The approval and ratification of the terms of the August 2000
private placement of convertible promissory notes; and
For [ ] Against [ ]
4. The transaction of such other business as may properly come
before the meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1. THIS PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO THE
UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement furnished herewith.
Dated:--------------, 2000
-------------------------------------
-------------------------------------
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s)
stenciled hereon. Executors, administrators,
trustees, guardians and attorneys should
indicate when signing. Attorneys should
submit powers of attorney.
PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED PRE-ADDRESSED
ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING OR TO SUBMIT A LATER DATED REVOCATION OR
AMENDMENT TO THIS PROXY ON THE ISSUE SET FORTH ABOVE.
