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 Section 240.14a-11(c) or
Section 240.14a-12
SHOPPING SHERLOCK, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SHOPPING SHERLOCK, INC.
Two Union Square, Suite 4200
601 Union Street
Seattle, Washington 98101
Telephone: (206) 652-3675 Facsimile: (206) 652-3676
April 16, 2000
DEAR SHAREHOLDER:
You are cordially invited to attend a Special Meeting of Shareholders of
SHOPPING SHERLOCK, INC. (the "Company") to be held at 9:00 A.M. Pacific Daylight
Time on Monday, May 2, 2000 at the principal office of the Company at Two Union
Square, Suite 4200, 601 Union Street, Seattle, Washington 98101.
The sole item of business to be considered at the Special Meeting is to
approve the amendment of the Company's Amended Articles of Incorporation to
change the name of the Company to "ASPi Europe, Inc." More information
concerning the business to be conducted at the Special Meeting is included in
the accompanying Notice of Special Meeting of Shareholders and Proxy Statement.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Special
Meeting, it is important that your shares be represented. Therefore, we urge you
to sign, date and promptly return the enclosed proxy in the enclosed envelope.
If you attend the Special Meeting, you shall, of course, have the right to vote
in person.
I look forward to greeting you personally and, on behalf of the Board of
Directors and management, I would like to express our appreciation for your
interest in Shopping Sherlock, Inc.
Sincerely,
/s/ Philip Garratt
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Philip Garratt, Chief Executive Officer
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SHOPPING SHERLOCK, INC.
Two Union Square, Suite 4200
601 Union Street
Seattle, Washington 98101
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, MAY 2, 2000
The Special Meeting of Shareholders (the "Special Meeting") of SHOPPING
SHERLOCK, INC. (the "Company") will be held at 9:00 A.M. Pacific Daylight Time
on Monday, May 2, 2000, at the principal office of the Company at Two Union
Square, Suite 4200, 601 Union Street, Seattle, Washington 98101, for the
following purpose:
1. To approve the amendment of the Company's Amended Articles of
Incorporation to change the name of the Company to "ASPi Europe, Inc."
Only shareholders of record at the close of business on Thursday, April 21,
2000 are entitled to notice of, and to vote at, the Special Meeting.
Shareholders unable to attend the Special Meeting in person who wish to
have their shares represented at the Special Meeting are required to read the
enclosed Proxy Statement and then complete and deposit the accompanying Proxy
together with the power of attorney or other authority, if any, under which it
was signed, or a notarized certified copy thereof, with the Company prior to the
commencement of the Special Meeting. Shareholders who received the Proxy through
an intermediary must delivery the Proxy in accordance with the instructions
given by such intermediary.
By Order of the Board of Directors
/s/ Philip Garratt
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Philip Garratt, Chief Executive Officer
April 16, 2000
THE PROXY STATEMENT WHICH ACCOMPANIES THIS NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS CONTAINS MATERIAL INFORMATION CONCERNING THE MATTERS TO BE
CONSIDERED AT THE SPECIAL MEETING, AND SHOULD BE READ IN CONJUNCTION WITH THIS
NOTICE.
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SHOPPING SHERLOCK, INC.
Two Union Square, Suite 4200
601 Union Street
Seattle, Washington 98101
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
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INTRODUCTION
This Proxy Statement is being furnished to shareholders in connection with
the solicitation of proxies by the Board of Directors of SHOPPING SHERLOCK, INC.
(the "Company") for use at a Special Meeting of Shareholders of the Company (the
"Special Meeting") to be held at 9:00 A.M. Pacific Daylight Time on Monday, May
2, 2000, at the principal office of the Company at Two Union Square, Suite 4200,
601 Union Street, Seattle, Washington 98101, and at any adjournments thereof,
for the purpose of considering and voting upon the matter set forth in the
accompanying Notice of Special Meeting of Shareholders. This Proxy Statement and
the accompanying form of proxy are first being mailed to shareholders on or
about April 20, 2000.
The close of business on Thursday, April 21, 2000, has been fixed as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Special Meeting and any adjournment or postponement thereof. As of
the record date, there were 7,063,116 shares of the Company's common stock, with
a par value of $0.001 per share (the "Common Stock"), issued and outstanding and
entitled to vote at the Special Meeting. There are no other classes of voting
stock of the Company issued and outstanding.
The presence, in person or by proxy, of the holders of one-third of the
outstanding shares of the Common Stock entitled to vote on the record date is
necessary to constitute a quorum at the Special Meeting. Abstentions and broker
non-votes shall be counted towards a quorum. If a quorum is not present or
represented at the Special Meeting, the shareholders present at the Special
Meeting or represented by proxy have the power to adjourn the Special Meeting
from time to time, without notice other than an announcement at the Special
Meeting, until a quorum is present or represented. At any such adjournment of
the Special Meeting at which a quorum is present or represented, any business
may be transacted that might have been transacted at the original Special
Meeting.
The affirmative vote of at least 50.01% of the shares of Common Stock
outstanding is required for approval of Proposal I. Abstentions shall have the
same effect as a vote against the proposal and broker non-votes shall be
disregarded.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, shall be voted at the Special Meeting in
accordance with the directions on the proxies. IF NO DIRECTION IS INDICATED, THE
SHARES SHALL BE VOTED TO APPROVE THE AMENDMENT OF the Company's Amended Articles
of Incorporation to change the name of the Company to "ASPI Europe, Inc." The
enclosed Proxy, even though executed and returned, may be revoked at any time
prior to the voting of the Proxy by one of the following methods: (a) execution
and
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submission of a revised Proxy, (b) written notice to Patrick McGrath, the
Secretary of the Company, or (c) voting in person at the Special Meeting.
PROPOSAL I
TO APPROVE THE AMENDMENT OF THE COMPANY'S AMENDED ARTICLES OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO "ASPI
EUROPE, INC."
The Board of Directors of the Company has unanimously approved and directed
that there be submitted to shareholders for their approval the amendment of the
Company's Amended Articles of Incorporation to change the name of the Company to
"ASPi Europe, Inc." (the "Name Change Amendment"). To effect such a name change,
Article I of the Company's Amended Articles of Incorporation will be amended and
restated in its entirety as follows:
"ARTICLE I
Name and Address
The name of the Corporation is "ASPi Europe, Inc." and its principal place
of business is Two Union Square, Suite 4200, 601 Union Street, Seattle,
Washington 98101."
The Name Change Amendment, if approved by shareholders, will become
effective on the date the Name Change Amendment is filed with the Secretary of
State of Florida. The Company anticipates that the filing to effect the Name
Change Amendment will be made as soon after the Special Meeting as practicable.
Notwithstanding shareholder approval of the Name Change Amendment, the Board of
Directors may at any time prior to filing the Name Change Amendment with the
Secretary of State of Florida abandon changing the Company's name.
The Board of Directors has determined that a change in the Company's name
is advisable to better communicate the Company's change in its business focus
and operations from website hosting, e-business services and e-commerce consumer
product sales to information technology consulting and software.
The change in name will not affect the validity of currently outstanding
stock certificates. The Company's current shareholders will not be required to
surrender or exchange any stock certificates that they now hold and should not
send such certificates to the Company or its transfer agent.
STOCK OWNERSHIP
Stock Ownership of Certain Beneficial Owners
As of Thursday, April 21, 2000 there were 7,063,116 shares of the Company's
common stock issued and outstanding, and no shareholder of the Company
beneficially owned more than five percent (5%) of its common stock.
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Stock Ownership of Management
As of Thursday, April 21, 2000, no director or executive officer of the
Company beneficially owned any of its common stock.
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the Special Meeting. If any other matter is properly presented, however, it is
the intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment on such matter.
SOLICITATION OF PROXIES
This solicitation is made on behalf of the Board of Directors of the
Company. Proxies may be solicited by officers, directors, and regular employees
of the Company in person or by mail, telephone, telegraph, facsimile or
messenger.
COST OF SOLICITATION
The Company shall bear the costs of the solicitation of proxies from its
shareholders. The Company has not incurred any expenses related to this proxy
solicitation to date, and the Company anticipates it will not incur any material
expenses in the future related to the solicitation of proxies from its
shareholders. Directors, officers and employees of the Company shall not be
compensated additionally for the solicitation of proxies for the Special
Meeting, but may be reimbursed for out-of-pocket expenses in connection with the
solicitation. Arrangements are also being made with brokerage houses and any
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of common stock, and the Company will
reimburse the brokers, custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses.
SHAREHOLDER PROPOSALS
Proposals by shareholders of the Company which are intended to be presented
by those shareholders at the next annual meeting must be received by the Company
no later than Monday, April 24, 2000 in order to have them included in the Proxy
Statement and form of proxy relating to that annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Philip Garratt
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Philip Garratt, Chief Executive Officer
April 16, 2000
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SHOPPING SHERLOCK, INC.
SPECIAL MEETING OF SHAREHOLDERS
April 16, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SHOPPING
SHERLOCK, INC. THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED IN ACCORDANCE
WITH THE CHOICE SPECIFIED BELOW.
The undersigned shareholder of Shopping Sherlock, Inc. (the "Company") hereby
appoints Philip Garratt and Patrick McGrath, and each of them, the true and
lawful attorneys, agents and proxies of the undersigned with full powers of
substitution and resubstitution for and in the name of the undersigned, each to
vote all of the shares of the Company's common stock which the undersigned may
be entitled to vote at the Special Meeting of Shareholders of the Company to be
held at 9:00 A.M. Pacific Daylight Time on Monday, May 2, 2000 at the principal
office of the Company at Two Union Square, Suite 4200, 601 Union Street,
Seattle, Washington 98101, and any and all adjournments or postponements
thereof, with all of the powers which the undersigned would possess if
personally present, for the following purposes:
FOR AGAINST ABSTAIN
1. To approve the amendment of [ ] [ ] [ ]
the Company's Amended Articles
of Incorporation to change the
name of the Company to "ASPi Europe, Inc."
THIS PROXY SHALL BE VOTED FOR THE CHOICE SPECIFIED. IF NO CHOICE IS SPECIFIED
FOR THE ABOVE PROPOSAL, THIS PROXY SHALL BE VOTED FOR APPROVAL OF THE PROPOSAL.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated ---------------, 2000.
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(Signature) (Date)
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(Signature if jointly held)
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(Printed name(s))
Please sign exactly as the name(s) appears on the stock certificate(s). Joint
owners should each sign. Trustees and others acting in a representative capacity
should indicate the capacity in which they sign.
