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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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
NET VALUE HOLDINGS, 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:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
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NET VALUE HOLDINGS, INC.
1085 Mission Street
San Francisco, California 94103
September 6, 2000
Dear Stockholder:
You hopefully received the materials for our Annual Meeting of
Stockholders to be held on September 25, 2000. Since these materials were mailed
to stockholders, a number of positive developments for the Company have occurred
which affect the Annual Meeting. Although these developments are described in
detail in the accompanying proxy supplement, I would like to highlight them
here.
o First, the Company has been approved for listing on The American
Stock Exchange ("AMEX"). AMEX is permitting us to use its
facilities to hold our Annual Meeting. Accordingly, the location
of the Annual Meeting has been changed to the 14th Floor Boardroom
at The American Stock Exchange, 86 Trinity Place, New York, New
York. The date and time remain the same.
o Second, in conjunction with the new listing, we have added two
new, independent Board members who have been nominated for
election at the Annual Meeting, David Jones and Michela O'Connor
Abrams. Their biographies are included in the attached proxy
supplement.
o Finally, we have reached a settlement of an outstanding dispute
with our former Chief Technology Officer. This resolves the
uncertainty surrounding the beneficial ownership of approximately
1.6 million of our shares; thereby enhancing the representative
nature of the stockholder votes to be cast at the Annual Meeting.
It is important that your shares are represented and voted at the
Annual Meeting. Accordingly, please complete the blue card for all the proposals
for which you desire to cast a vote.
If you have already delivered a properly executed white proxy card,
your vote will be cast at the Annual Meeting as previously instructed, except in
the case of Directors who have been nominated for a new class, in which case
your vote will be cast for them in the new class for which they have been
nominated. If you desire to change your vote or if you wish to vote for the two
new nominees, please return a properly executed blue proxy card. If you complete
a blue card, please complete the blue card for all the proposals for which you
desire to cast a vote. You have the right to revoke your proxy any time prior to
voting at the Annual Meeting. White proxies voted in favor of the Board of
Directors' nominees will be voted for the six Directors in the new class for
which they have been nominated, notwithstanding that the original proxy card
reflects the inclusion of only four Directors.
As always, we appreciate your continued support.
Sincerely,
/s/ Andrew P. Panzo
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Andrew P. Panzo
Chairman of the Board
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NET VALUE HOLDINGS, INC.
1085 Mission Street
San Francisco, California 94103
PROXY SUPPLEMENT
This proxy supplement (the "Supplement") supplements the proxy
statement dated August 3, 2000 (the "Proxy Statement") previously furnished by
Net Value Holdings, Inc. (the "Company") for use at the Annual Meeting of
Stockholders (the "Meeting").
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH BOTH THE PROXY
STATEMENT AND THE COMPANY'S ANNUAL REPORT TO STOCKHOLDERS WHICH WERE MAILED TO
STOCKHOLDERS ON OR ABOUT AUGUST 3, 2000.
This Supplement is dated September 7, 2000
and is first being mailed to stockholders on or about September 8, 2000.
Change in Location
THE LOCATION FOR THE MEETING HAS BEEN CHANGED. THE MEETING WILL BE HELD
AT THE 14TH FLOOR BOARDROOM OF THE AMERICAN STOCK EXCHANGE, 86 TRINITY PLACE,
NEW YORK, NEW YORK , ON MONDAY, SEPTEMBER 25, 2000 AT 10:00 AM, LOCAL TIME.
Nomination for Election of Additional Directors
The Company recently learned that it has been accepted for listing by
The American Stock Exchange. As part of this listing, the Company is required to
elect additional outside directors. Accordingly, Proposal 5, has been revised
and restated as follows:
(5) to elect six (6) directors in the event that the stockholders
approve the classification of the Board of Directors, two (2)
of which will serve until the 2001 Annual Meeting of
Stockholders or until their successors are elected and
qualified, two (2) of which will serve until the 2002 Annual
Meeting of Stockholders or until his/her successor is elected
and qualified and two (2) of which will serve until the 2003
Annual Meeting of Stockholders or until his/her successor is
elected and qualified; or, in the alternative, elect six (6)
directors in the event that the stockholders do not approve
the classification of the Board of Directors, to serve a one
year term or until their successors are elected and qualified.
In accordance with the Company's Bylaws for the proposed classified Board of
Directors, it is necessary to change the class of some of the directors.
Accordingly, the new Class I, Class II and Class III information is described
below.
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PROPOSAL 5
ELECTION OF DIRECTORS
CLASS I
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Directors Whose Terms Year in Which
Expire at the 2001 Service as a
Annual Meeting Principal Occupation Director Began
Darr Aley, 35 Director 1999
David Jones, 51 Director 2000
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Darr Aley
Mr. Aley has served as a member of the Board of Directors since July
1999. Mr. Aley is also the Chief Technology Officer of Epylon Corporation. Prior
to joining the Company's management team, Mr. Aley was Vice President of
Corporate Development at Lycos, Inc. from August 1998 to August 1999, where he
was responsible for developing Internet joint ventures and strategic alliances.
From December 1997 to August 1998, Mr. Aley worked at WhoWhere.com, a search
engine that enables users to locate a person's home and e-mail address. From
December 1996 to December 1997, Mr. Aley worked at Zip Two, a venture capital
firm. From December 1994 to December 1996, Mr. Aley worked at Soft Bank, a
venture capital firm. Mr. Aley currently serves on the Board of Directors of
College411.com, Inc. Mr. Aley received a BA from the University of New
Hampshire.
David Jones
Mr. Jones has been President of DR Jones Financial, Inc., a
privately-held consulting firm since its formation in September 1995. He is
presently a director of Financial Asset Securities Corporation, an affiliate of
Greenwich Capital Markets, Inc. Prior to forming DR Jones Financial, Inc., Mr.
Jones was Senior Vice President-Asset Backed Finance of Greenwich Capital
Markets, Inc. from 1989 to 1995. Mr. Jones served as a Vice President, and
subsequently as a Managing Director of The First Boston Corporation, an
investment banking firm, from 1982 to 1989 and as Manager-Product Development of
General Electric Credit Corp., an asset-based lender and financial services
company, from 1981 to 1982. Mr. Jones is a graduate of Harvard College and has a
Masters Degree in business administration from the Amos Tuck School of Business
Administration.
CLASS II
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Directors Whose Terms Year in Which
Expire at the 2002 Service as a
Annual Meeting Principal Occupation Director Began
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Stephen George, 32 Director 1999
Michela O'Connor Abrams, 42 Director 2000
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Stephen George
Mr. George has served as a member of the Board of Directors since July
1999. Mr. George is also the Chief Executive Officer of Epylon Corporation, a
business-to-business e-commerce company located in the San Francisco Bay area.
Prior to forming Epylon Corporation, Mr. George was a Vice President in the San
Francisco office of Goldman Sachs & Co., from January 1996 to May 1999 where he
provided a broad range of financial services to emerging technology companies,
entrepreneurs, management teams and venture capitalists with a specialization in
the Internet industry. From April 1992 through January 1996, Mr. George worked
as an investment banker for Merrill Lynch, Pierce, Fenner & Smith, Inc. Mr.
George currently serves on the Board of Directors of YesAsia, Inc. Mr. George
received a BA in Government from Cornell University.
Michela O'Connor Abrams
Ms. O'Connor Abrams has served as a member of the Board of Advisors
since January 2000. Ms. O'Connor Abrams has served as President of the Business
Division of Imagine Media, Inc. and Publisher of Business 2.0 since November
1999. Ms. O'Connor Abrams has over 16 years of experience in publishing, trade
show management, Internet strategies, online branding and strategic business
development. Prior to joining Imagine Media, Inc., Ms. O'Connor Abrams served as
President and Chief Executive Officer of Computerworld from March 1999 to
November 1999. From January 1996 to January 1999, Ms. O'Connor Abrams was Chief
Operating Officer of ZD Events which produces industry-leading expositions and
conferences. From 1991 to 1996, Ms. O'Connor Abrams was a Publisher and Group
Vice President at McGraw Hill. Ms. O'Connor Abrams is currently a member of the
Board of Directors for Bow Street Software, Clickability and AuctioNet.com. She
holds a BS in Journalism from California Polytechnic University at San Luis
Obispo.
CLASS III
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Directors Whose Terms Year in Which
Expire at the 2003 Service as a
Annual Meeting Principal Occupation Director Began
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Andrew P. Panzo, 35 Chairman of the Board of Directors 1999
and Chief Executive Officer
Lee C. Hansen, 33 President and Director 2000
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Andrew P. Panzo
Mr. Panzo has served as the Company's Chairman and Chief Executive
Officer since January 1999. From October 1993 to June 1999, Mr. Panzo was a
Managing Director at American Maple Leaf Financial Corporation, a boutique
investment banking firm located in Philadelphia, Pennsylvania. Mr. Panzo was one
of the founders of Net Value, Inc. in September 1996. Mr. Panzo currently serves
on the Board of Directors of Net Value, Inc. and the Board of Directors of
metacat.com, Inc. Mr. Panzo received a Masters Degree in International Business
and Finance from Temple University.
3
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Lee C. Hansen
Mr. Hansen has served as the Company's President since October 1, 1999
and as one of the Directors since April 2000. Prior to joining the management
team, Mr. Hansen was Senior Vice President of Corporate Strategy and Development
at Bank of America Corporation from May 1997 to September 1999, where he managed
strategic projects and merger and acquisition activities. From July 1993 to
April 1997, Mr. Hansen served as a Vice President in the International Capital
Raising Group and an Associate in the Lease Finance, Private Placement and High
Yield Groups at Banc of America Securities. Mr. Hansen currently serves on the
Board of Directors of AssetExchange, Inc. and AlarmX.com, Inc. Mr. Hansen
received an MBA from the J.L. Kellogg Graduate School at Northwestern University
and a BSBA from Bucknell University.
Mr. Jones and Ms. O'Connor Abrams do not beneficially own shares of the
Company's voting securities.
Legal Proceedings
In the Proxy Statement, the Company noted legal proceedings with Mr.
Douglas B. Spink, the Company's former Chief Technology Officer. Pursuant to the
terms of a Settlement Agreement dated August 17, 2000, on August 22, 2000, all
matters between the Company and Mr. Spink were settled, on terms that are
mutually agreeable and that resolve all open issues between the parties, and
under which any allegations of wrongdoing have been withdrawn. Pursuant to the
Settlement Agreement, the Company agreed to settle all claims on the following
basis: 1) Mr. Spink has agreed to allow the Company to re-acquire for
cancellation 1,212,876 shares of his stock which leaves him with 835,000 shares
of the Company's stock in place of 2,047,876 shares originally issued to him; 2)
Mr. Spink's salary will be paid for the last three months of 1999; 3) Mr. Spink
has agreed to restrictions on transfer on a portion of his shares for a one-year
period; 4) the Company has agreed to lend Mr. Spink $250,000, repayable either
three years from issue date or out of half of the proceeds from the sale of any
shares of the Company's stock from the restricted shares; 5) Mr. Spink has
agreed to add to the note for the funds advanced the sum of $60,000 to cover
certain advances previously made; and 6) Mr. Spink has agreed to hold the
Company harmless and defend the Company in a lawsuit filed by Greg Biggs, also
noted in the Company's various SEC filings. The Settlement Agreement will result
in Mr. Spink retaining beneficial ownership of 835,000 shares as of the Record
Date.
As a result of the Settlement Agreement, the issued and outstanding
securities issued by the Company in connection with the July 1999 merger with
Strategicus Partners, Inc. as of the Record Date of this Meeting shall be:
Vested Shares of Options to Purchase
Name Common Stock Shares of Common Stock
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Douglas Spink 835,000 -0-
Barry Uphoff 142,584 332,416
Darr Aley 142,584 332,416
Stephen George 142,584 382,416
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TOTAL 1,262,752 1,047,248
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As a result of the settlement, the number of shares of common stock
deemed to be issued and outstanding on the Record Date shall be 18,197,802.
4
<PAGE>
Voting at the Annual Meeting
It is important that your shares are represented and voted at the
Meeting, regardless of the size of your holdings. Accordingly, if you have
already delivered a properly executed proxy (a WHITE card), your vote will be
cast at the Meeting as previously instructed except in the case of Directors who
have been nominated for a new class, in which case your vote will be cast for
them in the new class for which they have been nominated. If you desire to
change your vote or if you wish to vote for the two new nominees, please return
a properly executed BLUE proxy card. If you complete a BLUE card, please
complete the BLUE card for all the proposals for which you desire to cast a
vote. You have the right to revoke your proxy any time prior to voting at the
Meeting.
WHITE PROXIES VOTED IN FAVOR OF THE BOARD OF DIRECTORS' NOMINEES WILL BE VOTED
FOR THE SIX DIRECTORS IN THE NEW CLASS FOR WHICH THEY HAVE BEEN NOMINATED,
NOTWITHSTANDING THAT THE ORIGINAL PROXY CARD REFLECTS THE INCLUSION OF ONLY FOUR
DIRECTORS.
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NET VALUE HOLDINGS, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Andrew P. Panzo and Lee C. Hansen and each of
them proxies with power to appoint a substitute and hereby authorizes either of
them to represent and to vote all shares of Common Stock of Net Value Holdings,
Inc. held of record by the undersigned as of July 28, 2000 at the Annual
Meeting of Stockholders of Net Value Holdings, Inc. to be held on September 25,
2000 and at any adjournment(s) or postponement(s) thereof, and to vote as
directed on the reverse side of this form and, in their discretion, upon such
other matters not specified as may come before said meeting.
You are encouraged to specify your choice by marking the appropriate box (SEE
REVERSE SIDE), but you need not mark any box if you wish to vote in accordance
with the Board of Directors' recommendations.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL AMENDMENTS TO THE
CERTIFICATE OF INCORPORATION, FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR,
FOR THE APPROVAL OF THE GRANTING OF ISOs UNDER THE PLAN AND THE QUALIFICATION
OF THE PLAN FOR THE SECTION 162(m) EXEMPTION, AND FOR THE RATIFICATION OF KPMG,
LLP AS INDEPENDENT AUDITORS FOR NET VALUE HOLDINGS, INC. FOR THE 2000 FISCAL
YEAR.
1. Proposal 1
Amendment to the Certificate of Incorporation to Change Name of Company.
FOR / / AGAINST / / ABSTAIN / /
2. Proposal 2
Amendment to the Certificate of Incorporation to Provide for the
Classification of the Board of Directors.
FOR / / AGAINST / / ABSTAIN / /
3. Proposal 3
Amendment to the Company's Certificate of Incorporation to Increase the
Number of Authorized Shares of Common Stock from 50,000,000 to 100,000,000.
FOR / / AGAINST / / ABSTAIN / /
4. Proposal 4
Amendment to the Company's Certificate of Incorporation to Increase the
Number of Authorized Shares of Preferred Stock from 10,000,000 to 20,000,000.
FOR / / AGAINST / / ABSTAIN / /
THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD
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<PAGE>
5. Proposal 5
Election of Directors FOR / / WITHHELD / /
Andrew P. Panzo Lee C. Hansen Darr Aley Stephen George David Jones
Michela O'Connor Abrams
Vote withheld from the following nominee(s):
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6. Proposal 6
Approval of the Granting of ISOs under the Plan and the Qualification of
the Plan for the Section 162(m) Exemption.
FOR / / AGAINST / / ABSTAIN / /
7. Proposal 7
Ratification of the Appointment of KPMG, LLP as Independent Auditors for the
Company.
FOR / / AGAINST / / ABSTAIN / /
PLEASE SIGN, DATE AND RETURN YOUR
PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE REQUIRED IF
MAILED IN THE UNITED STATES.
NOTE: Please sign name(s) exactly
as printed hereon. Joint owners
should each sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such.
SIGNATURE(S)
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DATE ,2000
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