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 Rule 14a-11(c) or Rule
14(a)-12
INFOCAST CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
--------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than 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:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
<PAGE>
(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:
-1-
<PAGE>
INFOCAST CORPORATION
October 9, 2000
Dear Stockholders:
You are cordially invited to attend the Annual Meeting (the "Meeting")
of Stockholders of InfoCast Corporation, a Nevada corporation (the "Company"),
which will be held at the offices of Olshan Grundman Frome Rosenzweig & Wolosky
LLP, located at 505 Park Avenue, New York, New York 10022, on November 8, 2000,
at 10:00 a.m., local time.
Information about the Meeting, including a listing and discussion of
the matters on which stockholders will act, may be found in the enclosed Notice
of Annual Meeting of Stockholders and Proxy Statement.
As described in the accompanying Notice of Annual Meeting of
Stockholders and Proxy Statement, at this meeting stockholders will be asked to
elect the Company's directors and ratify the appointment of the Company's
accountants.
We hope that you will be able to attend the Meeting. However, whether
or not you anticipate attending in person, I urge you to complete, sign and
return the enclosed proxy card promptly to ensure that your shares will be
represented at the Meeting. If you do attend, you will, of course, be entitled
to vote in person, and if you vote in person such vote will nullify your proxy.
Sincerely,
James Leech
President and Chief Executive Officer
<PAGE>
INFOCAST CORPORATION
1 RICHMOND STREET WEST, SUITE 902
TORONTO, ONTARIO M5H 3W4
CANADA
------------------
Notice of Annual Meeting of Stockholders
To Be Held
November 8, 2000
------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of
Stockholders of InfoCast Corporation, a Nevada corporation (the "Company"), will
be held at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
located at 505 Park Avenue, New York, New York 10022, on November 8, 2000 at
10:00 a.m., local time, for the following purposes, as further discussed in the
accompanying Proxy Statement:
1. To elect nine directors for the Company to hold office until
the next Annual Meeting of Stockholders or until their
successors are duly elected and have qualified;
2. To ratify the appointment of Ernst & Young LLP as the
Company's independent accountants for the fiscal year ending
March 31, 2001; and
3. To transact such other business as may properly come before
the Meeting or any adjournment thereof. Except with respect to
procedural matters incident to the conduct of the Meeting,
management is not aware of any other matters which could come
before the Meeting.
Only stockholders of record at the close of business on October 6, 2000
will be entitled to notice of and to vote at the Meeting or at any continuation
or adjournment thereof.
By Order of the Board of Directors,
Herve Seguin
Chief Financial Officer and Secretary
Toronto, Ontario
October 9, 2000
TO ASSURE YOUR REPRESENTATION AT THE MEETING, WHETHER OR NOT YOU PLAN TO ATTEND,
PLEASE VOTE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE SUCH PROXY
BY APPROPRIATE WRITTEN NOTICE OR BY VOTING IN PERSON AT THE MEETING. PLEASE NOTE
THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND
YOU WISH TO VOTE AT THE MEETING, YOU MUST BRING TO THE MEETING A LETTER FROM THE
BROKER, BANK OR OTHER NOMINEE CONFIRMING YOUR BENEFICIAL OWNERSHIP OF THE SHARES
AND YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
-3-
<PAGE>
INFOCAST CORPORATION
1 RICHMOND STREET WEST, SUITE 902
TORONTO, ONTARIO M5H 3W4
CANADA
------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 8, 2000
------------------
INTRODUCTION
This Proxy Statement is furnished to the stockholders of INFOCAST
CORPORATION, a Nevada corporation (together with its subsidiaries, collectively,
the "Company"), in connection with the solicitation by the Board of Directors of
the Company (the "Company Board") of proxies for use at its annual meeting of
stockholders (the "Meeting") to be held at the offices of Olshan Grundman Frome
Rosenzweig & Wolosky LLP, located at 505 Park Avenue, New York, New York 10022,
on November 8, 2000, at 10:00 a.m., local time, or at any adjournment or
postponement thereof. The approximate date on which this Proxy Statement and the
accompanying form of proxy, together with a copy of the Company's Annual Report
and Form 10-K for the fiscal year ended March 31, 2000, will be first sent or
given to stockholders is October 9, 2000.
ABOUT THE MEETING
What is the Purpose of the Meeting?
At the Company's annual meeting, stockholders will hear an update on
the Company's operations, have a chance to meet some of its directors and
executives and will act on the following matters:
1. To elect nine directors for the Company to hold office until
the next Annual Meeting of Stockholders or until their
successors are duly elected and have qualified (the "Directors
Proposal");
2. To ratify the appointment of Ernst & Young LLP as the
Company's independent accountants for the fiscal year ending
March 31, 2001 (the "Accountants Proposal"); and
3. To transact such other business as may properly come before
the Meeting or any adjournment thereof. Except with respect to
procedural matters incident to the conduct of the Meeting,
management is not aware of any other matters which could come
before the Meeting.
Who May Vote
Holders of common stock, par value $.001 per share, of the Company (the
"Common Stock"), as recorded in our stock register at the close of business on
October 6, 2000 (the "Record Date"), may vote at the meeting. As of this date,
we had 29,939,824 shares of common stock eligible to vote. We have only one
class of voting securities outstanding. All shares in this class have equal
voting rights of one vote per share.
How to Vote
You may vote in person at the meeting or by proxy. We recommend that
you vote by proxy even if you plan to attend the meeting. You can always change
your vote at the meeting.
<PAGE>
How Proxies Work
Our Board of Directors is asking for your proxy. Giving us your proxy
means you authorize us to vote your shares at the meeting in the manner you
direct. You may vote for all, some, or none of our director nominees. You may
also vote for or against the other proposal or abstain from voting.
If you sign and return the enclosed proxy card but do not specify how
to vote, we will vote your shares in favor of all our director nominees and in
favor of the ratification of the appointment of Ernst & Young LLP as the
independent accountants.
You may receive more than one proxy or voting card depending on how you
hold your shares. If you hold shares through someone else, such as a
stockbroker, you may get materials from them asking how you want to vote. The
latest dated proxy card we receive from you will determine how we will vote your
shares.
Revoking a Proxy
There are three ways to revoke your proxy. Firstly, you may submit a
new proxy with a later date up until the existing proxy is voted. Secondly, you
may vote in person at the meeting. Lastly, you may notify our corporate
secretary in writing, at One Richmond Street, Suite 902, Toronto, Ontario M5H
3W4 Canada, that you wish to revoke your prior proxy.
Quorum
In order to carry on the business of the meeting, we must have a
quorum. In accordance with the General Corporation Law of Nevada (the "NGCL")
and our bylaws, this means at least a majority of the outstanding shares
eligible to vote must be represented at the meeting, either by proxy or in
person. Shares that we own are not voted and do not count for this purpose.
Abstentions (and broker non-votes) are counted for purposes of determining the
presence or absence of a quorum for the transaction of business at the Meeting.
If a quorum is not present or represented at the Meeting, the stockholders
entitled to vote thereat, present in person or represented by proxy, have the
power to adjourn the Meeting from time to time, without notice other than the
announcement at the meeting, until a quorum is present or represented. At any
such adjournment Meeting at which a quorum is present or represented, any
business may be transacted at the Meeting as originally notified.
Votes Needed
Assuming the presence of a quorum, the affirmative vote of the holders
on the Record Date of a plurality of the votes cast, in person or by proxy, at
the Meeting is necessary for the approval of the Directors Proposal and the
affirmative vote of the holders of a majority of the votes cast, in person or by
proxy, at the Meeting is necessary for approval of the Accountants Proposal.
Solicitation
We will bear all expenses in connection with this solicitation. We
expect that solicitations will be made primarily by mail, but officers,
directors, employees or representatives of the Company may also solicit proxies
by telephone, telegraph or in person, without additional compensation. The
Company will, upon request, reimburse brokerage houses and persons holding
shares in the names of their nominees for their reasonable expenses in sending
solicitation material to their principals.
-2-
<PAGE>
Attending in Person
Only stockholders, their proxy holders, and our invited guests may
attend the meeting. If you wish to attend the meeting in person but you hold
your shares through someone else, such as a stockbroker, you must bring proof of
your ownership and an identification with a photo at the meeting. For example,
you could bring an account statement showing that you owned shares of the
Company's Common Stock as of October 6, 2000 as acceptable proof of ownership.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning ownership of the
Company's Common Stock, as of the Record Date, by (i) each person or group who
is known by the Company to be the beneficial owner of more than five percent of
the Common Stock, (ii) each of the Company's directors and nominees, (iii) each
of the Company's executive officers listed in the Summary Compensation Table
below; and (iv) all current directors, nominees and executive officers of the
Company as a group.
Shares
Beneficially Percent of
Name and Address(1) Owned (2) Class (2)
------------------- --------- ---------
James Leech 9,507,500(3) 31.2%
A. Thomas Griffis 9,379,997(4) 31.0%
Michael Sheehan 9,305,000(5) 30.7%
Alexander Walsh 9,155,000(6) 30.4%
George Shafran 9,088,334(7) 30.3%
Treetop Capital Inc. 8,955,000 29.9%
c/o Griffis International
1 Richmond Street West,
Suite 901, Toronto,
Ontario M5H3W4
William G. Cochrane 2,505,000(8) 7.9%
S. Drexel Ridley 2,475,000(9) 7.8%
Darcy Galvon 617,910(10) 2.0%
Carl Stevens 83,334(11) *
Jeffrey Spindler 15,000(12) *
Glen Allmendinger 8,334(13) *
John C. Buckingham, Jr. 0 0
All executive officers and directors as a 16,863,742(14) 46.3%
group (15 persons)
---------------------
* less than 1%
-3-
<PAGE>
(1) Except as otherwise indicated, the address for each of the named
individuals is c/o InfoCast Corporation, 1 Richmond Street West, Suite
902, Toronto, Ontario, Canada M5H 3W4.
(2) Except as otherwise indicated, the stockholders listed in the table
have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them. Pursuant to the rules and
regulations of the Securities and Exchange Commission, shares of Common
Stock that an individual or group has a right to acquire within sixty
(60) days pursuant to the exercise, conversion or exchange of warrants,
options or convertible or exchangeable securities are deemed to be
outstanding for the purposes of computing the percentage ownership of
such individual or group, but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person shown
in the table. The percentage is based on 29,939,824 shares of Common
Stock outstanding on the Record Date.
(3) Represents (i) 52,500 shares of Common Stock held by Mr. Leech, (ii)
500,000 shares issuable upon exercise of options granted to Mr. Leech
in June 1999 (which are currently exercisable) and (iii) 8,955,000
shares held by Treetop, of which Mr. Leech is an officer and a holder
of an option to purchase 300 shares of common stock of Treetop. Mr.
Leech has no control over Treetop or power to direct Treetop's voting
or disposition of its interest in the Company. Thus, Mr. Leech
disclaims beneficial ownership with respect to all of the shares of
Common Stock owned by Treetop.
(4) Represents (i) 124,997 shares of Common Stock held by Griffis
International Limited, a wholly owned company of Mr. Griffis, (ii)
100,000 shares issuable upon exercise of options granted to Mr. Griffis
under the 1998 Stock Option Plan (which are currently exercisable),
(iii) 200,000 shares issuable upon exercise of warrants granted to Mr.
Griffis (which are currently exercisable) and (iv) 8,955,000 shares
held by Treetop Capital Inc. ("Treetop"), of which Griffis
International Limited is a shareholder. Mr. Griffis and Griffis
International Limited have no control over Treetop or power to direct
Treetop's voting or disposition of its interest in the Company. Thus,
Mr. Griffis disclaims beneficial ownership with respect to all of the
shares of Common Stock owned by Treetop.
(5) Represents (i) 350,000 shares issuable upon exercise of options granted
to Mr. Sheehan under the 1998 Stock Option Plan (which are currently
exercisable) and (ii) 8,955,000 shares held by Treetop, of which Mr.
Sheehan is a shareholder. Mr. Sheehan has no control over Treetop or
power to direct Treetop's voting or disposition of its interest in the
Company. Thus, Mr. Sheehan disclaims beneficial ownership with respect
to all of the shares of Common Stock owned by Treetop.
(6) Represents (i) 200,000 shares issuable upon exercise of options granted
to Mr. Walsh under the 1999 Stock Option Plan (which are currently
exercisable) and (ii) 8,955,000 shares held by Treetop, of which Mr.
Walsh is a shareholder. Mr. Walsh has no control over Treetop or power
to direct Treetop's voting or disposition of its interest in the
Company. Thus, Mr. Walsh disclaims beneficial ownership with respect to
all of the shares of Common Stock owned by Treetop.
(7) Represents (i) 100,000 shares issuable upon exercise of options granted
to Mr. Shafran under the 1998 Stock Option Plan (which are currently
exercisable), (ii) 33,334 shares of Common Stock held by Mr. Shafran
and (iii) 8,955,000 shares held by Treetop, of which Mr. Shafran is a
shareholder. Mr. Shafran has no control over Treetop or power to direct
Treetop's voting or disposition of its interest in the Company. Thus,
Mr. Shafran disclaims beneficial ownership with respect to all of the
shares of Common Stock owned by Treetop.
(8) Represents (i) 600,000 shares of Common Stock held by Mr. Cochrane and
(ii) 1,905,000 shares of Common Stock issuable upon exercise of
warrants and options (which are currently exercisable).
-4-
<PAGE>
(9) Represents (i) 600,000 shares of Common Stock held by Mr. Ridley and
(ii) 1,875,000 shares of Common Stock issuable upon exercise of
warrants and options (which are currently exercisable).
(10) Represents (i) 517,000 shares issuable upon exchange of outstanding
shares of InfoCast Canada Corporation (which are currently
exchangeable), (ii) 100,000 shares issuable upon exercise of options
granted to Mr. Galvon under the 1998 Stock Option Plan (which are
currently exercisable) and (iii) 910 shares of Common Stock held by Mr.
Galvon's spouse.
(11) Represents 83,334 shares issuable upon exercise of options granted to
Mr. Stevens under the 1999 Stock Option Plan (which are currently
exercisable).
(12) Includes 5,000 shares issuable upon exercise of options granted to Mr.
Spindler under the 1999 Stock Option Plan (which are currently
exercisable).
(13) Represents 8,334 shares issuable upon exercise of options granted to
Mr. Allmendinger under the 1999 Stock Option Plan (which are currently
exercisable).
(14) Includes the securities described above in footnotes (3)-(13). Also
includes 543,333 shares beneficially owned by Richard Shannon, Herve
Seguin and Jennifer Scoffield.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nomination
The Board of Directors (the "Board") has nominated the nine individuals
named below to serve until the next annual meeting of stockholders or until
their respective successors have been duly elected and qualified. Pursuant to an
Agreement and Plan of Merger, dated May 3, 2000 (as amended), by and between the
Company and i360 inc., the former directors of i360 immediately prior to the
effective time of such merger may recommend to the Company such number of
nominees equal to one-third (1/3) of the non- independent members of the Board.
Such nominees are William G. Cochrane and S. Drexel Ridley. There are no other
arrangements or understandings between the persons named as nominees for
director and any other person pursuant to which such nominee was selected as a
nominee for election as director at the Meeting. No director, nominee for
director or executive officer is related to any other director, nominee or
executive officer of the Company by blood, marriage or adoption.
The election of each nominee requires the affirmative vote of a
plurality of the votes cast, in person or by proxy, at the Meeting. The Board
recommends a vote FOR the election of each of the nominees listed below. In the
absence of other instructions in the accompanying proxy, the persons named
therein have advised management that it is their present intention to vote the
proxies FOR the election of the nominees named below. All nominees, except for
John C. Buckingham, Jr., currently serve on the Board. The Board has been
informed that all persons listed below are willing to serve as directors. If,
prior to the Meeting, the Board shall learn that any nominee will be unable or
unwilling to stand for election or serve if elected, it is intended that the
persons named in the accompanying proxy will vote for such substitute nominees
as selected by the Board. Alternatively, the proxies, at the Board's discretion,
may be voted for such fewer number of nominees as results from such inability or
unwillingness to serve. The Board has no reason to believe that any nominee will
be unable or unwilling to stand for election or serve if elected.
-5-
<PAGE>
Information About Nominees
The following table presents information concerning each nominee for
director and reflects his age, position with the Company and tenure as a
director of the Company.
<TABLE>
<CAPTION>
Director
Name Age Position Since
---- --- -------- -----
<S> <C> <C> <C>
Darcy Galvon 43 Co-Chairman and Director 1999
A. Thomas Griffis (2) 60 Co-Chairman and Director 1999
James Leech (2) 53 President, Chief Executive Officer and 1999
Director
William G. Cochrane (2) 39 Senior Vice President, President - 2000
Community and Director
Glen Allmendinger (1) 46 Director 2000
George Shafran (1) 73 Director 1999
Jeffrey S. Spindler (1) 37 Director 2000
S. Drexel Ridley (2) 51 Director 2000
John C. Buckingham, Jr. 47 Nominee --
</TABLE>
-----------
(1) Member of the Audit Committee
(2) Member of the Nominating Committee
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF
EACH OF THE ABOVE NOMINEES FOR DIRECTOR.
Set forth below for each nominee is his principal occupations during
the last five years and any additional directorships in publicly-held companies.
The information is as of October 5, 2000.
Mr. Galvon has been Co-Chairman and a director of the Company since May
13, 1999. In 1986, Mr. Galvon founded Sun MicroSystems, Inc.'s Western Canada
office in Calgary, Alberta, where he was responsible for covering the
transportation, utilities, education, manufacturing, retail, entertainment and
software developers in Calgary and the entire province of Saskatchewan. From
1995 to the present, Mr. Galvon served as a director of Sun Computer Systems
Inc. Alberta Ltd. and HomeBase Work Solutions Ltd. HomeBase Work Solutions was
acquired by the Company in May 1999, and is currently a subsidiary of the
Company. Mr. Galvon is also a director of Facet Petroleum Solutions, Inc., with
which HomeBase Work Solutions has entered into a licensing and distribution
agreement. He is also Chairman of the Board of HomeBase Work Solutions.
Mr. Griffis has been the Chairman of the Board and a director of the
Company since January 12, 1999 and a Co-Chairman since May 13, 1999. Since 1986,
Mr. Griffis has been the founder and sole owner of Griffis International
Limited, a management consulting and business development firm. Griffis
International Limited has focused its activities on the structuring, financing
and management of emerging companies, particularly in the natural resource and
high-tech sectors.
-6-
<PAGE>
Mr. Leech has been President, Chief Executive Officer and a director of
the Company since September 4, 1999. From 1996 until September 1999, Mr. Leech
was Vice Chairman and Director at Kasten Chase Applied Research Limited, a
publicly-traded data networking and wireless technology company, where he was
responsible for corporate strategy, finance, administration and production. From
1993 to 1996, Mr. Leech was President, Chief Executive Officer and Director of
Disys Corporation, a publicly-traded wireless technology company, which was
later merged into Kasten Chase Applied Research Limited.
Mr. Cochrane has been a Director and Senior Vice President of the
Company and President of the Company's Community division since August 2000.
Previously, he served as the President, Chief Executive Officer and Chairman of
i360 from July 1999 to August 2000. From 1997 to 1998, Mr. Cochrane was Vice
President Sales at Paxar Corporation. From 1988 to 1997, Mr. Cochrane held a
variety of executive positions at Motorola Incorporated, most recently as
National Sales Manager. Mr. Cochrane also held positions with 3M (Minnesota
Mining and Manufacturing Corporation) and managed a private consulting firm.
Mr. Allmendinger has been a director of the Company since May 17, 2000.
Mr. Allmendinger is the founder and CEO of Harbor Research, a strategic
consulting and business development firm based in Boston and San Francisco. Mr.
Allmendinger has been responsible for managing Harbor Research and its
consulting and research activities since its inception in 1983. Mr. Allmendinger
is a director of Stratepshere.com (a business intelligence portal service based
in Boston), DataSweep, Inc. (a supplier of B2B supply chain software in the
computing and electronics sectors based in San Jose) and Cambridge Studios (and
Learning content and tools firm based in Cambridge).
Mr. Shafran has been a director of the Company since February 8, 1999.
Mr. Shafran has been the President of Geo. P. Shafran & Associates, Inc., a
management, marketing and investment consulting firm, for the last thirty years.
Mr. Shafran also serves as Senior Consultant for The High Performance Group, a
management consulting firm. Mr. Shafran is vice-chairman of The Heritage Bank
and a director of NVR Mortgage, Missing Kids, International and is chairman of
the Advisory Board of the AAA Potomac. Mr. Shafran also serves as a consultant
to various other companies. He currently serves on President Clinton's
Legislative Council of the U.S. Chamber of Commerce and on the Board of the
National Capital Chapter of the American Red Cross.
Mr. Spindler has been a director of the Company since January 2000. Mr.
Spindler has been a partner with Olshan Grundman Frome Rosenzweig & Wolosky LLP,
a New York City law firm, since January 1997. From November 1993 to December
1996, Mr. Spindler was associated with Olshan Grundman Frome Rosenzweig &
Wolosky LLP. Prior to that time and since September 1988, he was associated with
Cahill Gordon & Reindel, also a New York City law firm. Mr. Spindler is an
attorney specializing in corporate matters including finance, securities
regulation and mergers and acquisitions.
Mr. Ridley has been a director of the Company since August 2000. He
served as General Counsel and a director of i360 from November 1999 to August
2000. From 1994 to October 1999, Mr. Ridley served as President of Ridley
International, a marketing company. Prior thereto, Mr. Ridley was a partner with
the law firm of McCalla, Thompson, Pyburn and Ridley, from 1980 to 1994. From
1980 to 1998, Mr. Ridley also served on the Board of Directors and Executive
Committee of the Louisiana Association of Business and Industry, for which he
served as Chairman in 1994. From 1977 to 1980, Mr. Ridley was an attorney with
the law firm of Jones Walker. From 1975 to 1977, Mr. Ridley was General Counsel
for the Louisiana Association of Business and Industry. Mr. Ridley is also a
director of Imark Corporation.
-7-
<PAGE>
Mr. Buckingham is being nominated as a director of the Company. He has
served as Associate Dean and Director of the Eller Graduate School of Management
at the University of Arizona since March 1999. From October 1997 until February
1999, Mr. Buckingham served as President of Prime Tech, Inc., a market leader in
the distribution of fluid power products to industry. Prior thereto, he had been
President of the Larson Company, a leader in the manufacture of artificial
environments for zoos and aquariums, from August 1993 to October 1997; President
and Chief Operating Officer of Intoximeters, a world leader in the manufacturing
of electronic breath detecting equipment used by law enforcement, from November
1990 to August 1993; President and Chief Operating Officer of Fixtures
Furniture, a leader in manufacturing of design furniture, from November 1987 to
November 1990; and President and Chief Executive Officer of TSI Holdings and AA
Gage, a leader in manufacturing tank trucks for fuel delivery, from June 1985 to
November 1987. Currently, Mr. Buckingham serves on the Board of Directors of
Cyracom International, the United Way of Tucson and the Assistance League of
Tuscon.
Meetings and Committees
The Board of Directors met on one occasion and took action by unanimous
written consent on 13 occasions during the fiscal year ended March 31, 2000. The
Nominating Committee and the Audit Committee are the only committees of the
Board of Directors. The Nominating Committee was established in May 2000. The
members of the Nominating Committee are A. Thomas Griffis, James Leech, William
G. Cochrane and S. Drexel Ridley. The Nominating Committee's sole responsibility
will be to nominate the members to be elected to the Company's Board of
Directors. The committee will consider nominees recommended by security holders
if received no later than the date set forth under "2001 Stockholder Proposals".
The members of the Audit Committee are George Shafran, Jeffrey Spindler and Glen
Allmendinger. The Audit Committee met on one occasion during the fiscal year
ended March 31, 2000. The Audit Committee annually recommends to the Board of
Directors independent public accountants to serve as auditors of the Company's
books, records and accounts, reviews the scope of the audits performed by such
auditors and the audit reports prepared by them, reviews and monitors the
Company's internal accounting procedures and monitors compliance with the
Company's Code of Ethics Policy and Conflict of Interest Policy. No incumbent
director failed to participate in at least 75% of all meetings of the Board of
Directors and the committees on which he served during the past fiscal year.
The Company did not pay directors fees to any of the directors during
the fiscal year ended March 31, 2000. All directors are reimbursed for their
reasonable out-of-pocket expenses incurred in connection with their duties to
the Company. As of May 17, 2000, each director who is an independent director,
as defined by the National Association of Securities Dealers, Inc., will receive
options to purchase a number of shares of the Company's Common Stock equal to
$50,000 multiplied by a fraction, the numerator of which will be 2 and the
denominator of which will be the closing price of the Common Stock on the date
of grant.
-8-
<PAGE>
MANAGEMENT
The following table contains the names, ages and principal occupations
held during the last five years of each of the executive officers of the Company
who are not directors.
<TABLE>
<CAPTION>
Name Age Principal Occupation for the Past Five Years
---- --- --------------------------------------------
<S> <C> <C>
Herve Seguin 49 Chief Financial Officer of the Company since January 4, 2000 and
Secretary since May 17, 2000. From June 1999 to December 1999,
Mr. Seguin was the Partner e-commerce of Quorum Growth, a
venture capital firm. From 1993 to June 1999, Mr. Seguin was the
Vice President of Finance and the Chief Financial Officer of Promis
Systems Corporation Ltd. (now PRI Automation, Inc.), a software
development company, where he assisted in several rounds of public
equity financing.
Michael Sheehan 60 Executive Vice President of the Company's Contact division since
July 6,1999 and a director of the Company since January 12, 1999.
He served as the Chief Executive Officer of the Company from
January 12, 1999 to July 6, 1999. From 1960 to 1998, Mr. Sheehan
held a number of positions at AT&T, most recently as Director of
Call Center Solutions for AT&T Labs. At AT&T, Mr. Sheehan was
responsible for managing the building of complex
telecommunication systems and networks and helped create
strategic marketing plans for introducing new AT&T services and
products.
Jennifer Scoffield 30 Vice President, Finance and Administration of the Company since
July 7, 1999. From February 1997 to June 1999, Ms. Scoffield held
various positions at PRI Automation Inc. (formerly Promis Systems
Corporation Ltd.), a software development company, most recently
as Director, Financial Projects. From August 1996 to January 1997,
Ms. Scoffield was Manager of Finance for Pet Valu Canada, Inc., a
retail pet supply company. From August 1993 to August 1996, Ms.
Scoffield was an accountant with Ernst & Young in the
Entrepreneurial Services group where she obtained her Chartered
Accountant designation.
Carl Stevens 51 President of the Company's Contact and e-Learning divisions since
December 1999. From February 1997 to November 1999, Mr.
Stevens held various positions at ITC Learning Corporation, most
recently as President and Chief Executive Officer. From 1971 to
November 1996, Mr. Stevens held a number of positions at IBM,
most recently as Program Director for the Public Sector. In that
capacity, Mr. Stevens was responsible for the sale of personal
computers to the higher education, kindergarten, grammar school
and high school markets, as well as to federal, state and local
governments.
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Name Age Principal Occupation for the Past Five Years
---- --- --------------------------------------------
<S> <C> <C>
Alexander "Sandy" 33 Chief Technology Officer of the Company since May 1999. From
Walsh March 1998 to April 1999, Mr. Walsh was Director of Research and
Development - Business Intelligence Group for Hummingbird
Communications Ltd., a data networking company where he led
product conceptualization and architectural design and worked with
industry partners to integrate complementary technologies. From
March 1994 to February 1998, Mr. Walsh was Project Lead for
Andyne Computing Limited, a data networking company of
Kingston, Ontario. Prior to joining Andyne Computing Limited,
Mr. Walsh held various positions in the software design field.
Richard Shannon 54 President and Chief Executive Officer of HomeBase Work Solutions
Ltd. since March 1999. Since 1990, Mr. Shannon has been a
founding shareholder and managing director of Baycor Capital, Inc.,
a merchant bank based in Calgary, Alberta, as well as a founding
shareholder and director of Nevada Bob's Canada Inc., a publicly-
traded golf retailer with 85 company stores and 200 franchised
stores located in 10 countries.
</TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by or
paid to the chief executive officer ("CEO") and the other executive officers of
the Company whose salary and bonus exceeded $100,000 with respect to the fiscal
year ended March 31, 2000 (the "named executive officers").
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------------- Long Term
Compensation
------------
Other
Annual
Compen- Securities
Name and Principal Fiscal sation Underlying
Position Year Salary($) Bonus($) ($)(1) Options(#)
-------- ---- --------- -------- ------ ----------
<S> <C> <C> <C> <C> <C>
James Leech, President and 2000 $130,846 $ 10,196 - 750,000
Chief Executive Officer(2) 1999 $ - $ - - -
Michael Sheehan, Chief 2000 $ - $ - - -
Executive Officer(3) 1999 $ - $ - $18,750 350,000
Carl Stevens, President, 2000 $ 76,875 $ 50,000 - 250,000
InfoCast Contact and 1999 $ - $ - - -
e-Learning
</TABLE>
-----------
-10-
<PAGE>
(1) The Company has concluded that, except as indicated, the aggregate
amount of perquisites and other personal benefits paid to each of the
individuals listed on this table did not exceed the lesser of ten
percent (10%) of such officer's annual salary and bonus for each fiscal
year indicated or $50,000.
(2) Mr. Leech became the Company's Chief Executive Officer on September 4,
1999.
(3) Mr. Sheehan was the Company's Chief Executive Officer from January 12,
1999 to July 6, 1999. Mr. Sheehan earned $18,750 from January 12, 1999
to March 31, 1999 for his service as a consultant to the Company.
Option Grants During Fiscal Year Ended March 31, 2000
The following table provides information related to options to purchase
Common Stock granted to the CEO and the named executive officers during the
fiscal year ended March 31, 2000. These grants are also reflected on the Summary
Compensation Table above. The Company currently does not have any plans
providing for the grant of stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------------
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for Option Term(2)
% of Total
Options
Number of Granted
Securities to Exercise
Underlying Employees Price Per
Options in Fiscal Share Expiration
Name Granted(#) Year 2000 ($/Sh)(1) Date 5%($) 10% ($)
---- ---------- --------- --------- ---- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
James Leech 750,000 32% $7.00 5/31/04 $1,450,475 $3,205,178
Michael Sheehan - 0% $ - - -- -
Carl Stevens 250,000 11% $7.00 11/18/04 $479,176 $1,058,853
</TABLE>
--------
(1) The exercise price of the options granted was equal to the fair market
value of the underlying Common Stock on the date of grant. One third of
each option granted was immediately exercisable, with the remaining
portion exercisable in equal amounts on September 4, 2000 and September
4, 2001. On June 14, 2000, these options were repriced to $4.00 per
share, which was equal to the fair market value of the underlying Common
Stock on such date.
(2) The potential realizable value portion of the foregoing table
illustrates values that might be realized upon exercise of the options
immediately prior to the expiration of their term, assuming the
specified compounded annual rates of appreciation on the Common Stock
over the term of the options. These numbers do not take into account
provisions of certain options providing for termination of the option
following termination of employment, non-transferability or differences
in vesting periods. Regardless of the theoretical value of an option,
its ultimate value will depend upon the market value of the Common Stock
at a future date, and that value will depend on a variety of factors,
including the overall condition of the stock market and the Company's
results of operations and financial condition. There can be no assurance
that the values reflected in this table will be achieved.
-11-
<PAGE>
Fiscal Year-End Option Values
The following table provides information relating to the number and
value of options held by the CEO and the named executive officers at fiscal year
end. No options were exercised in the fiscal year ended March 31, 2000.
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options at Value of Unexercised In-the-Money
Name Fiscal Year-End Options at Fiscal Year-End ($)(1)
---- --------------- ---------------------------------
Exercisable Exercisable Exercisable Unexercisable
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
James Leech 250,000 500,000 $- $ -
Michael Sheehan 350,000 -- $2,100,000 $ -
Carl Stevens 83,334 166,666 $- $ -
</TABLE>
-----------
(1) Options are "in-the-money" if the market price of the Common Stock on
March 31, 2000 exceeded the exercise price of such options. The value of
such options is calculated by determining the difference between the
aggregate market price of the Common Stock underlying the options on
March 31, 2000 and the aggregate exercise price of such options. The
closing price of a share of Common Stock on March 31, 2000 as reported
on the OTC Bulletin Board was $7.00.
Employment Agreements, Termination of Employment and Change-in-Control
Arrangements
James Leech is employed by the Company pursuant to an employment
agreement dated as of August 5, 1999. The agreement provides that Mr. Leech's
employment with the Company shall continue unless it is terminated by either
party in accordance with the terms of the agreement. The agreement provides for
an initial base salary of Cdn $330,000 (or $227,040 in U.S. dollars as of March
31, 2000) per annum, a minimum bonus of Cdn $30,000 (or $20,640 in U.S. dollars
as of March 31, 2000) for the period ending March 31, 2000 and a minimum bonus
of Cdn $50,000 (or $34,400 in U.S. dollars as of March 31, 2000) for each
twelve-month period thereafter during the term of the agreement. Mr. Leech's
salary shall be annually reviewed and may be increased at the discretion of the
Board of Directors.
The agreement also provides that if Mr. Leech is terminated other than
for "cause," he shall receive the base salary provided for under the agreement
through the date of termination, plus a lump sum payment equal to twice his
annual base salary and bonus. He will also receive his accrued bonus, continue
to participate in certain benefit plans for the 24 months following such
termination and any options issued to Mr. Leech will immediately vest. If Mr.
Leech's employment is terminated due to death or "disability," he shall be paid
the base salary under the agreement until the date of termination and receive a
pro rata payment for all bonuses (calculated as the greater of the bonus which
would be paid under the Company's bonus plan on the basis that targets were met
and 50% of Mr. Leech's base salary), as well as any benefits accrued until the
date of termination and any options issued to Mr. Leech will immediately vest.
"Cause" is defined as a wilful refusal on the part of Mr. Leech to perform the
services required of him under the agreement (including the wilful and
intentional withholding of services thereunder), any breach of Mr. Leech's
fiduciary duties to the Company likely to cause material harm to the Company,
fraud or any conviction for a felony or indictable offense or any crime
involving moral turpitude or any of theft or dishonesty relating to a matter
material to the Company, provided that a wilful refusal to perform the services
required under the agreement will constitute cause only if Mr. Leech fails to
terminate the relevant actions or cure the relevant failure to act and remedy
any harm therefrom within 10 business days after receipt of written notice of
such wrongful act, failure to act or harm from the Company. "Disability" is
defined as the eligibility of Mr. Leech for long term disability benefits under
the disability insurance provided by the Company.
-12-
<PAGE>
In the event Mr. Leech is terminated within 24 months of a "change of
control" of the Company, Mr. Leech shall receive a payment equal to three times
his annual base salary and bonus. He will also receive his accrued bonus,
continue to participate in certain benefit plans for 36 months following such
termination and any options issued to Mr. Leech will immediately vest. "Change
of control" is defined as (i) the direct or indirect sale, lease, exchange or
other transfer of all or substantially all (50% or more) of the assets of the
Company to any person or entity or group of persons or entities acting jointly
or in concert as a partnership or other group (a "Group of Persons"); (ii) the
merger, consolidation or other business combination of the Company with or into
another corporation with the effect that the stockholders of the Company
immediately following the merger, consolidation or other business combination,
hold 50% or less of the combined voting power of the then outstanding securities
of the surviving corporation of such merger, consolidation or other business
combination ordinarily (and apart from rights accruing under special
circumstances) having the right to vote in the election of directors; (iii) the
replacement of a majority of the Board of Directors of the Company or of any
committee of the Board of Directors of the Company in any given year as compared
to the directors who constituted the Board of Directors of the Company or such
committee at the beginning of such year, and such replacement shall not have
been approved by the Board of Directors of the Company, as the case may be, as
constituted at the beginning of such year; (iv) a person or Group of Persons
shall, as a result of a tender or exchange offer, open market purchases,
privately negotiated purchases, merger, consolidation or other business
combination, or otherwise, have become the beneficial owner (within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
securities of the Company representing 20% or more of the combined voting power
of the then outstanding securities of such corporation ordinarily (and apart
from rights accruing under special circumstances) having the right to vote in
the election of directors; or (v) the voluntary liquidation, dissolution or
winding-up of the Company in connection with which a distribution is made to the
holders of the Common Stock.
In addition, pursuant to the terms of his employment agreement, on June
1, 1999, Mr. Leech was granted options to purchase 750,000 shares of Common
Stock at an exercise price of $7.00 per share. Such options were repriced in
June 2000 to $4.00 per share. Such options are currently exercisable as to
500,000 shares and become exercisable as to the remaining 250,000 shares on
September 4, 2001.
Carl Stevens is employed by the Company pursuant to an employment
agreement dated as of November 15, 1999. The agreement provides that Mr.
Stevens' employment with the Company shall continue unless it is terminated by
either party in accordance with the terms of the agreement. The agreement
provides for an initial base salary of $225,000 per annum and a bonus of $50,000
for the twelve- month period beginning on the date of the agreement. Mr.
Stevens' salary shall be annually reviewed and may be increased at the
discretion of the Board of Directors.
The agreement also provides that if Mr. Stevens is terminated other than
for "cause," death or "disability," he shall receive the base salary provided
for under the agreement through the date of termination, plus a lump sum payment
equal to his annual base salary. In addition, any options issued to Mr. Stevens
will immediately vest and the exercise period for such options shall be twelve
months from the date of termination. If Mr. Stevens' employment is terminated
due to death or "disability," he shall be paid the base salary under the
agreement until the date of termination and receive a pro rata payment for all
bonuses (calculated as the greater of the bonus which would be paid under the
Company's bonus plan on the basis that targets were met and 25% of Mr. Stevens'
base salary), as well as any benefits accrued until the date of termination and
any options issued to Mr. Stevens will immediately vest. "Cause" is defined as a
wilful refusal on the part of Mr. Stevens to perform the services required of
him under the agreement (including the wilful and intentional withholding of
services thereunder), any breach of Mr. Stevens' fiduciary duties to the Company
likely to cause material harm to the Company, fraud or any conviction for a
felony or indictable offense or any crime involving moral turpitude or any of
theft or dishonesty relating to a matter material to the Company, provided that
a wilful refusal to perform the services required under the agreement
-13-
<PAGE>
will constitute cause only if Mr. Stevens fails to terminate the relevant
actions or cure the relevant failure to act and remedy any harm therefrom within
10 business days after receipt of written notice of such wrongful act, failure
to act or harm from the Company. "Disability" is defined as the eligibility of
Mr. Stevens for long term disability benefits under the disability insurance
provided by the Company.
In addition, pursuant to terms of his employment agreement, Mr. Stevens
was granted options to purchase 250,000 shares of Common Stock at an exercise
price of $7.00 per share. Such options were repriced in June 2000 to $4.00 per
share. Such options are currently exercisable as to 166,666 shares and become
exercisable as to the remaining 83,334 shares on September 4, 2001.
Report on Executive Compensation
General. The Board of Directors determines the cash and other incentive
compensation, if any, to be paid to the Company's CEO and other executive
officers and is responsible for the administration and award of the Company's
stock option plans.
Compensation Philosophy. The Board's executive compensation philosophy is to
base management's pay, in part, on achievement of the Company's annual and
long-term performance goals, to provide competitive levels of compensation, to
recognize individual initiative, achievement and length of service to the
Company and to assist the Company in attracting and retaining qualified
management. The Board also believes that the potential for equity ownership by
management is beneficial in aligning managements' and stockholders' interests in
the enhancement of stockholder value.
Salaries. Base salaries for the Company's executive officers are determined
initially by evaluating the responsibilities of the position held and the
experience of the individual, information technology industry and management
experience and by reference to the competitive marketplace for management
talent. Annual salary adjustments are determined by: i) evaluating the financial
results achieved by the Company; ii) the performance of the executive
particularly with respect to the ability to manage growth and profitability of
the Company; iii) the length of the executive's service to the Company; and iv)
any increased responsibilities assumed by the executive. The Company has
employment agreements with Messrs. Leech and Seguin which set base salaries for
such individuals. These base salaries are based on and are reviewed annually in
accordance with factors described in this paragraph and the terms of the
employment agreements. See "Executive Compensation - Employment Agreements,
Termination of Employment and Change-in-Control Arrangements."
Annual Bonuses. The Company does not currently have a formal bonus plan for its
executives, but from time to time considers the payment of discretionary bonuses
to its executive officers. Bonuses would be determined based upon the level of
achievement by the Company and upon the level of personal achievement by its
executive officers.
Compensation of Chief Executive Officer. Mr. Leech's base salary for fiscal year
2000 was Cdn.$330,000 (or $227,040 in US dollars as of March 31, 2000) and was
determined by his employment agreement.
Darcy Galvon
A. Thomas Griffis
James Leech
Michael Sheehan
George Shafran
Jeffrey S. Spindler
-14-
<PAGE>
Compensation Committee Interlocks and Insider Participation
In fiscal year ended March 31, 2000, all members of the Company's Board
of Directors deliberated concerning executive officer compensation, including
Messrs. Galvon, Griffis, Leech and Sheehan.
Performance Graph
The following graph compares the cumulative total return (assuming
reinvestment of dividends) on $100 invested in the Common Stock from the
commencement of trading of the Common Stock on August 7, 1998 to March 31, 2000
with the cumulative total return on $100 invested in the Standard & Poor's
MidCap Index and the Internet Software and Services Industry Index.
COMPARISON OF TOTAL RETURN
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Company Index
Name August 7, 1998 December 31,1998 March 31, 1999 March 31, 2000
---- -------------- ---------------- -------------- --------------
<S> <C> <C> <C> <C>
InfoCast Corporation $100.00 1451.61 1592.90 2258.06
S&P MidCap Index $100.00 186.43 308.74 578.32
Internet Software and $100.00 114.07 106.79 147.47
Services Industry
Index
</TABLE>
There can be no assurance that the Company's Common Stock performance
will continue with the same or similar trends depicted in the above graph.
-15-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 14, 2000, the Company issued warrants to purchase 200,000 and
300,000 shares of Common Stock to A. Thomas Griffis and Don Jeffrey,
respectively. All of such warrants were immediately exercisable at an exercise
price of $4.00 per share.
During the year ended March 31, 2000, the Company paid consulting fees
to Griffis International Limited, an entity wholly-owned by A. Thomas Griffis,
the Co-Chairman of the Board of the Company, in the amount of Cdn $210,000 (or
$142,740 in U.S. dollars as of March 31, 2000) and accrued an additional Cdn
$30,000 (or $20,392 in U.S. dollars as of March 31, 2000) for financial and
management consulting services rendered. The Company will continue to pay a
monthly consulting fee of Cdn $15,000 (or $10,195 in U.S. dollars as of March
31, 2000) while services are being rendered.
During the year ended March 31, 2000, the Company paid consulting fees
to Don Jeffrey, a stockholder beneficially owning greater than 5% of the
outstanding shares of the Company's Common Stock, in the amount of Cdn $105,000
(or $71,370 in U.S. dollars as of March 31, 2000) for consulting services
related to business development and advice on potential acquisitions, including
introducing the Company to HomeBase Work Solutions Ltd. and identifying
potential customers.
During the year ended March 31, 2000, the Company paid consulting fees
totaling $120,000 and accrued an additional $40,000 to George Shafran, a
director of the Company, for consulting services related to business development
and advice on potential acquisitions, including introducing the Company to an
acquisition candidate and attending numerous sales calls with potential
customers. The Company will continue to pay a monthly consulting fee of $10,000
while services are being rendered.
During the year ended March 31, 2000, the Company paid incentive
compensation fees to Darcy Galvon, its Co-Chairman of the Board, of Cdn $140,000
(or $95,160 in U.S. dollars as of March 31, 2000) in connection with the
Company's acquisition of HomeBase Work Solutions. During the year ended March
31, 2000, the Company paid consulting fees to 2Inc., a company owned 50% by
Darcy Galvon, in the amount of Cdn. $86,000 (or $58,456 in U.S. dollars as of
March 31, 2000) and accrued an additional Cdn $54,000 (or $36,705 in U.S.
dollars as of March 31, 2000) for consulting services rendered by Mr. Galvon.
The Company will continue to pay a monthly consulting fee of Cdn. $11,666 (or
$7,930 in U.S. dollars as of March 31, 2000) while such services are being
rendered.
Darcy Galvon is a Director of Facet Petroleum Solutions, Inc. Pursuant
to a licensing and distribution agreement dated March 30, 1999 between HomeBase
Work Solutions and Facet Petroleum Solutions Inc., HomeBase Work Solutions
acquired the exclusive right in the telework market to distribute Facet
Petroleum's Telework Operational Data Store software for a period of two years
in consideration for 6,910 common shares of HomeBase valued at Cdn $200,678 (or
$139,000 in U.S. dollars as of December 31, 1999). Facet Petroleum received
25,000 shares of Common Stock of the Company in exchange for the 6,910 HomeBase
Work Solutions shares as a result of the acquisition of HomeBase Work Solutions
by the Company on May 13, 1998.
From July 29, 1997 to March 31, 1999, the Company received cash advances
from View Media, a company controlled by Don Jeffrey, a stockholder beneficially
owning greater than 5% of the outstanding shares of the Company's Common Stock,
totaling approximately $109,000. The Company repaid such advances prior to June
30, 1999.
Jeffrey S. Spindler, a member of the Company Board and the audit
committee of the Company Board, is a partner of Olshan Grundman Frome Rosenzweig
& Wolosky LLP, counsel to the Company.
-16-
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its officers, and any persons holding more than ten percent of the Company's
Common Stock are required to report their initial ownership of the Common Stock
and any subsequent changes in that ownership to the Securities and Exchange
Commission. Specific due dates for these reports have been established, and the
Company is required to disclose in this Proxy Statement any failure to file by
these dates. All of these filing requirements with respect to the Company's past
fiscal year were satisfied on a timely basis. In making these disclosures, the
Company has relied solely on copies of the reports that they have filed with the
Commission.
PROPOSAL NO. 2
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Ernst & Young LLP has been selected as the
independent public accountants for the Company for the fiscal year ending March
31, 2001. Although the selection of accountants does not require ratification,
the Board of Directors have directed that the appointment of Ernst & Young LLP
be submitted to stockholders for ratification due to the significance of their
appointment by the Company. If stockholders do not ratify the appointment of
Ernst & Young LLP, the Board of Directors will consider the appointment of other
certified public accountants. A representative of that firm, which served as the
Company's independent public accountants for the fiscal year ended March 31,
2000, is expected to be present at the Meeting and, if he so desires, will have
the opportunity to make a statement, and in any event will be available to
respond to appropriate questions.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING MARCH 31, 2001.
2001 STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next annual meeting of stockholders of the
Company, stockholder proposals for such meeting must be submitted to the Company
at its principal executive officer 1 Richmond Street West, Suite 902, Toronto,
Ontario, M5H 3W4, Canada, no later than June 2, 2001.
OTHER MATTERS
So far as now known, there is no business other than that described
above to be presented for action by the stockholders at the Meeting, but it is
intended that the proxies will be voted upon any other matters and proposals
that may legally come before the Meeting or any adjournment thereof, in
accordance with the discretion of the persons named therein.
-17-
<PAGE>
ANNUAL REPORT
The Company is concurrently sending all of its stockholders of record as
of October 6, 2000 a copy of its Annual Report and its Form 10-K. Such documents
contain the Company's certified consolidated financial statements for the fiscal
year ended March 31, 2000, including that of the Company's subsidiaries.
-18-
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INFOCAST CORPORATION
Proxy -- Annual Meeting of Stockholders
November 8, 2000
The undersigned, a stockholder of InfoCast Corporation, a Nevada
corporation (the "Company"), does hereby appoint James Leech and Herve Seguin,
and each of them, the true and lawful attorneys and proxies with full power of
substitution, for and in the name, place and stead of the undersigned, to vote
all of the shares of Common Stock of the Company which the undersigned would be
entitled to vote if personally present at the 2000 Annual Meeting of
Stockholders of the Company to be held at the offices of Olshan Grundman Frome
Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New York, on November 8,
2000, at 10:00 A.M., local time, or at any adjournment or adjournments thereof.
The undersigned hereby revokes any proxy or proxies heretofore given and
acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy
Statement, both dated October 9, 2000, and a copy of the Company's Annual Report
and Form 10-K for the fiscal year ended March 31, 2000.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED TO ELECT THE NOMINEES AS DIRECTORS
AND TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS.
1. To elect the following directors: Darcy Galvon, A. Thomas Griffis, James
Leech, John C. Buckingham, Jr., George Shafran, Jeffrey Spindler, Glen
Allmendinger, William G. Cochrane and S. Drexel Ridley, to serve as
directors until the next annual meeting of stockholders of the Company
and in each case until their successors have been duly elected and
qualified.
[__] FOR ALL NOMINEES (except as listed below)
[__] WITHHELD FROM ALL NOMINEES
WITHHELD _____________________________________________________________________
To withhold authority to vote for any nominee(s), print name(s) above
2. To ratify the appointment of Ernst & Young LLP as the independent
public accountants of the Company for the fiscal year ending March 31,
2001.
FOR [___] AGAINST [___] ABSTAIN [___]
NOTE: Your signature should appear the same as your name appears hereon. In
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a proxy is given by a corporation,
it should be signed by an authorized officer and the corporate seal affixed. No
postage is required if mailed in the United States.
Signature: ___________________ Date___________
Signature: ___________________ Date___________
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW: [___]
-19-
