<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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
POLITICS.COM, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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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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<PAGE>
POLITICS.COM, INC.
Notice of Special Meeting in Lieu of the 2000 Annual Meeting of Stockholders
June 15, 2000
To the Stockholders:
A Special Meeting in Lieu of the 2000 Annual Meeting of the
Stockholders of POLITICS.COM, INC. will be held on Thursday, June 15, 2000,
at 11:00 A.M. at Embassy Suites Hotel, Tempe, 4400 South Rural Road, Tempe,
AZ 85282, for the following purposes:
1. To elect a Board of four Directors, to serve until the next annual
meeting of stockholders and until their successors shall be elected and
qualified, as more fully described in the accompanying Proxy Statement.
2. To consider and act upon any other business which may properly come
before the meeting.
The Board of Directors has fixed the close of business on April 29,
2000 as the record date for the meeting. All stockholders of record on that date
are entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
By Order of the Board of Directors
Kevin C. Baer
Secretary
Tempe, Arizona
May 15, 2000
<PAGE>
POLITICS.COM, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Politics.com, Inc. (the "Company") for
use at a Special Meeting in Lieu of the 2000 Annual Meeting of Stockholders, to
be held on Thursday, June 15, 2000, at the time and place set forth in the
notice of the meeting, and at any adjournments thereof. The approximate date on
which this Proxy Statement and form of proxy are first being sent to
stockholders is May 15, 2000.
If the enclosed proxy is properly executed and returned, it will be
voted in the manner directed by the stockholder. If no instructions are
specified with respect to any particular matter to be acted upon, proxies will
be voted in favor thereof. Any person giving the enclosed form of proxy has the
power to revoke it by voting in person at the meeting, or by giving written
notice of revocation to the Secretary of the Company at any time before the
proxy is exercised.
The holders of a majority in interest of all common stock, par value
$.00001 per share ("Common Stock") issued, outstanding and entitled to vote are
required to be present in person or to be represented by proxy at the meeting in
order to constitute a quorum for transaction of business. The election of
nominees for Director will be decided by a majority vote of the Common Stock
entitled to vote at the meeting. Abstentions and "non-votes" are counted as
present in determining whether the quorum requirement is satisfied. Abstentions
and "non-votes" have the same effect as votes against proposals presented to
stockholders, other than election of directors. Abstentions and "non-votes" will
have no effect on the election of directors. A "non-vote" occurs when a nominee
holding shares for a beneficial owner votes on one proposal, but does not vote
on another proposal because the nominee does not have discretionary voting power
and has not received instructions from the beneficial owner.
The Company will bear the cost of the solicitation. It is expected that
the solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any extra compensation
for their activities) may also solicit proxies by telephone, telegraph and in
person and arrange for brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy materials to their principals at the
expense of the Company.
The Company's principal executive offices are located at 2530 South
Rural Road, Tempe, Arizona 85282 and its telephone number is (480) 858-0016.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on April 29, 2000
are entitled to notice of and to vote at the meeting. On that date, the Company
had outstanding and entitled to vote 9,238,320 shares of Common Stock. Each
outstanding share of the Company's Common Stock entitles the record holder to
one vote.
1
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Four Directors of the Company are to be elected to hold office until
the next annual meeting and until their successors shall be duly elected and
qualified. The persons named in the accompanying proxy will vote, unless
authority is withheld, for the election of the four nominees named below. If any
of such nominees should become unavailable for election, which is not
anticipated, the persons named in the accompanying proxy will vote for such
substitutes as management may recommend. No nominee is related to any other
nominee or to any executive officer of the Company or its subsidiaries, except
Howard R. Baer and Kevin C. Baer. Howard R. Baer, President and Chairman of the
Board, is the father of Kevin C. Baer, Vice President, Treasurer, Secretary and
Director of the Company.
<TABLE>
<CAPTION>
Year
First
Elected a Position With the Company or Principal
Name of Nominee Age Director Occupation During the Past Five Years
- --------------- --- -------- -------------------------------------
<S> <C> <C> <C>
Howard R. Baer 57 1999 HOWARD R. BAER joined us in July 1999 as Chairman of the Board
of Directors. Mr. Baer was the founder of and has been Chairman
of the Board of the Company's wholly owned subsidiary,
Politics.com, Inc. a Nevada corporation ("Politics.com-Nevada"),
since its inception in March 1999. Mr. Baer is the founder of
and has served as President of Carriage House Capital, L.L.C., a
business and financial services firm which provides consulting
services to private and public entities, since 1988. Mr. Baer
is the father of Kevin C. Baer, one of our directors and
executive officers.
Burt Alimansky 56 1999 BURT ALIMANSKY joined us as a director in September 1999.
Since 1981, Mr. Alimansky has served as managing director of
Alimansky Capital Group Inc., a New York City-based private
financial advisory firm serving emerging-growth and
middle-market companies. Alimansky Capital Group, founded by
Mr. Alimansky in 1981, advises privately-held companies on
venture capital, private equity and debt financings for buyouts,
expansion, strategic buy-ins, restructurings, and growth. In
1984, Mr. Alimansky founded and became chairman of New York
Business Forums Inc., an entity which holds monthly programs
intended to stimulate interaction among private equity
investors, bankers, entrepreneurs, attorneys, accountants and
senior executives of major corporations. He has served as
director of several companies and investment firms and was a
member of the board of
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<PAGE>
directors of the Alumni Association of Harvard Business
School. Mr. Alimansky currently serves as a national board
member of the National Foundation for Teaching
Entrepreneurship and serves as chairman of the City of New
York's annual venture capital conference.
Kevin C. Baer 31 1999 KEVIN C. BAER joined us in July 1999 as Vice President,
Treasurer and Secretary and as a director. Mr. Baer has been
Vice President, Treasurer and Secretary and a director of
Politics.com-Nevada since its inception in March 1999. Mr. Baer
has been an Executive Vice President of Carriage House Capital,
L.L.C., a business and financial services firm which provides
consulting services to private and public entities, since
October 1992. Mr. Baer is the son of Howard R. Baer, our
Chairman and majority stockholder.
Brian Wadsworth 50 1999 BRIAN WADSWORTH, now a consultant for us, joined us in July 1999
as a director and has served as a director of
Politics.com-Nevada since March 1999. Mr. Wadsworth served as
our interim President from July 1999 to September 7, 1999 and
also served as interim President of Politics.com-Nevada from
March 1999 to September 7, 1999. Mr. Wadsworth previously
served as president of Noble Technologies, Inc., a provider of
business consulting services for technology companies from 1995
through February 1999. From 1993 through 1995, Mr. Wadsworth
served as the chief operating officer of Computer Concepts
Corp., a developer and marketer of computer software.
Mr. Wadsworth has over thirty years experience with technology
and technology businesses including service in general manager,
product management, and sales and marketing positions.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1999, the Board of Directors
met informally many times, but all actions were taken by unanimous written
consent.
COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1999, the Company did not
have any standing audit, nominating or compensation committees of the Board of
Directors, or committees performing similar functions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 27, 2000 certain information
with respect to beneficial ownership of the Company's Common Stock by: (i) each
person known by the Company to own
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beneficially more than 5% of the Company's Common Stock; (ii) each of the
Company's directors, (iii) each of the executive officers of the Company; and
(iv) all directors and executive officers as a group. This information is based
upon information received from or on behalf of the named individual. Unless
otherwise noted, each person identified possesses sole voting and investment
power over the shares listed.
<TABLE>
<CAPTION>
Amount and
Nature of
Name of Beneficial Percent of
Beneficial Owner Ownership Class
---------------- --------- -----
<S> <C> <C>
Howard R. Baer 5,250,000 56.8%
Kevin C. Baer 1,750,000 18.9%
Brian Wadsworth 330,000(1) 3.4%
Burt Alimansky 515,000(2) 5.4%
All executive officers and
directors as a group
(4 persons) 7,845,000 82.2%
Arlene West 515,000(3) 5.4%
</TABLE>
(1) Represents options to purchase 330,000 shares of our common stock that
are currently exercisable.
(2) Includes 215,000 shares held of record by Arlene West, Mr. Alimansky's
spouse, and options to purchase 300,000 shares of common stock that are
currently exercisable. Mr. Alimansky disclaims beneficial ownership of
such shares held by Ms. West.
(3) Includes options to purchase 300,000 shares of common stock that are
currently exercisable which are held by Burt Alimansky, Ms. West's
spouse. Ms. West disclaims beneficial ownership of all options held by
Mr. Alimansky.
CHANGES IN CONTROL OF THE COMPANY
On July 27, 1999, the Company acquired all of the issued and outstanding
capital stock of Politics.com--Nevada (the "Acquired Company"), from the
stockholders of such corporation, including Howard R. Baer, who was then the
controlling stockholder of the Acquired Company. As a result, the Acquired
Company became a wholly-owned subsidiary of the Company. In connection with
the acquisition of the Acquired Company, the Company issued an aggregate
7,000,000 shares of its Common Stock to the stockholders of the Acquired
Company.
In connection with the acquisition, the stockholders of the Acquired Company
surrendered 7,000,000 shares of common stock, being all the issued and
outstanding capital stock of the Acquired Company, of which 5,250,000 shares
were surrendered by Howard R. Baer, the former controlling stockholder of the
Acquired Company, who, in connection with the acquisition, acquired control
of the Company. The basis of the controlling stockholder's control of the
Company is the percentage of the issued and outstanding voting securities of
the Company beneficially owned by such person. Immediately following the
acquisition, the former stockholders of the Acquired Company beneficially
owned in the aggregate approximately 77% of the issued and outstanding voting
securities of the Company, including 5,250,000 shares owned beneficially by
Howard R. Baer (now the controlling stockholder of the Company), which
represented approximately 58% of the issued and outstanding voting securities
of the Company. Douglas Henderson and Edward F. Meyers were the former
controlling stockholders of the Company. Messrs. Henderson and Meyers
relinquished control of the Company in connection with the acquisition.
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid to Marc Jacobson, our former President and Chief Operating
Officer, and Brian Wadsworth, our interim
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<PAGE>
President from July 1999 to September 7, 1999, during fiscal 1999. No other
current executive officer received total compensation in excess of $100,000
during fiscal 1999.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
NAME AND FISCAL Securities
PRINCIPAL YEAR ANNUAL OTHER ANNUAL Underlying ALL OTHER
POSITION ENDED SALARY ($) BONUS ($) COMPENSATION Options (#) COMPENSATION
-------- ----- ---------- --------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Marc Jacobson (1), . . . 12/31/99 200,000 -- -- 840,000 --
President and Chief 12/31/98 -- -- -- -- --
Operating Officer 12/31/97 -- -- -- -- --
Brian Wadsworth (2), . . 12/31/99 126,000 -- -- 330,000 --
Former President 12/31/98 -- -- -- -- --
12/31/97 -- -- -- -- --
</TABLE>
- -------------------------
(1) Mr. Jacobson was appointed as our President and Chief Operations
Officer September 7, 1999 and was removed from office and resigned as a
director in March 2000. He received a salary of $16,667 per month.
Mr. Jacobson was eligible to receive a bonus in an amount up to 50% of
his annual salary. We had agreed to grant to Mr. Jacobson options to
purchase up to 840,000 shares of common stock at an exercise price of
$2.00 per share. The options were to become exercisable as follows:
315,000 were exercisable immediately and the remaining 525,000 options
were to become exercisable in six equal semi-annual installments
commencing on June 30, 2000 and on each December 31 and June 30
thereafter.
(2) Mr. Wadsworth served as our interim President from July 1999 until
September 7, 1999. He received a salary of $10,500 per month. He
currently serves as a consultant for us. He has also been granted
options to purchase up to 330,000 shares of common stock at an exercise
price of $3.00 per share. The options are immediately exercisable.
STOCK OPTION PLANS
The following table sets forth certain information with respect to
option grants made to the executive officers named above pursuant to the
Politics.com, Inc. 1999 Combination Stock Option Plan. This table identifies
those options grants that have been made (or agreed to) during 1999. No options
were granted prior to the current fiscal year.
5
<PAGE>
OPTIONS GRANTS DURING 1999
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION MARKET PRICE ON
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE GRANT DATE
---- ---------- ------------ -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Brian Wadsworth . 330,000 27.5% 3.00 7/27/2009 $6.00
Marc Jacobson . . . 840,000 70.0% 2.00 9/7/2009 $9.625
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ON REALIZED OPTIONS AT 12/31/99 12/31/99($)
NAME EXERCISE (#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
- ---- ------------ ------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Marc Jacobson, -- -- 315,000/525,000 $0/0
President and COO
Brian Wadsworth, -- -- 330,000/0 $0/0
President
</TABLE>
-----------
(1) The "value realized" reflects the appreciation on the date of exercise
(based on the excess of the fair market value of the shares on the date
of exercise over the exercise price). However, because the executive
officers may keep the shares they acquired upon the exercise of the
options (or sell them at a different price), these amounts do not
necessarily reflect cash realized upon the sale of those shares.
(2) Based on the excess of the last sale price of the Company's Common
Stock on April 25, 2000, as quoted on the National Association of
Securities Dealers' OTC Bulletin Board ($.94), over the option exercise
price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1999, the Company did not
have a compensation committee, and all deliberations concerning executive
officer compensation and all determinations with respect thereto were made by
the Company's Board of Directors, consisting of Howard R. Baer, Burt Alimansky,
Kevin C. Baer and Brian Wadsworth. Howard R. Baer and Kevin C. Baer are also
executive officers of the Company.
6
<PAGE>
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
For the fiscal year ended December 31, 1999, the compensation of the
Company's executive officers was determined by the Board of Directors.
The objective of the Board with respect to executive compensation is to
provide a level of total compensation that allows the Company to attract and
retain superior talent, to achieve its business objectives, and to align the
financial interests of the executive officers with the stockholders of the
Company. To that end, the Board has implemented and will continue to implement a
compensation strategy that includes a competitive salary and substantial
equity-based incentive compensation.
In its deliberations with respect to the compensation for the Company's
Chief Operating Officer and the other executives, the Board considers the past
performance of the officers, their level of responsibilities, overall
performance with the Company, and the Board's view of the level of compensation
necessary to attract and retain talented individuals. The Board assigns no
particular weight to any one factor, and views the deliberations as an exercise
of subjective judgment on the part of the Board.
The executive officers of the Company are eligible to receive options
under the Company's 1999 Combination Stock Option Plan. The purpose of this plan
is to provide equity-based incentive compensation based on the long-term
appreciation in value of the Company's Common Stock and to promote the interests
of the Company and its stockholders by encouraging greater management ownership
of the Company's Common Stock. Most of the options granted or to be granted
under this stock option plan vest over a period of several years, thereby
providing a long-term incentive and encouraging a long-term relationship between
the employees and the Company. For the fiscal year ended December 31, 1999,
options to purchase 1,170,000 shares were issued to executive officers of the
Company.
COMPENSATION OF MARC JACOBSON, FORMER PRESIDENT AND CHIEF OPERATING OFFICER
The Board of Directors established the compensation of Marc Jacobson,
former President and Chief Operating Officer of the Company, for the fiscal year
ended December 31, 1999, using the same criteria that were used to determine the
compensation of other executive officers, as described above.
The foregoing report has been approved by all members of the Board of
Directors.
BOARD OF DIRECTORS
Howard R. Baer
Burt Alimansky
Kevin C. Baer
Brian Wadsworth
7
<PAGE>
COMPARATIVE PERFORMANCE GRAPH
The following performance graph and table compare the cumulative total
return to shareholders of the Company's Common Stock with the cumulative total
return of the Nasdaq U.S. Stock Price Index ("Nasdaq U.S. Index") and a peer
group (the "Peer Group") consisting of companies in the Nasdaq Industry Group
whose primary business is computer programming, data processing and other
computer related services. It should be noted that the companies in the Peer
Group are not perfectly comparable to the Company. Certain of the companies may
be larger or smaller than the Company.
The graph and the table assume $100.000 was invested on August 3, 1999 in
each of the Company's Common Stock, the Nasdaq U.S. Index and the Peer Group.
The 1999 cumulative returns were as follows: Politics.com, Inc., $46.77, Nasdaq
U.S. Index, $121.57, and Peer Group, $145.78.
[GRAPHIC]
COMPARISON OF CUMULATIVE RETURNS(1)
INDEXED RETURNS
<TABLE>
<CAPTION>
BASE MONTHS ENDING
PERIOD
COMPANY NAME / INDEX 3AUG99 AUG99 SEP99 OCT99 NOV99 DEC99
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
POLITICS.COM INC 100 98.39 64.52 54.84 50.00 46.77
NASDAQ US INDEX 100 105.55 99.84 107.27 110.67 121.57
PEER GROUP 100 104.94 108.67 109.05 122.47 145.78
</TABLE>
-------------------
(1) As described above under the caption "Changes in Control of the Company",
in July, 1999, the Company acquired Politics.com-Nevada (the
"Acquisition"). Prior to the Acquisition, the Company had no assets or
operations and there was no public trading of the Company's Common Stock.
Consequently, quotations for the Company's Common Stock were not
available prior to the Acquisition. On August 3, 1999, subsequent to the
Acquisition, the Company's Common Stock began trading and quotations were
available on the National Association of Securities Dealers' OTC Bulletin
Board.
8
<PAGE>
CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
Reference is made to the disclosure contained in this Proxy Statement
under the caption "Changes in Control of the Company" in which the Company's
acquisition of Politics.com-Nevada is described.
On June 30, 1999, Howard R. Baer, Chairman of the Board, the majority
stockholder and a promoter of Politics.com, sold the domain names for
"elections.com," "gop.com" and "politics.com" to Politics.com-Nevada, in
exchange for an unsecured promissory note, payable on demand, in the principal
amount of $151,000 with an interest rate of 10% per annum. The principle
followed in determining the consideration to be paid to Mr. Baer for the domain
names was determined by our Board of Directors and was based upon the
approximate cost of the domain names to Mr. Baer. The Board of Directors
believes that the terms of this transaction were at least as favorable as those
that could have been negotiated with unaffiliated third parties.
From March 1999 through June 1999, Howard R. Baer provided
approximately $145,000 for the initial funding of Politics.com-Nevada. Howard R.
Baer subsequently assigned to Kevin C. Baer, Vice President and one of our
directors, his rights with respect to $36,000 of such initial funding. At the
time of formation of Politics.com-Nevada, Howard R. Baer and Politics.com-Nevada
determined that Mr. Baer would provide approximately $150,000 of initial funding
to Politics.com-Nevada and that the amount of such funding would be convertible
into 6,990,000 shares of common stock of Politics.com-Nevada, such that,
following the conversion, there would be 7,000,000 outstanding shares of common
stock of Politics.com-Nevada. On June 30, 1999, Politics.com-Nevada issued an
aggregate of 6,990,000 shares of common stock to Howard R. Baer and Kevin C.
Baer, upon conversion of the amount of such initial funding. Specifically,
5,242,500 shares were issued to Howard R. Baer upon conversion of $108,000 of
such funding and 1,747,500 shares were issued to Kevin C. Baer upon conversion
of $36,000 of such funding. The Board of Directors believes that the terms of
these transactions were at least as favorable as those that could have been
negotiated with unaffiliated third parties.
From July 1, 1999 to December 31, 1999, Howard R. Baer and Carriage
House Capital, L.L.C., an affiliate of his, have made unsecured advances
bearing interest at a rate of 6% per annum in the amount of approximately
$849,000 to Politics.com-Nevada. In addition, during the same period, Kevin
C. Baer and Northeast Investments (an affiliate of his) advanced an aggregate
of approximately $65,000 on the same terms. These advances were to fund our
current working capital needs. Approximately $292,000 of these advances are
evidenced by unsecured promissory notes and are payable on demand. From
January 1, 2000 to March 31, 2000, we borrowed, in the aggregate, an
additional amount equal to approximately $516,000 from Howard R. Baer,
Carriage House Capital, LLC and Kay Y. Park (Mr. Baer's spouse). These
borrowings are unsecured and bear interest at the rate of 6% per annum. The
Board of Directors believes that the terms of these transactions were at
least as favorable as those that could have been negotiated with unaffiliated
third parties.
On July 27, 1999, Politics.com acquired an aggregate of 7,000,000
shares of common stock of Politics.com-Nevada from Howard R. Baer and Kevin C.
Baer (representing all of the issued and outstanding shares of capital stock of
Politics.com-Nevada), and in consideration therefor, Politics.com issued an
aggregate of 7,000,000 shares as follows: 5,250,000 shares to Howard R. Baer and
1,750,000 shares to Kevin C. Baer. The number of shares issued to Howard R. Baer
and Kevin C. Baer was the result of arms length negotiations between the
stockholders of Politics.com-Nevada and the Board of Directors of Politics.com
and on the basis of the relative value of Politics.com and Politics.com-Nevada,
as perceived by the parties to the transaction. The Board of Directors believes
that the terms of this transaction are at least as favorable as those that could
have been negotiated with unaffiliated third parties.
9
<PAGE>
We have agreed to issue to Burt Alimansky, one of our directors,
options to purchase up to 300,000 shares of our common stock, at a per share
price of $3.00, in consideration of consulting services rendered and to be
rendered to us. The Board of Directors believes that the terms of this
transaction are at least as favorable as those that could have been negotiated
with unaffiliated third parties.
On December 2, 1999, Howard R. Baer agreed to guarantee up to $550,000 of
Politics.com's payment obligations to its Web site developer. The amount of
compensation (if any) to be provided to Mr. Baer for such guaranty has not yet
been determined by the Board of Directors.
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Wolinetz, Gottlieb & Lafazan, P.C.
as independent public accountants to examine the consolidated financial
statements of the Company and its subsidiaries for the fiscal year ended
December 31, 1999.
A representative of Wolinetz, Gottlieb & Lafazan, P.C. is expected to
be present at the meeting, will have the opportunity to respond to
appropriate questions and make a statement, if such person wishes to do so.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company's directors and executive officers and persons owning
more than 10% of the outstanding Common Stock, file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Executive officers, directors and beneficial owners of more than 10% of the
Company's Common Stock are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on copies of such forms furnished as provided above, or
written representations that no Forms 5 were required, the Company believes that
during the fiscal year ended December 31, 1999, all Section 16(a) filing
requirements applicable to its executive officers, directors and beneficial
owners of more than 10% of its Common Stock were complied with, except that
Howard R. Baer, Kevin C. Baer, Brian Wadsworth, Burt Alimansky and Marc Jacobson
each filed a late Form 3, Initial Statement of Beneficial Ownership of
Securities.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Under regulations adopted by the SEC, any proposal submitted for
inclusion in the Company's proxy materials relating to the Annual Meeting of
Stockholders to be held in 2001 must be received at the Company's principal
executive offices in Tempe, Arizona on or before January 15, 2001. Receipt by
the Company of any such proposal from a qualified stockholder in a timely manner
will not ensure its inclusion in the proxy material because there are other
requirements in the proxy rules for such inclusion.
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<PAGE>
OTHER MATTERS
Management knows of no matters which may properly be and are likely to
be brought before the meeting other than the matters discussed herein. However,
if any other matters properly come before the meeting, the persons named in the
enclosed proxy will vote in accordance with their best judgment.
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
section of the Proxy Statement entitled "Report of the Board of Directors on
Executive Compensation Committee" and "Comparative Performance Graph" shall not
be deemed to be so incorporated, unless specifically otherwise provided in any
such filing.
10-K REPORT
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A
COPY OF AN ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999, WITHOUT CHARGE, UPON
RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE SENT TO
KEVIN C. BAER, POLITICS.COM, INC., 2530 SOUTH RURAL ROAD, TEMPE, ARIZONA 85282.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.
By order of the Board of Directors
Kevin C. Baer, Secretary
Tempe, Arizona
May 15, 2000
11
<PAGE>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C> <C> <C> <C> <C>
WITHHOLD
AUTHORITY FOR ALL
FOR ALL FROM ALL EXCEPT
NOMINEES NOMINEES
- ------------------
POLITICS.COM, INC. 1. Election of / / / / / /
- ------------------ Directors:
NOMINEES:
Howard R. Baer
RECORD DATE SHARES: Burt Alimansky
Kevin C. Baer
Brian Wadsworth
</TABLE>
<TABLE>
<S> <C>
(Instructions: To withhold Authority to vote for any
individual, mark the "For All Except" box and write that
person's name in the space provided below.)
------------------------------------------------
2. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
meeting.
Mark box at right if you plan to attend the Meeting in person. / /
Mark box at right if an address change or comment has been
PLEASE BE SURE TO SIGN AND DATE THIS PROXY. DATE:________ noted on the reverse side of this card. / /
</TABLE>
- -----------------------------------------------------------
STOCKHOLDER SIGN HERE
- -----------------------------------------------------------
CO-OWNER SIGN HERE
- -----------------------------------------------------------
DETACH CARD DETACH CARD
POLITICS.COM, INC.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and
operation of your Company that require your immediate attention and
approval. These are discussed in detail in the enclosed proxy
materials.
Your vote counts, and you are strongly encouraged to exercise your
right to vote your shares.
Please mark the boxes on this proxy card to indicate how your shares
will be voted. Then sign the card, detach it and return your proxy vote
in the enclosed postage paid envelope.
Your vote must be received prior to the Special Meeting in Lieu of the
2000 Annual Meeting of Stockholders to be held on June 15, 2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Politics.com, Inc.
<PAGE>
POLITICS.COM, INC.
SPECIAL MEETING IN LIEU OF THE 2000 ANNUAL MEETING OF STOCKHOLDERS - JUNE 15,
2000
The undersigned hereby appoints Howard R. Baer and Kevin C. Baer, and each of
them acting singly, with full power of substitution, proxies to represent the
undersigned at the Special Meeting in Lieu of the 2000 Annual Meeting of
Stockholders of POLITICS.COM, INC. to be held June 15, 2000 at Embassy Suites
Hotel, Tempe, 4400 South Rural Road, Tempe, Arizona, and at any adjournment
or adjournments thereof, to vote in the name and place of the undersigned,
with all powers which the undersigned would possess if personally present,
all the shares of POLITICS.COM, INC. standing in the name of the undersigned
upon the matters set forth in the Notice of and Proxy Statement for the
Meeting in accordance with the instructions on the reverse side and upon such
other business as may properly come before the Meeting.
THE BOARD RECOMMENDS VOTING FOR ALL DIRECTORS SPECIFIED. SHARES WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE VOTED FOR
THE ELECTION OF DIRECTORS, ALL AS SET FORTH IN THE PROXY STATEMENT.
PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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