SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ____)
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-12
______________________________BrowseSafe.com, Inc.______________________________
(Name of Registrant As Specified In Its Charter)
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).
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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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[ ] 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.
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<PAGE>
DEFINITIVE PROXY SOLICITATION MATERIALS--
INTENDED TO BE RELEASED TO SHAREHOLDERS
ON OR ABOUT JUNE 15, 2000
BROWSESAFE.COM, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 2000
The Special Meeting of Shareholders of BrowseSafe.com, Inc., a Nevada
corporation (the "Corporation"), will be held at the Corporation's executive
offices at 7202 East 87th Street, Suite 109, Indianapolis, Indiana, on Friday,
June 30, 2000, at 10:00 a.m., Eastern Standard Time, for the following purposes:
1. To consider and vote upon a proposal to amend the Corporation's
Articles of Incorporation to increase the Corporation's
authorized capital stock from 25,000,000 to 85,000,000 shares of
common stock and to authorize 15,000,000 shares of preferred
stock.
2. To consider and vote upon a proposal to amend the Corporation's
Articles of Incorporation to change of the Corporation's name to
PlanetGood Technologies, Inc.
3. To consider and vote upon the adoption of the Corporation's Stock
Option Plan.
4. To transact such other business as may properly come before the
Special Meeting.
The record date for the determination of shareholders entitled to
receive notice of and to vote at the Special Meeting is the close of business on
June 6, 2000. Shares of Common Stock may be voted at the meeting only if the
holder is present at the meeting in person or by valid proxy.
SHAREHOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. ALL
SHAREHOLDERS, EVEN IF THEY PLAN TO ATTEND THE SPECIAL MEETING, ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
Ted P. O'Brien,
Vice President and Secretary
Dated: June 13, 2000
Indianapolis, Indiana
<PAGE>
BROWSESAFE.COM, INC
7202 East 87th Street
Indianapolis, Indiana 46256
PROXY STATEMENT
Special Meeting of Shareholders
To Be Held on June 30, 2000
This Proxy Statement is being furnished to shareholders on or about
June 13, 2000, in connection with the solicitation by the Board of Directors of
BrowseSafe.com, Inc., a Nevada corporation (the "Corporation"), of proxies to be
voted at the Special Meeting of Shareholders to be held at the Corporation's
executive offices at 7202 East 87th Street, Suite 109, Indianapolis, Indiana, on
Friday, June 30, 2000, at 10:00 a.m., Eastern Standard Time.
The purpose of the Special Meeting is to consider and vote upon
proposals to amend the Corporation's Articles of Incorporation to increase the
number of shares of common stock authorized, to authorize shares of preferred
stock and to change the Corporation's name and a proposal to adopt a Stock
Option Plan.
At the close of business on June 6, 2000, which has been fixed as the
record date for the purpose of determining the shareholders entitled to receive
notice of and to vote at the Special Meeting (the "Record Date"), there were
23,522,826 shares of the Corporation's common stock, par value $0.001 per share
(the "Common Stock") outstanding and entitled to vote at the Special Meeting.
(As reported in the Corporation's Form 10-QSB filed with the Securities and
Exchange Commission on May 15, 2000, a lawsuit involving a dispute over the
issuance of 2,738,000 shares has been filed against the Corporation and its
executive officers; the disputed shares have not been included in the total
number of shares outstanding and entitled to vote at the Special Meeting.) On
all matters considered at the Special Meeting, each shareholder who attends the
meeting in person or by proxy will have one vote for each share held. The
presence of a majority of the issued and outstanding shares of the Corporation's
Common Stock entitled to vote at the Special Meeting is required for a quorum at
the Special Meeting. Abstentions and broker nonvotes will be counted as present
for purposes of the determination of a quorum.
Approval of the proposals to amend the Corporation's Articles of
Incorporation and to approve the Stock Option Plan require the affirmative vote
of the holders of a majority of the issued and outstanding shares of the
Corporation's Common Stock entitled to vote at the Special Meeting. Accordingly,
abstentions will have the effect of a vote cast against the proposals.
If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked at any time insofar as it has not been exercised. The
proxy may be revoked by (a) filing with the Secretary (or other officer or agent
of the Corporation authorized to tabulate votes) either (i) an instrument
revoking the proxy or (ii) a subsequently dated proxy, or (b) attending the
Special Meeting and voting in person. Unless revoked, the proxy will be voted at
the Special Meeting in accordance with the instructions of the shareholder as
indicated on the proxy. If no instructions are given, the shares will be voted
in favor of the proposals.
<PAGE>
PROPOSAL 1
PROPOSED AMENDMENT TO THE CORPORATION'S
ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
AND TO AUTHORIZE PREFERRED STOCK
The Corporation's Board of Directors unanimously approved and adopted,
subject to shareholder approval, amendments to ARTICLE FOUR and ARTICLE TEN of
the Corporation's Articles of Incorporation to increase the number of authorized
shares of Common Stock from 25 million to 85 million shares, to authorize 15
million shares of preferred stock (the "Preferred Stock") and to adopt
provisions regarding the voting rights of the Common Stock and Preferred Stock.
The Corporation's Articles of Incorporation currently authorize 25 million
shares of Common Stock as the only capital stock of the Corporation.
As indicated above, as of the Record Date, 23,522,826 shares of Common
Stock were issued and outstanding. On March 14, 2000, the Corporation entered
into an Investment Agreement with a third party whereby the third party agreed
to purchase up to $30 million of the Corporation's shares of Common Stock over a
three-year period, provided that certain terms and conditions were satisfied.
The number of shares that the Corporation can sell to this third party is
dependent, in part, upon the volume of the trading of the Corporation' s Common
Stock on the OTC Bulletin Board. Under the Investment Agreement, the Corporation
is required to register a minimum of 12 million shares of Common Stock, and
therefore, the Corporation needs to increase its authorized shares to enable it
to take advantage of this potential source of financing. In addition, the
Corporation's Board of Directors believes that an increase in the number of
authorized shares of Common Stock would be in the best interest of the
Corporation because the availability of a reserve of authorized but unissued
shares would afford the Corporation greater flexibility in meeting future
developments in which the issuance of shares of Common Stock may be desirable,
as determined appropriate by the Board of Directors.
As in the case with the Corporation's presently authorized shares of
Common Stock, the issuance of additional shares of Common Stock, in most cases,
would be within the discretion of the Board of Directors without further action
by the shareholders. The Board of Directors of the Corporation will have the
power to determine the relative rights of and restrictions on any series of
Preferred Stock that it may authorize in the future, to provide the terms upon
which Preferred Stock may be converted into shares of any other class of stock,
and to issue and sell such Preferred Stock without prior shareholder approval.
If the proposed changes are approved, the Board could use the authorized but
unissued shares of either Common Stock or Preferred Stock, at its discretion, to
resist the consummation of certain acquisition attempts, by, for example,
diluting the ownership of a substantial shareholder or substantially increasing
the amount of consideration necessary for a shareholder to obtain control. As of
the date of this Proxy Statement, the Board of Directors is not aware of any
specific effort to accumulate shares or otherwise obtain control of the
Corporation.
<PAGE>
The proposed increase in the number of authorized shares of Common Stock
and the authorization of Preferred Stock, and the provision for voting rights
for such shares, would be accomplished by amending ARTICLE FOUR and ARTICLE TEN
of the Corporation's Articles of Incorporation to read as set forth in Appendix
A. Pursuant to the Nevada Revised Statutes ("NRS") and the Corporation's
Articles of Incorporation, the affirmative vote of the holders of a majority of
the aggregate number of outstanding shares of Common Stock is required for
approval of the amendments to ARTICLE FOUR and ARTICLE TEN. If approved by the
shareholders at the Special Meeting, the proposed amendments to the
Corporation's Articles of Incorporation would become effective upon the filing
of a certificate of amendment with the Nevada Secretary of State.
THE BOARD OF DIRECTORS HAS VOTED UNANIMOUSLY TO APPROVE THE INCREASE IN THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND TO AUTHORIZE PREFERRED STOCK AND
UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS. (ITEM 1 ON THE PROXY)
PROPOSAL 2
AMENDMENT TO THE CORPORATION'S
ARTICLES OF INCORPORATION TO CHANGE
THE CORPORATION'S NAME
The Corporation's Board of Directors has approved unanimously the adoption
of an amendment to the Corporation's Articles of Incorporation to change the
Corporation's name to PlanetGood Technologies, Inc. The Board of Directors
believes that the name change would be in the best interest of the Corporation
because the new name would reflect a broader corporate image beyond that
conveyed by the current name.
To accomplish the proposed name change, ARTICLE ONE of the Corporation's
Articles of Incorporation would be amended to read as follows:
ARTICLE ONE
NAME
The name of the corporation is PlanetGood Technologies, Inc.
Pursuant to the NRS and the Corporation's Articles of Incorporation, the
affirmative vote of a majority of the aggregate number of outstanding shares of
Common Stock is required for approval of the name change. If approved by the
shareholders at the Special Meeting, the name change would become effective upon
the filing of a certificate of amendment with the Nevada Secretary of State.
THE BOARD OF DIRECTORS HAS VOTED UNANIMOUSLY TO APPROVE THE NAME CHANGE AND
UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE CORPORATION'S
ARTICLES OF INCORPORATION TO CHANGE THE CORPORATION'S NAME. (ITEM 2 ON THE
PROXY)
<PAGE>
PROPOSAL 3
ADOPTION OF THE STOCK OPTION PLAN
The Board of Directors has adopted, subject to shareholder approval,
the Stock Option Plan (the "Option Plan"). The primary purpose of the Option
Plan is to advance the interests of the Corporation and its shareholders by
affording officers, directors, key employees of the Corporation and consultants
to the Corporation an opportunity to acquire or increase their proprietary
interest in the Corporation by the grant of stock options. By encouraging
employees to become owners of the Corporation, the Corporation seeks to attract,
motivate, reward and retain those highly competent individuals upon whose
judgment, initiative, leadership, and efforts the success of the Corporation
depends. Officers, directors, key employees of the Corporation or any of its
subsidiaries (currently approximately 85 persons) and consultants to the
Corporation will be eligible for grants under the Option Plan. Options may be
granted under the Option Plan until the tenth anniversary date of the effective
date of the Option Plan. (Currently, the Option Plan is named the
"BrowseSafe.com, Inc. Stock Option Plan." If the proposal to change the
Corporation's name is approved at the Special Meeting, the name of the Option
Plan will be changed to the "PlanetGood Technologies, Inc. Stock Option Plan.")
The following summary of the material features of the Option Plan does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Option Plan (the Option Plan was filed as Exhibit 6.7 to the
Corporation's Form 10-SB filed with the Securities and Exchange Commission
("SEC") on November 24, 1999, which is available on-line at the SEC's website at
www.sec.gov).
Shares Subject to the Option Plan
The Plan authorizes the grant of options covering up to 3 million
shares of the Corporation's Common Stock to directors, officers, key employees
and consultants, subject to adjustment as appropriate to reflect any future
stock splits, stock dividends, or other changes in the capitalization of the
Corporation; provided, however, that the Option Plan limits the number of shares
of Common Stock underlying options granted pursuant to the Option Plan to not
more than 25 percent of the shares of Common Stock outstanding as of the end of
the immediately preceding fiscal quarter. Options granted under the Option Plan
will be in the form of either incentive stock options or nonqualified stock
options (referred to as "nonqualified" because, unlike incentive stock options,
they are not intended to qualify under the provisions of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code")). As of the date of this
Proxy Statement, options covering an aggregate of 2,498,000 shares of Common
Stock had been granted pursuant to the Option Plan, subject to shareholder
approval.
<PAGE>
Administration
The Option Plan provides that it is to be administered by the Board of
Directors and requires that the Board meet such requirements as may be
established from time to time by the Securities and Exchange Commission for
plans intended to qualify for exemption under Rule 16b-3 adopted under the
Securities Exchange Act of 1934. The Board has sole discretion and authority to
determine from time to time the individuals to whom options may be granted under
the Option Plan, the number of shares covered by each option, the period during
which an option may be exercised and the price at which an option may be
exercised, subject to the limitations set forth in the Option Plan, including
those discussed below.
Option Features
The Option Plan provides that the exercise price for an incentive stock
option shall not be less than 100 percent of fair market value of the shares of
Common Stock covered by the option at the time of grant and that the exercise
price for a nonqualified option shall not be less than 50 percent of fair market
value of the shares of Common Stock covered by the option at the time of grant.
The period for exercising an option granted under the Option Plan may not exceed
ten years from the date of grant. The Option Plan also provides that options
must become fully exercisable in at least 20 percent increments over a five-year
period, with the first 20 percent becoming exercisable on the first anniversary
of the date of grant and with the option becoming fully exercisable on the date
that is five years after the date of grant. The Option Plan limits to 500,000
the number of options that a single optionee may receive in any year pursuant to
the Option Plan.
Payment for Shares
The Board, in its discretion, may determine whether the exercise price
for an option may be paid in cash or by delivering shares of the Corporation's
Common Stock previously acquired by the optionee and having an aggregate fair
market value equal to the exercise price, or a combination of cash and
previously owned shares of the Corporation's Common Stock.
Transferability of Options; Termination of Employment
Options granted under the Option Plan are not transferable during the
optionee's lifetime, except pursuant to a qualified domestic relations order
and, in the event of the optionee's death, options are only transferable by will
or the laws of descent and distribution.
If the optionee's employment or directorship is terminated as a result
of the optionee' s death, then the person or persons to whom the optionee's
rights to the options pass by will or the laws of descent and distribution may
exercise the options at any time prior to the date that is one year from the
date of the optionee's death. If an optionee's termination of employment or
directorship results from the optionee's disability, then the optionee has the
right to exercise any options for a period of one year from the date of such
disability. If an optionee's status as a director or employee terminates for any
reason other than death or disability, then any options held by the optionee may
be exercised for 30 days following the date of such termination. Options may not
be exercised beyond the term of the option.
<PAGE>
New Plan Benefits
Since the Corporation's Board of Directors has discretion as to the
persons who will receive grants of options under the Option Plan and the number
of shares covered by any such options, the persons to whom options will be
granted in the future and the number of options that will be granted in the
future are not determinable. The following table presents information on options
that had been granted under the Plan, subject to shareholder approval, as of the
date of this Proxy Statement:
<TABLE>
Number of Common Shares Covered
Names and Positions by Options Granted On
<S> <C> <C>
November 16, 1999 April 14, 2000
Mark W. Smith, President, and Chief
Executive Officer 450,000 150,000
Executive Group* (3 persons) 1,150,000 450,000
Non-Executive Employee Group (24 persons) 0 898,000
</TABLE>
*The three executive officers are also the three members of the Corporation's
Board of Directors.
Termination, Amendment and Modification of the Option Plan
The Board of Directors of the Corporation may at any time, and in any
respect, amend, modify or terminate the Option Plan, except that no such
amendment, modification or termination may be made without the approval of the
Corporation's shareholders if such action would increase the total number of
shares of Common Stock subject to the Option Plan, materially modify the
requirements as to eligibility for participation in the Option Plan, materially
increase the benefits accruing to optionees under the Option Plan, extend the
term of the Option Plan or affect any option previously granted unless the
optionee consents to such action.
Certain Federal Income Tax Consequences Under Current Law
If an option granted under the Option Plan is an incentive stock
option, the optionee will recognize no income upon grant of the incentive stock
option and incur no tax liability due to the exercise unless the optionee is
subject to the alternative minimum tax. The Corporation will not be allowed a
deduction for federal income tax purposes as a result of the exercise of an
incentive stock option regardless of the applicability of the alternative
minimum tax. Upon the sale or exchange of the shares at least two years after
grant of the option and one year after receipt of the shares by the optionee,
any gain will be treated as long-term capital gain. If these holding periods are
not satisfied, the optionee will recognize ordinary income equal to the
difference between the exercise price and the lower of the fair market value of
the stock at the date of the option exercise or the sale price of the stock. A
different rule for measuring ordinary income upon such a premature disposition
may apply if the optionee is also an officer, director or ten percent
shareholder of the Corporation. The Corporation will be entitled to a deduction
in the same amount as the ordinary income recognized by the optionee. Any gain
recognized by the optionee on such a premature disposition of the shares in
excess of the amount treated as ordinary income will be characterized as capital
gain or loss.
<PAGE>
All other options that do not qualify as incentive stock options are
referred to as nonqualified options. An optionee will not recognize any taxable
income at the time he or she is granted a nonqualified option. Upon its
exercise, however, the optionee will recognize ordinary income for tax purposes
measured by the excess of the then fair market value of the shares at the time
of exercise over the option price. If the shares are subject to a substantial
risk of forfeiture when acquired or where the optionee is an officer, director
or ten percent shareholder of the Corporation, the date of taxation may be
deferred unless the optionee files an election with the Internal Revenue Service
under Section 83(b) of the Code. The income recognized by an optionee who also
is an employee of the Corporation will be subject to tax withholding by the
Corporation. Upon resale of such shares by the optionee, any difference between
the sales price and the exercise price, to the extent not recognized as ordinary
income as provided above, will be treated as capital gain or loss. The
Corporation will be entitled to a tax deduction in the amount and at the time
that the optionee recognizes ordinary income with respect to shares acquired
upon exercise of a nonqualified option.
The foregoing is only a summary of the effect of federal income taxation
upon the optionee and the Corporation with respect to the grant and exercise of
options under the Option Plan and does not purport to be complete and does not
discuss the income tax laws of any municipality, state or foreign country in
which an optionee may reside.
The Option Plan is not subject to any provisions of ERISA and is not
qualified under Section 401(a) of the Code.
Shareholder Approval
To become effective, the Option Plan must be approved by the affirmative
vote of the holders of a majority of the outstanding shares of Common Stock of
the Corporation represented at the Special Meeting and entitled to vote.
THE BOARD OF DIRECTORS HAS VOTED UNANIMOUSLY TO APPROVE THE OPTION PLAN AND
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE
THE STOCK OPTION PLAN. (ITEM 3 ON THE PROXY)
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain compensation information for the
Corporation's executive officers for the periods ending December 31, 1998 and
1999, which was paid by the Corporation or its predecessor. The Corporation had
no employees or operations in 1997.
<TABLE>
Long Term
Annual Compensation Compensation
Awards
---------------------------------------------------
<S> <C> <C> <C>
Name and
Principal Position Year Salary Options/ SARs (3)
------------------------------------------------------------------------------------------
Mark W. Smith 1999 $91,000 (1) 450,000
President and CEO
---------------------------------------------------
1998 18,560 (2) 0
------------------------------------------------------------------------------------------
Gregory P. Urbanski, CFO 1999 39,000 (1) 350,000
------------------------------------------------------------------------------------------
1998 5,000 (2) 0
------------------------------------------------------------------------------------------
Ted P. O'Brien, Vice President of 1999 78,000 (1) 350,000
Sales and Marketing
------------------------------------------------------------------------------------------
1998 13,520 (2) 0
------------------------------------------------------------------------------------------
</TABLE>
(1) To conserve cash, the Corporation accrued a portion of the officers'
salaries for 1999 and is deferring payment until it has the financial resources
to make such payments later in 2000. Mr. Smith was paid $58,778 in salary in
1999, and the Corporation has accrued $32,222 in deferred salary for Mr. Smith
for 1999. Mr. Urbanski was paid $15,670 in salary in 1999, and the Corporation
has accrued $23,330 in deferred salary for Mr. Urbanski. Mr. O'Brien was paid
$48,290 in salary in 1999, and the Corporation has accrued $29,710 in deferred
salary for Mr. O'Brien.
(2) To conserve cash, the Corporation accrued a portion of the officers'
salaries for 1998 and deferred payment until it had the financial resources to
make such payments. Mr. Smith was paid $4,640 in salary in 1998 and was paid the
accrued balance of $13,920 on March 10, 2000. Mr. Urbanski was paid $1,250 in
salary in 1998 and was paid the accrued balance of $3,750 on March 10, 2000. Mr.
O'Brien was paid $3,380 in salary in 1998 and was paid the accrued balance of
$10,140 on March 10, 2000
(3) Information on the options is provided above in the discussion of the
proposal to approve the Corporation's Stock Option Plan and in the following
tables.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
Individual Grants
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Number of Percent of Total Potential Realizable
Securities Options/SARs Value at Assumed
Underlying Granted To Exercise Rates of Stock Price
Options/ Employees or Base Appreciation for
SARs in Price Expiration Option Plan
Name Granted 1999 ($/Share) Date 5% 10%
Mark W. Smith 450,000 36% $.62 11/16/04 $175,000 $445,500
Gregory P. Urbanski 350,000 28% $.62 11/16/04 $136,500 $346,500
Ted P. O'Brien 350,000 28% $.62 11/16/04 $136,500 $346,500
</TABLE>
<PAGE>
All options were granted on November 16, 1999, and vest at a rate of 25
percent per year over a period of four years with the first 25 percent becoming
exercisable on November 16, 2000. The Corporation has not awarded stock
appreciation rights to any executive officer, employee or director, and it has
no long-term incentive plans. For additional information, see the discussion
above of the proposal to approve the Option Plan.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
<TABLE>
<S> <C> <C>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs In-the-Money Options/SARs
At Fiscal Year End At Fiscal Year End
Name Exercisable/Unexercisable Exercisable/Unexercisable(1)
Mark W. Smith 0/450,000 0/0(1)
Ted P. O'Brien 0/350,000 0/0(1)
Gregory P. Urbanski 0/350,000 0/0(1)
----------------------
</TABLE>
(1) None of the options was in-the-money because the fair market value per share
at December 31, 1999, based on the closing price reported on the OTC Bulletin
Board, was $.24 and the exercise price for the options was $.62.
Compensation of Directors
No direct or indirect remuneration has been paid or is payable to the
directors in their capacity as directors other than the granting of stock
options at the discretion of the Board of Directors. It is anticipated that
during the next twelve months the Corporation will not pay any direct or
indirect remuneration to any director in his capacity as a director other than
in the form of stock option grants or the reimbursement of the expenses of
attending directors' or committee meetings.
Other Payments
As of January 1, 1999, the Corporation entered into an employment
agreement for a period of two years with Michael Zapara, the principal
shareholder of the Corporation at the time (which was then known as Motioncast
Television Corporation of America). Michael Zapara was hired as the President of
the Corporation to perform such duties as were reasonably required of him in
such capacity. The compensation to be paid under this agreement was 200,000
shares of Common Stock of the Corporation per year. However, pursuant to the
mutual agreement of Michael Zapara and the Corporation, such compensation was
not paid. In June 1999, Michael Zapara and the Corporation agreed to terminate
the Employment Agreement in exchange for the issuance of 50,000 shares of the
Corporation's Common Stock.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Corporation's Common Stock as of June 6, 2000 by: (i) each
shareholder known by the Corporation to be the beneficial owner of 5 percent or
more of the outstanding shares of Common Stock, (ii) each director, and (iii)
all directors and executive officers as a group. Except as otherwise indicated,
the Corporation believes that the beneficial owners of the shares of Common
Stock listed below, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to community
property laws where applicable.
<TABLE>
<S> <C> <C>
Name of Beneficial Owner Shares Owned Percentage of
Outstanding (1)
Mark W. Smith (President, Chief Executive Officer and a 4,955,200 21.1%
Director) (2)
7202 East 87th Street, Suite 109
Indianapolis, Indiana 46256
Gregory P. Urbanski (Chief Financial Officer, Treasurer 2,477,600 10.5%
and a Director) (2)
7202 East 87th Street, Suite 109
Indianapolis, Indiana 46256
Ted P. O'Brien (Vice President of Sales and Marketing 2,477,600 10.5%
Secretary, and a Director) (2)
7202 East 87th Street, Suite 109
Indianapolis, Indiana 46256
Officers and Directors as a Group 9,910,400 42.1%
BrowseSafe, LLC 9,910,400 42.1%
6031 Terrytown Parkway
Indianapolis, Indiana 46254
GenesisTank.com, Inc. 6,000,000 25.5%
520 N. Central
Suite 800
Glendale, California 91203
Total for 5 Percent Holders 15,910,400 67.6%
</TABLE>
(1) Based upon a total of 23,522,826 shares outstanding as of June 9, 2000.
(2) All of the shares are held of record by BrowseSafe, LLC, an Indiana limited
liability company. Messrs. Smith, Urbanski and O'Brien own all of the interests
in BrowseSafe, LLC, and their beneficial ownership of the Corporation's shares
shown in the table is calculated on the basis of the percentage of their
ownership interests in BrowseSafe, LLC.
<PAGE>
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
The Board of Directors of the Corporation has unanimously approved the
matters to be voted upon at the Special Meeting: the increase in authorized
shares of Common Stock and the authorization for Preferred Stock, and the
provisions regarding the voting rights of such shares, the name change to
PlanetGood Technologies, Inc., and the adoption of the Stock Option Plan. Each
of the three current members of the Board of Directors is also an executive
officer of the Corporation and has been granted options under the Option Plan.
The three members of the Corporation's Board of Directors also own all of the
interests in BrowseSafe, LLC, which is the record owner of 9,910,400 shares
(approximately 42.1%) of the Corporation's Common Stock.
OTHER MATTERS
The Board of Directors knows of no matters, other than those reported
above, that are to be brought before the Special Meeting. If other matters
properly come before the Special Meeting, however, they will be considered and
voted upon by the shareholders in attendance at the meeting.
<PAGE>
APPENDIX A
Text of the Proposed Amendment to Articles Four and Ten
of the Corporation's Articles of Incorporation
ARTICLE FOUR
CAPITAL STOCK
Section 1. Authorized Shares. The total number of shares of capital
stock that the Corporation has authority to issue shall be 100,000,000 shares
consisting of 85,000,000 common shares (the "Common Shares") and 15,000,000
preferred shares (the "Preferred Shares"). The Corporation's shares shall have a
par value of $0.001 per share and are nonassessable.
Section 2. Terms of Preferred Shares.
(a) Preferred Shares may be issued from time to time in one or more
series, each such series to have such distinctive designation and such
preferences, limitations, and relative voting and other rights as shall be set
forth in these Articles of Incorporation. Subject to the requirements of the
Corporation Law and subject to all other provisions of these Articles of
Incorporation, the Board of Directors of the Corporation may create one or more
series of Preferred Shares and may determine the preferences, limitations, and
relative voting and other rights of one or more series of Preferred Shares
before the issuance of any shares of that series by the adoption of a resolution
that specifies the terms of that series of Preferred Shares. All shares of a
series of Preferred Shares must have preferences, limitations, and relative
voting and other rights identical to those of other shares of the same series.
No series of Preferred Shares need have preferences, limitations, or relative
voting or other rights identical with those of any other series of Preferred
Shares. Before issuing any shares of a series of Preferred Shares, the Board of
Directors shall (i) adopt a resolution that fixes and sets forth the distinctive
designation of such series; the number of shares that shall constitute such
series, which number may be increased or decreased (but not below the number of
shares thereof then outstanding) from time to time by action of the Board of
Directors; and the preferences, limitations, and relative voting and other
rights of the series; and (ii) file a certificate of designation with the Nevada
Secretary of State. Authority is hereby expressly vested in the Board of
Directors to fix all of the preferences or rights, and any qualifications,
limitations, or restrictions of such preferences or rights, of such series to
the full extent permitted by the Corporation Law; provided, however, that no
such preferences, rights, qualifications, limitations, or restrictions shall be
in conflict with these Articles of Incorporation or any amendment hereof.
(b) Preferred Shares of any series that have been redeemed (whether
through the operation of a sinking fund or otherwise) or purchased by the
Corporation, or that, if convertible, have been converted into shares of the
Corporation of any other class or series, may be reissued as a part of such
series or of any other series of Preferred Shares, subject to such limitations
(if any) as may be fixed by the Board of Directors with respect to such series
of Preferred Shares in accordance with Section 2(a) of this Article Four.
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ARTICLE TEN
VOTING OF SHARES
Section 1. Common Shares. Except as otherwise provided by the
Corporation Law or by the provisions adopted by the Board of Directors pursuant
to Section 2(a) of Article Four hereof describing the Preferred Shares or a
series thereof, the Common Shares shall have unlimited voting rights. At every
meeting of the shareholders of the Corporation every holder of Common Shares
shall be entitled to one vote in person or by proxy for each Common Share
standing in such holder's name on the share transfer records of the Corporation.
Section 2. Preferred Shares. Except as required by the Corporation Law
or by the provisions of these Articles of Incorporation adopted by the Board of
Directors pursuant to Section 2(a) of Article Four hereof describing the terms
of Preferred Shares or a series thereof, the holders of Preferred Shares shall
have no voting rights or powers. Preferred Shares shall, when validly issued by
the Corporation, entitle the record holder thereof to vote on such matters, but
only on such matters, as the holders thereof are entitled to vote under the
Corporation Law or pursuant to Section 2(a) of Article Four hereof describing
the terms of Preferred Shares or a series thereof (which provisions may provide
for special, conditional, limited, or unlimited voting rights, including
multiple or fractional votes per share, or for no right to vote, except to the
extent required by the Corporation Law).
A-2
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DEEFINITIVE PROXY SOLICATION MATERIALS--
INTENDED TO BE RELEASED TO SHAREHOLDERS
ON OR ABOUT JUNE 15, 2000
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
BROWSESAFE.COM, INC.
I hereby appoint Mark W. Smith and Ted P. O'Brien, and each of them, my
proxies, with power of substitution, to vote all shares Common Stock of
BrowseSafe.com, Inc. ("BrowseSafe") that I am entitled to vote at the Special
Meeting of Shareholders to be held at BrowseSafe's executive offices at 7202
East 87th Street, Suite 109, Indianapolis, Indiana 46256, on Friday, June 30,
2000, at 10:00 a.m., Eastern Standard Time, and any adjournments thereof, as
provided herein. This Proxy may be revoked at any time prior to its exercise
upon compliance with the procedures set forth in BrowseSafe's Proxy Statement,
dated June 13, 2000.
THIS PROXY WILL BE VOTED AS SPECIFIED. IN THE ABSENCE OF
SPECIFICATIONS, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 3. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3. SHAREHOLDERS SHOULD MARK, SIGN
AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POST-PAID ENVELOPE.
1. APPROVAL OF AMENDMENTS TO THE CORPORATION'S ARTICLES OF
INCORPORATION TO INCREASE IN THE AUTHORIZED SHARES OF
BROWSESAFE FROM 25 MILLION COMMON SHARES TO 85 MILLION COMMON
SHARES AND TO AUTHORIZE 15 MILLION PREFERRED SHARES.
__ FOR __ AGAINST __ ABSTAIN
2. APPROVAL OF AN AMENDMENT TO THE CORPORATION'S ARTICLES OF
INCORPORATION TO CHANGE BROWSESAFE'S CORPORATE NAME FROM
"BROWSESAFE.COM, INC." TO "PLANETGOOD TECHNOLOGIES, INC."
__ FOR __ AGAINST __ ABSTAIN
3. APPROVAL OF A STOCK OPTION PLAN FOR OFFICERS, DIRECTORS,
EMPLOYEES AND CONSULTANTS.
__ FOR __ AGAINST __ ABSTAIN
4. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
meeting.
Dated: _______________________
-------------------------------------
Signature or Signatures
(Please sign exactly as your name appears on this proxy. If
shares are issued in the name of two or more persons, all
such persons should sign. Trustees, executors and others
signing in a representative capacity should indicate the
capacity in which they sign.)
