<PAGE>
SCHEDULE 14A (Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 240.14a-11(c) or 240.14a-12
JAGNOTES.COM 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>
[LETTERHEAD OF JAGNOTES]
226 West 26th Street, Studio D
New York, New York 10001
(646) 205-8314
December 5, 2000
To the Stockholders of JagNotes.com Inc.:
The Annual Meeting of Stockholders of JagNotes.com Inc. will be held on
Wednesday, December 27, 2000, at 10:00 a.m. at our corporate headquarters
located at 226 West 26th Street, Studio D, New York, New York.
Details of the business to be conducted at the Annual Meeting are provided
in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement.
Our 2000 Annual Report on Form 10-KSB is also enclosed and provides additional
information regarding our financial results during the fiscal year ended July
31, 2000.
On behalf of our Board of Directors and employees, I cordially invite all
stockholders to attend the Annual Meeting. It is important that your shares be
voted on matters that come before the meeting. Whether or not you plan to
attend the meeting, I urge you to promptly complete, sign, date and return the
enclosed proxy card in the prepaid envelope provided.
Sincerely,
/s/ Gary Valinoti
-----------------
Gary Valinoti
President and Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on December 27, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
JagNotes.com Inc., a Nevada corporation (the "Company"), will be held at the
Company's corporate headquarters located at 226 West 26th Street, Studio D,
New York, New York, at 10:00 a.m. on Wednesday, December 27, 2000 (the "Annual
Meeting"), for the following purposes:
i. To elect three directors to serve for the ensuing year;
ii. To consider and act upon a proposal to ratify the selection of J.H.
Cohn LLP as the Company's independent accountants for 2001; and
iii. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on Tuesday, November 28, 2000 has been fixed as the
record date for determining the stockholders entitled to notice of and to vote
at the Annual Meeting. Only holders of record of Common Stock of the Company
at that date are entitled to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors,
/s/ Stephen J. Schoepfer
------------------------
Stephen J. Schoepfer
Secretary
New York, N.Y.
December 5, 2000
Your vote is important. Please complete, sign, date and mail the enclosed
Proxy in the accompanying envelope even if you intend to be present at the
meeting. Returning the Proxy will not limit your right to vote in person or to
attend the Annual Meeting, but will ensure your representation if you cannot
attend. If you hold shares in more than one name, or if your stock is
registered in more than one way, you may receive more than one copy of the
proxy material. If so, please sign and return each of the proxy cards that you
receive so that all of your shares may be voted. The Proxy is revocable at any
time prior to its use.
<PAGE>
[LETTERHEAD OF JAGNOTES]
JAGNOTES.COM INC.
226 West 26th Street, Studio D
New York, New York 10001
(646) 205-8314
December 5, 2000
PROXY STATEMENT
This Proxy Statement is being mailed on or about December 5, 2000, to
holders of record as of November 28, 2000, of common stock, par value $.00001
per share ("Common Stock"), of JagNotes.com Inc. (the "Company") in connection
with the solicitation by the board of directors of the Company (the "Board of
Directors") of a proxy in the enclosed form for the Annual Meeting of
Stockholders of the Company to be held on December 27, 2000 (the "Annual
Meeting").
A proxy card is enclosed for your use. YOU ARE REQUESTED ON BEHALF OF THE
BOARD OF DIRECTORS TO SIGN, DATE AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE, which requires no postage if mailed in the United States.
If no instructions are specified on the proxy, shares represented thereby
will be voted (i) for the election of the three nominees listed herein as
directors of the Company, (ii) in favor of the ratification of the appointment
of J.H. Cohn LLP as the Company's independent accountants for 2001 and (iii)
in the discretion of the holder of the proxy on all other matters that may
properly come before the meeting.
Any stockholder who has given a proxy may revoke his or her proxy by
executing a proxy bearing a later date or by delivering written notice of
revocation of his or her proxy to the Secretary of the Company at the
Company's executive offices at any time prior to the meeting or any
postponement or adjournment thereof. Any stockholder who attends in person the
Annual Meeting or any postponement or adjournment thereof may revoke any proxy
previously given and vote by ballot.
As of November 28, 2000, there were 17,223,425 shares of Common Stock issued
and outstanding. The presence of the holders of a majority of the issued and
outstanding shares of Common Stock entitled to vote at the Annual Meeting,
either in person or represented by properly executed proxies, is necessary to
constitute a quorum for the transaction of business at the Annual Meeting.
Abstentions and broker "non-votes" (which result when a broker holding shares
for a beneficial owner has not received timely voting instructions on certain
matters from such beneficial owner) will be counted for purposes of
determining the existence of a quorum at the Annual Meeting. If there are not
sufficient shares represented in person or by proxy at the meeting to
constitute a quorum, the meeting may be postponed or adjourned in order to
permit further solicitation of proxies by the Company. Proxies given pursuant
to this solicitation and not revoked will be voted at any postponement or
adjournment of the Annual Meeting in the manner set forth above.
Nevada law specifies that directors must be elected by a plurality of the
votes cast by holders of shares of Common Stock, and the approval of any other
matters will require the affirmative vote of holders of a majority of the
shares present in person or represented by duly executed proxies and entitled
to vote on the subject matter. Cumulative voting for the election of directors
is not permitted. Abstentions will be treated as shares present and entitled
to vote for purposes of determining the presence of a quorum and for those
matters requiring the affirmative vote of a majority of the shares present and
entitled to vote at the meeting. Shares relating to any proxy as to which a
broker non-vote is indicated will be considered present and entitled to vote
for determining the presence of a quorum, but will not be considered present
and entitled to vote with respect to any matter as to which the broker has
indicated on the proxy that the broker does not
<PAGE>
have discretionary authority to vote the shares. Accordingly, in the case of
shares that are present at the Annual Meeting for quorum purposes, not voting
such shares for a particular nominee for director will not prevent the
election of such nominee if other stockholders vote for such nominee; an
abstention on any other proposal, however, will operate as a vote "against"
such proposal. Broker non-votes will have no effect on the outcome of the vote
on any proposals.
The expense of preparing, printing and mailing proxy solicitation materials
will be borne by the Company. In addition, certain directors, officers,
representatives and employees of the Company may solicit proxies by telephone
and personal interview. Such individuals will not receive additional
compensation from the Company for solicitation of proxies, but may be
reimbursed for reasonable out-of-pocket expenses in connection with such
solicitation. Banks, brokers and other custodians, nominees and fiduciaries
also will be reimbursed by the Company for their reasonable expenses for
sending proxy solicitation materials to the beneficial owners of Common Stock.
The Company's Annual Report on Form 10-KSB for the year ended July 31, 2000,
which contains the Company's financial statements for such year, is being
mailed to all stockholders entitled to vote at the Annual Meeting. The Annual
Report does not constitute a part of the proxy solicitation material.
PROPOSAL 1
ELECTION OF DIRECTORS
The number of directors of the Company currently is fixed at three. The
Board of Directors has nominated the three persons named below to serve as
directors until the next Annual Meeting of Stockholders or until their earlier
resignation or removal. If any of the nominees should be unavailable to serve
for any reason (which is not anticipated), the Board of Directors may (i)
designate a substitute nominee or nominees, in which case the persons named on
the enclosed proxy card will vote all valid proxy cards for the election of
such substitute nominee, (ii) allow the vacancy to remain open until a
suitable candidate or candidates are located or (iii) by resolution provide
for fewer directors. Proxies for this Annual Meeting may not be voted FOR more
than three nominees.
Nominees for Election at this Annual Meeting
Gary Valinoti, age 42, was a co-founder of the predecessor to JagNotes.com
Inc. and has served as the President and Chief Executive Officer of the
Company since March 1999. Mr. Valinoti is also a member of the Company's Board
of Directors. From August 1992 until March 1999 Mr. Valinoti served as
President, and as a member of the Board of Directors, of JagNotes, Inc., the
company that produced the JAGNotes fax service throughout that period. Prior
to his involvement with JagNotes, Inc., Mr. Valinoti held positions with
various firms in the securities industry including Mosely, Hallgarten,
Estabrook & Weeden where he was involved in institutional and currency
trading, and started the firm's arbitrage department. Mr. Valinoti attended
Wagner College.
Thomas J. Mazzarisi, age 43, has served as the Company's Executive Vice
President and General Counsel since March 1999 and is also a member of the
Company's Board of Directors. From 1997 until joining JagNotes Mr. Mazzarisi
practiced law from his own firm in New York, specializing in international
commercial transactions. From 1988 until 1997, Mr. Mazzarisi was a Senior
Associate at the law firm of Coudert Brothers where he also specialized in
international commercial transactions. Prior to joining Coudert Brothers, Mr.
Mazzarisi was Deputy General Counsel of the New York Convention Center
Development Corporation. Mr. Mazzarisi is a graduate of Fordham University
where he received a B.A. in Political Economy and was elected to Phi Beta
Kappa. Mr. Mazzarisi received his J.D. from Hofstra University School of Law.
Stephen J. Schoepfer, age 41, is our Executive Vice President, Chief
Operating Officer and Secretary and is on our Board of Directors. Prior to
joining the Company in July 1999, he was a Financial Advisor with the
investment firm of Legg Mason Wood Walker. Prior to joining Legg Mason, Mr.
Schoepfer served as a Financial Advisor and Training Coordinator at Prudential
Securities. Mr. Schoepfer attended Wagner College.
2
<PAGE>
Vote Required For Approval
The vote of a plurality of holders of the outstanding shares of Common Stock
present in person or represented by duly executed proxies at the Annual
Meeting for the election of a given nominee is necessary to elect such nominee
as a director of the Company. Accordingly, the three director nominees
receiving the greatest number of votes cast will be elected, regardless of the
number of votes withheld for the election of such director nominees. Shares
represented by an executed proxy in the form enclosed will, unless otherwise
directed, be voted for the election of the three persons nominated to serve as
directors.
The Board of Directors recommends that stockholders vote FOR the election of
the three persons nominated to serve as directors.
Board Organization And Meetings
During the year ended July 31, 2000, the Board of Directors acted on nine
occasions by unanimous written consent.
The Company does not have a standing audit, nominating or compensation
committee.
Directors' Remuneration
The Company currently does not compensate its directors, all of whom receive
compensation as officers.
PROPOSAL 2
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, subject to ratification by the stockholders, has
appointed J.H. Cohn LLP as independent public accountants to examine the
Company's consolidated financial statements for the fiscal year ending July
31, 2001. J.H. Cohn LLP has served as the Company's independent public
accountants since April 1999 and performed the audit of the Company's 2000
financial statements. Representatives of J.H. Cohn LLP are expected to be
present at the Annual Meeting and will have the opportunity to make a
statement, if they so desire, and to respond to appropriate questions from
those attending the meeting.
Vote Required For Approval
The affirmative vote of a majority of the outstanding shares of Common Stock
present in person or represented by proxies at the Annual Meeting and entitled
to vote is required to ratify the appointment of the Company's independent
accountants.
The Board of Directors unanimously recommends that stockholders vote FOR the
ratification of the appointment of J.H. Cohn LLP as independent public
accountants to audit the Company's consolidated financial statements for the
fiscal year ending July 31, 2001.
3
<PAGE>
STOCK OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of November 28, 2000 (except as
otherwise indicated) by (i) each person known by the Company to be the
beneficial owner of more than 5% of the Company's Common Stock, (ii) each
director and nominee to be a director, (iii) each named executive officer and
(iv) all directors and executive officers as a group. Except as otherwise
indicated below, each of the persons named in the table has sole voting and
investment power with respect to the shares set forth opposite such person's
name.
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name and Address of Beneficial Owner Beneficially Owned Class(1)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gary Valinoti (President, CEO and Director) 3,155,500(2) 18.3%
226 West 26th Street
Studio D
New York, NY 10001
----------------------------------------------------------------------------------------------------------------------------------
Stephen R. Russo (Chief Financial Officer) 0 0
226 West 26th Street
Studio D
New York, NY 10001
----------------------------------------------------------------------------------------------------------------------------------
Thomas J. Mazzarisi (Executive Vice President, General Counsel and Director) 110,000 X
1200 N. Federal Highway,
Suite 200
Boca Raton, FL 33432
----------------------------------------------------------------------------------------------------------------------------------
Stephen J. Schoepfer (Executive Vice President, Chief Operating Officer and 75,000 X
Director)
226 West 26th Street
Studio D
New York, NY 10001
----------------------------------------------------------------------------------------------------------------------------------
CALP II Limited Partnership 9,350,654(3)(4)(5) 35.2%(3)(4)(5)
c/o Thomson Kernaghan & Co., Ltd.
365 Bay Street, 10th Floor
Toronto, Ontario
Canada M5H2V2
----------------------------------------------------------------------------------------------------------------------------------
All executive officers and directors as a group (4 persons) 3,340,500 19.4%
</TABLE>
X Less than one percent.
(1) Based on 17,223,425 shares outstanding, plus the number of shares which
the beneficial owner has the right to acquire within 60 days, if any.
(2) Includes 444,500 shares owned Mr. Valinoti's wife, Cathleen Valinoti.
(3) Includes (i) 655,739 shares of Common Stock issuable upon the exercise of
stock purchase warrants issued to CALP II to date pursuant to our Equity
Line of Credit Agreement and (ii) 2,983,051 shares of Common Stock which
may be acquired by CALP II if, as of November 27, 2000, CALP II converted
in full the 8% Convertible Debenture issued to it on June 12, 2000 (the
"June Convertible Debenture"). Note that the terms and conditions of the
June Convertible Debenture restrict CALP II from converting such debenture
if CALP II will own in excess of 10% of the outstanding shares of Common
Stock upon such conversion.
4
<PAGE>
(4) Includes (i) 3,000,000 shares of Common Stock issuable upon the exercise
of a stock purchase warrant issued to CALP II on October 30, 2000,
pursuant to the terms and conditions of a letter agreement, dated as of
October 30, 2000, between the Company and Thomson Kernaghan & Co., Ltd.
and (ii) 2,711,864 shares of Common Stock which may be acquired if, as of
November 27, 2000, CALP II converted in full three convertible debentures
issued to CALP II to date pursuant to the letter agreement, dated as of
October 30, 2000, between the Company and Thomson Kernaghan (the "New
Convertible Debentures"). Note that the terms and conditions of the New
Convertible Debentures restrict CALP II from converting such debentures if
CALP II will own in excess of 10% of the outstanding shares of Common
Stock upon such conversion.
(5) Excludes 1,135,850 shares of Common Stock issued to CALP II to date
pursuant to our Equity Line of Credit Agreement and 46,442 shares of
Common Stock issued to CALP II upon partial conversion of the June
Convertible Debenture in August 2000, which CALP II does not own of
record. Also excludes 1,241,128 shares of Common Stock issued to CALP II
upon partial conversion of the June Convertible Debenture in November
2000, which CALP II owned of record as of November 28, 2000 but which CALP
II informs the Company it had sold. The Company has no information as to
the continued beneficial ownership of these shares by CALP II.
The Company's letter agreement with Thomson Kernaghan described above
requires that the Company issue three additional convertible debentures, each
in the principal amount of $500,000, to Thomson Kernaghan or its designee. As
of November 28, 2000, we had not issued these securities nor had the Company
been informed of the identity of Thomson Kernaghan's designee(s), if any. If
all of the above-described securities are issued in the name of Thomson
Kernaghan, Thomson Kernaghan could be deemed to beneficially own in excess of
5% of the Company's outstanding Common Stock.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides, for the periods indicated, certain summary
information concerning the cash and non-cash compensation earned by or awarded
to the Company's President and Chief Executive Officer and each of the other
most highly compensated executive officers who were serving as executive
officers for each of the Company's last three fiscal years:
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------
Other
Fiscal Annual All Other
Name and Principal Position Year Salary Bonus Compensation Compensation
----------------------------------------------------------------- ------ -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Gary Valinoti 2000 $100,000 -- -- --
(President and Chief Executive Officer) 1999 $110,550 -- -- --
1998 $110,550 -- -- --
Stephen J. Schoepfer 2000 $100,000 $50,000 -- --
(Chief Operating Officer) 1999 -- -- -- --
1998 -- -- -- --
Thomas J. Mazzarisi 2000 $100,000 -- -- --
(Executive Vice President and General Cou nsel) 1999 -- -- -- --
1998 -- -- -- --
Stephen Russo 2000 $ 20,000 -- -- --
(Chief Financial Officer) 1999 -- -- -- --
1998 -- -- -- --
Jeffrey Goss 2000 $ 86,997 -- -- --
(Mr. Goss served as Secretary and Vice Pres ident of JagNotes.com 1999 $110,550 -- -- --
Inc. until June 2000, but is no longer employed by the Company) 1998 $110,550 -- -- --
Anthony Salandra 2000 -- -- -- --
(Mr. Salandra served as President and dire ctor of JagNotes, Inc. 1999 $110,550 -- -- --
during fiscal year 1999, but is no longer employed by the 1998 $110,550 -- -- --
Company)
Barry Belzer 2000 -- -- --
(Mr. Belzer served as Secretary and direct or of JagNotes, Inc. 1999 $110,550 -- -- --
during fiscal year 1999, but is no longer employed by the 1998 $110,550 -- -- --
Company) --
</TABLE>
Option Grants/Exercises/Repricings in Fiscal Year 2000
No stock options or freestanding SARs were granted to any of our named
executive officers during the fiscal year ended July 31, 2000. The Company
expects to enter into employment agreements with three of the Company's named
executive officers during our fiscal quarter ending January 31, 2001, pursuant
to which such officers will be granted stock options to purchase an aggregate
of 900,000 shares of Common Stock.
Option Exercises in 2000 and Value of Options at December 31, 2000
No stock options or SARs were granted to any of the Company's named
executive officers as of the fiscal year ended July 31, 2000.
6
<PAGE>
1999 Long-Term Incentive Plan
In October, 1999 the Company's Board of Directors approved the 1999 Long-
Term Incentive Plan (the "Plan"). The purpose of the Plan is to allow the
Company to attract and retain officers, employees, directors, consultants and
certain other individuals and to compensate them in a way that provides
additional incentives and enables such individuals to increase their ownership
interests in the Company. Individual awards under the Plan may take the form
of:
o either incentive stock options or non-qualified stock options;
o stock appreciation rights;
o restricted or deferred stock;
o divided equivalents;
o bonus shares and awards in lieu of the Company's obligations to pay cash
compensation; and
o other awards, the value of which is based in whole or in part upon the
value of the Common Stock.
The Plan will generally be administered by a committee appointed by the
Company's Board of Directors (which is currently composed of the full Board),
except that the Board of Directors will itself perform the committee's
functions under the Plan for purposes of grants of awards to directors who
serve on the committee. The Board of Directors may also perform any other
function of the committee. The committee generally is empowered to select the
individuals who will receive awards and the terms and conditions of those
awards, including exercise prices for options and other exercisable awards,
vesting and forfeiture conditions, performance conditions, the extent to which
awards may be transferable and periods during which awards will remain
outstanding. Awards may be settled in cash, shares, other awards or other
property, as the committee may determine.
The maximum number of shares of common stock that may be subject to
outstanding awards under the Plan will not exceed 15% of the aggregate number
of shares of Common Stock outstanding effective at the time of such grant. At
July 31, 2000, the number of shares deliverable upon exercise of incentive
stock options was limited to 2,220,000. The Plan also provides that no
participant may be granted in any calendar year options or other awards that
may be settled by delivery of more than 500,000 shares, and limits payments
under cash-settled awards in any calendar year to an amount equal to the fair
market value of that number of shares as of the date of grant or the date of
settlement of the award, whichever is greater. As of July 31, 2000 there were
a total of 1,782,500 shares of Common Stock subject to outstanding options
granted under the Plan. Each of the foregoing options has an exercise price of
$2.00 per share.
The Plan will remain in effect until terminated by the Board of Directors.
The Plan may be amended by our Board of Directors without the consent of the
Company's stockholders, except that any amendment, although effective when
made, will be subject to stockholder approval if required by any Federal or
state law or regulation or by the rules of any stock exchange or automated
quotation system on which our Common Stock may then be listed or quoted. The
number of shares reserved or deliverable under the Plan, the annual per-
participant limits, the number of shares subject to options automatically
granted to non-employee directors, and the number of shares subject to
outstanding awards are subject to adjustment in the event of stock splits,
stock dividends and other extraordinary corporate events.
The Company generally will be entitled to a tax deduction equal to the
amount of compensation realized by a participant through awards under the
Plan, except no deduction is permitted in connection with incentive stock
options if the participant holds the shares acquired upon exercise for the
required holding periods; and deductions for some awards could be limited
under the $1.0 million deductibility cap of Section 162(m) of the Internal
Revenue Code. This limitation, however, should not apply to awards granted
under the Plan during a grace period of approximately one year following the
effectiveness of the registration statement covering the shares, and should
not apply to certain options, stock appreciation rights and performance-based
awards granted thereafter if we comply with certain requirements under Section
162(m).
7
<PAGE>
Employment Agreements
The Company expects to enter into three-year employment agreements (each an
"Executive Agreement") with each of Gary Valinoti (the Company's President and
Chief Executive Officer), Stephen J. Schoepfer (the Company's Executive Vice
President and Chief Operating Officer) and Thomas J. Mazzarisi (the Company's
General Counsel and Executive Vice President) (collectively, the "Key
Executives") during our fiscal quarter ending January 31, 2001. Each Executive
Agreement will provide for an base salary of $150,000, with annual increases
of $25,000. The Executive Agreements will also provide that each employee
shall be entitled to an annual bonus of at least $25,000 payable on the first
business day in January following the year in which the bonus is earned. Such
bonus may be higher than $25,000 if so determined by the Board of Directors in
its discretion. In addition, pursuant to the Executive Agreements, each Key
Executive will be entitled to the same medical and other benefits, including
health and life insurance coverage, as are provided to other employees of the
Company. In the event the Company terminates the employment of any of the Key
Executives "without cause" or such Key Executive resigns for "good reason" as
defined in the Executive Agreements, such Executive shall be entitled to
receive (i) continued medical and life insurance coverage for a period equal
to the greater of one year or the number of years and fractions thereof
between the date of such termination and the end of the term of employment
(the "Severance Period") and (ii) a lump sum cash payment equal to the
Severance Period multiplied by the greater of the $25,000 or the highest
annual bonus previously paid to such Key Executive during the term of the
Executive Agreement. A change in control of the Company (as defined in the
Plan) will be deemed to be a "good reason" for resignation under the Executive
Agreements.
In addition, pursuant to the Executive Agreements, the Company intends to
grant to each of Gary Valinoti, Stephen J. Schoepfer and Thomas J. Mazzarisi a
5% ownership interest in the Company's webcast subsidiary, JAGfn Broadband
LLC, together with the right to receive a 5% ownership interest in any
subsidiary of the Company eventually established for the purpose of carrying
out the Company's anticipated Latin American operations. Such ownership
interests shall not be diluted. In connection therewith, the Company intends
to increase the number of shares deliverable upon exercise of incentive stock
options to 6,000,000 shares.
Pursuant to the terms and conditions of the Executive Agreements, the
Company also intends to grant to each of the Key Executives options to
purchase an aggregate of 900,000 shares of Common Stock exercisable at a price
per share of $0.25. Of the 900,000 options granted to each Key Executive,
400,000 will vest immediately upon the execution of the Executive Agreements.
250,000 options will become exercisable on January 1, 2001 and an additional
250,000 options will become exercisable on June 1, 2001. The Company expects
that the options will be subject to the terms of the Plan and may be
exercised, in whole or in part, by the Key Executives on a cashless basis.
As of the date of this proxy statement, the terms and conditions of these
anticipated Executive Agreements had not yet been finalized.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, our directors, executive
officers and any person holding more than 10% of the Company's Common Stock
are required to file initial forms of ownership of the Company's Common Stock
and reports of changes in that ownership at the Securities and Exchange
Commission. Specific due dates for these forms have been established, and the
Company is required to disclose in this report any failure to file by these
dates.
Based solely on the Company's review of the copies of such forms furnished
to it during the fiscal year ended July 31, 2000, or written representations
from certain reporting persons, to the best of the Company's knowledge, all
reports were filed on a timely basis.
8
<PAGE>
CERTAIN TRANSACTIONS
Equity Interest in JAGfn Broadband LLC
Pursuant to the terms and conditions of prospective employment agreements,
the Company intends to grant to each of Gary Valinoti, Stephen J. Schoepfer
and Thomas J. Mazzarisi a 5% ownership interest in the Company's webcast
subsidiary, JAGfn Broadband LLC, together with the right to receive a 5%
ownership interest in any subsidiary of the Company eventually established for
the purpose of carrying out the Company's anticipated Latin American
operations. Such ownership interests shall not be diluted.
Employment Agreement with Jeffrey Valinoti
On September 18, 2000, JAGfn Broadband LLC entered into a one-year
employment agreement with Jeffrey Valinoti, the brother of the Company's Chief
Executive Officer. Mr. Valinoti was hired to serve as Director of Market
Information in connection with the Company's webcasting operations. Pursuant
to the terms and conditions of his employment agreement, Mr. Valinoti will
receive annual compensation totaling $85,000 as well as options to acquire
110,000 shares of Common Stock of the Company at an exercise price of $0.25
per share. All 110,000 options vested on October 9, 2000. The Company has an
option to extend Mr. Valinoti's contract for an additional year for a base
salary of $90,000.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any proposal to be presented by a stockholder at the Company's 2001 Annual
Meeting of Stockholders must be received by the Company no later than August
1, 2001, so that it may be considered by the Company for inclusion in its
proxy statement and form of proxy relating to that meeting.
OTHER MATTERS
The Board of Directors knows of no matters that are expected to be presented
for consideration at the Annual Meeting other than those described in this
proxy statement. Should any other matter properly come before the Annual
Meeting, however, the persons named in the form of proxy accompanying this
proxy statement will vote all shares represented by proxies in accordance with
their best judgment on such matters.
By Order of the Board of Directors,
/s/ Stephen J. Schoepfer
------------------------
Stephen J. Schoepfer
Secretary
Dated: December 5, 2000
9
<PAGE>
PROXY
JAGNOTES.COM INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 27, 2000
The stockholder(s) whose signature(s) appear(s) on the reverse side of this
proxy form hereby appoint(s) Gary Valinoti and Stephen J. Schoepfer or either
of them as proxies, with full power of substitution, and hereby authorize(s)
them to represent and vote all shares of Common Stock of the Company which the
stockholder(s) would be entitled to vote on all matters which may come before
the Annual Meeting of Stockholders to be held at the Company's corporate
headquarters located at 226 West 26th Street, Studio D, New York, New York, at
10:00 a.m. on Wednesday, December 27, 2000, or at any adjournment thereof. The
proxies shall vote subject to the directions indicated on the reverse side of
this card and the proxies are authorized to vote in their discretion upon such
other business as may properly come before the meeting and any adjournments or
postponements thereof. The proxies will vote as the Board of Directors
recommends where a choice is not specified.
The nominees for Director are: Thomas J. Mazzarisi, Stephen J. Schoepfer and
Gary Valinoti.
(To Be Signed on Reverse Side.)
<PAGE>
/X/ Please mark
your votes as in
this example.
The Board of Directors recommends that stockholders vote FOR ALL Directors and
FOR Proposal 2.
<TABLE>
<CAPTION>
FOR WITHHOLD
ALL ALL FOR AGAINST ABSTAIN
/ / / / / / / / / /
<S> <C> <C>
1. Election of Nominees: Thomas J. Mazzarisi 2. Selection of J.H. Cohn
directors: Stephen J. Schoepfer LLP as the Company's
Gary Valinoti independent public
accountants for 2001.
</TABLE>
INSTRUCTION: To withhold authority to vote for any individual nominee or
nominees, write the names on the space provided below.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please complete, sign, date and mail the enclosed Proxy in the accompanying
envelope even if you intend to be present at the meting. Returning the proxy
will not limit your right to vote in person or to attend the Annual Meeting, but
will ensure your representation if you cannot attend. If you hold shares in more
than one name, or if your stock is registered in more than one way, you may
receive more than one copy of the proxy material. If so, please sign and return
each of the proxy cards that you receive so that all of your shares may be
voted. The Proxy is revocable at any time prior to its use.
SIGNATURE(S)--------------------------------------------------------------------
DATE----------------------------------------------------------------------------
(Note: Please sign above exactly as the shares are issued. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give the full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.)
