<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
May 18, 2000
EL SITIO, INC. (THE SITE, INC.)
- ------------------------------------------------------------------------------
(Translation of registrant's name into English)
Avenida Ingeniero Huergo 1167, C1107AOL, Buenos Aires, Argentina
- ------------------------------------------------------------------------------
(Address of principal executive office)
Indicate by check mark whether the registrant's files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g-3-2 (b):
82-______________________.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EL SITIO, INC.
-------------------------------------
(Registrant)
Date May 18, 2000
------------------------- By /s/ Horacio Milberg
--------------------------------------
Name: Horacio Milberg
Title: Chief Financial Officer and
Secretary
<PAGE> 2
EL SITIO, INC.
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On June 15, 2000
The 2000 Annual Meeting of Shareholders of El Sitio, Inc. will be held at
our corporate offices in Buenos Aires on Thursday, June 15, 2000 at 3:00 p.m.
(local time) for the following purposes:
1. To elect nine (9) directors to the Board of Directors of El Sitio,
Inc. for terms to expire at the 2001 Annual Meeting of Shareholders or
until their successors are duly elected;
2. To appoint Deloitte & Touche LLP as independent auditors for the
year ending December 31, 2000;
3. To ratify amendments to the 1999 Share Option Plan; and
4. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 15, 2000 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the Annual Meeting or any adjournment thereof.
Shareholders are invited to attend the Annual Meeting. Any shareholder
entitled to attend and vote at the Annual Meeting is entitled to appoint a proxy
to attend and vote instead of him or her. Whether or not you expect to attend,
WE URGE YOU TO VOTE, SIGN, DATE AND PROMPTLY RETURN the enclosed Proxy Card in
the envelope provided, which requires no postage if mailed in the United States.
A proxy may be revoked by a shareholder at any time before the effective
exercise thereof.
By order of the Board of Directors
/s/ HORACIO MILBERG
HORACIO MILBERG
Secretary
May 18, 2000
EL SITIO, INC.
Avenida Ingeniero Huergo 1167
C1107AOL, Buenos Aires
Argentina
Telephone: 5411-4339-3700
<PAGE> 3
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of El Sitio, Inc., (the "Company") of proxies to be used
at the 2000 Annual Meeting of Shareholders of the Company (the "Annual Meeting")
to be held on Thursday, June 15, 2000 at 3:00 p.m. (local time) at our corporate
offices in Buenos Aires, and at any adjournment or postponement thereof.
The expected date of the first mailing of this Proxy Statement and the
accompanying Proxy Card to the Company's shareholders is May 18, 2000.
PROXY SOLICITATION
A Proxy Card is enclosed for use at the Annual Meeting. Proxies that are
properly completed, signed and received at least 48 hours prior to the Annual
Meeting will be voted in accordance with the instructions of the persons
executing the same. Unless instructed to the contrary, the proxies will be voted
for Proposals 1, 2 and 3 set forth in the Notice of the Annual Meeting. If any
other matters are properly presented to the Annual Meeting for action, it is
intended that the persons named in the enclosed Proxy Card and acting thereunder
will vote in accordance with their best judgment on such matters. A proxy may be
revoked by a shareholder at any time before the effective exercise thereof.
The expense of preparing, printing and mailing this Proxy Statement and the
proxies solicited hereby will be borne by the Company. Additional solicitation
may be made by telephone, facsimile or other contact by certain directors,
officers, employees or agents of the Company, none of whom will receive
additional compensation therefor. The Company will reimburse brokerage houses
and other custodians, nominees and fiduciaries for their reasonable expenses for
forwarding material to the beneficial owners of shares held of record by others.
A copy of the Annual Report to Shareholders containing the Company's Annual
Report on Form 20-F for the year ended December 31, 1999 (the "1999 Annual
Report on Form 20-F") is enclosed herewith or has previously been sent to you.
The 1999 Annual Report on Form 20-F includes the Company's audited consolidated
financial statements as of and for the year ended December 31, 1999. The 1999
Annual Report on Form 20-F is not a part of this Proxy Statement.
At the Annual Meeting, the holders of the Company's Common Shares, par
value U.S. $0.01 per share (the "Common Shares") and the holders of its Class B
Convertible Preferred Shares, par value U.S. $0.01 per share (the "Class B
Convertible Preferred Shares" and, together with the Common Shares, the
"Shares") will vote together as a single class on Proposals 1, 2 and 3. In
addition, these shareholders will vote together as a single class on any other
matters which may properly come before the Annual Meeting, except where a
separate class vote is required in certain limited circumstances under by
British Virgin Islands law or the Company's Memorandum and Articles of
Association.
On May 15, 2000, the record date for the determination of shareholders
entitled to vote at the Annual Meeting, 41,330,689 Shares (consisting of
40,219,578 Common Shares and 1,111,111 Class B Convertible Preferred Shares)
were outstanding and carry the right to one vote for each such Share with
respect to each matter to be voted on at the Annual Meeting.
For information concerning the share ownership of our directors and
executive officers and 5% beneficial owners, see Item 7. "Major Shareholders and
Related Party Transactions" in the 1999 Annual Report on Form 20-F.
1
<PAGE> 4
Shares represented by proxies that withhold authority to vote for a nominee
for director or indicate an abstention or broker non-vote will be treated as
Shares present and entitled to vote for purposes of determining the presence of
a quorum. However, such Shares will not be treated as votes cast at the Annual
Meeting and thus will have no effect on the outcome. The presence, in person or
by proxy, of holders of at least 50% of the Shares entitled to vote on proposals
at the Annual Meeting will constitute a quorum.
PROPOSAL ONE: ELECTION OF DIRECTORS
The Company's Articles of Association provide for a minimum of nine
directors. At each Annual Meeting of Shareholders, directors are elected for a
one-year term.
NOMINEES FOR DIRECTOR
The Company's Board of Directors has nominated the following nine directors
to be elected to the Board of Directors at the Annual Meeting for a one-year
term, each of whom (other than Eric C. Neuman) is currently a director of the
Company:
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Roberto Vivo-Chaneton.................................... Chairman of the Board
Roberto Cibrian-Campoy................................... Director
Carlos Cisneros.......................................... Director
Michael Greeley.......................................... Director
Guillermo Liberman....................................... Director
Horacio Milberg.......................................... Director
Eric C. Neuman........................................... Director (nominee)
Sofia Pescarmona......................................... Director
Ricardo Verdaguer........................................ Director
</TABLE>
Mr. Neuman, who is a Principal with Hicks, Muse, Tate & Furst Incorporated,
has been nominated to replace Michael Levitt, a Managing Director of the same
firm, as a director.
For biographical information about the directors and executive officers of
the Company, as well as Mr. Neuman, and information concerning the Audit and
Compensation Committees of the Board of Directors, compensation of directors and
executive officers and related party transactions, see Item 6. "Directors,
Senior Management and Employees" and Item 7. "Major Shareholders and Related
Party Transactions" in the 1999 Annual Report on Form 20-F.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL ONE.
PROPOSAL TWO: APPOINTMENT OF AUDITORS
The Company's Articles of Association provide that the Company's auditors
shall be appointed by a resolution of shareholders. The Board of Directors
recommends the firm of Deloitte & Touche LLP to serve as independent auditors to
audit the Company's consolidated financial statements for the fiscal year ending
December 31, 2000.
Deloitte & Touche LLP has served as independent auditors for the Company
since the Company's incorporation in 1997. The affirmative vote of a majority of
the Shares voting, in person or by proxy, on the proposal at the Annual Meeting
is required to appoint such auditors.
2
<PAGE> 5
A representative of Deloitte & Touche LLP will attend the Annual Meeting
and will have the opportunity to make a statement and respond to appropriate
questions from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL TWO.
PROPOSAL THREE: AMENDMENTS TO 1999 SHARE OPTION PLAN
In December 1999, the Compensation Committee of the Company's Board of
Directors approved an increase by 1,572,700 Common Shares in the number of
Common Shares reserved for issuance upon the exercise of options under the
Company's 1999 Share Option Plan (the "Plan"), subject to ratification of such
approval by the shareholders at the Annual Meeting. The total number of reserved
Common Shares under the Plan had been 3,240,000 Common Shares, so that the total
number of reserved Common Shares is to be increased to 4,812,700 (which is equal
to approximately 10% of the Company's Common Shares on a fully diluted basis).
The Compensation Committee believes that the increase in the total number of
reserved Common Shares will provide flexibility to provide appropriate
incentives for officers and employees of the Company, to reward officers and
employees of the Company for outstanding performance and to enable the Company
to attract and retain talented and experienced managers, including officers and
employees of any acquisition candidates.
Of the 4,812,700 reserved Common Shares under the Plan, 1,050,930 Common
Shares remain available for further grant under the Plan. The Company granted
options in respect of 1,541,670 Common Shares in December 1999 at an exercise
price of $16.00 per share (equal to the public offering price in the Company's
initial public offering in mid-December 1999). Of these options granted in
December 1999, options were granted in respect of 521,770 Common Shares
previously reserved under the Plan, and the remaining options were granted in
respect of 1,050,930 Common Shares comprising a portion of the 1,572,700 Common
Shares increase in reserved Common Shares approved by the Compensation
Committee, subject to ratification by the Company's shareholders at the Annual
Meeting.
In December 1999, the Compensation Committee of the Board of Directors also
approved an increase in the maximum number of options that may be granted to any
one individual under the Plan from 15% to 25% of the total options issuable
under the Plan, subject to ratification of such approval by the shareholders at
the Annual Meeting. As of the date hereof, Roberto Cibrian-Campoy has been
granted 14.54% of the total options issuable under the Plan, and no other
individual has been granted more than 8.31% of the total options issuable under
the Plan. The Compensation Committee believes that, while it has no current plan
to award options in excess of the existing 15% level, the higher 25% will give
it flexibility to provide appropriate incentives for officers and employees of
the Company, to reward officers and employees of the Company for outstanding
performance and to enable the Company to attract and retain talented and
experienced managers.
The Compensation Committee of the Board of Directors consists of Messrs.
Vivo-Chaneton, Cisneros and Greeley.
The Company's shareholders are now being requested to ratify the increase
by 1,572,700 Common Shares in the number of reserved Common Shares under the
Plan and the increase in the maximum number of options that may be granted to
any one individual under the Plan to 25% of total options issuable under the
Plan.
For further information concerning the Plan, see Item 6. "Directors, Senior
Management and Employees", Item 7. "Major Shareholders and Related Party
Transactions" and Item 18. "Financial Statements" of the 1999 Annual Report on
Form 20-F.
3
<PAGE> 6
The affirmative vote of a majority of the Shares voting, in person or by
proxy, on the proposal at the Annual Meeting is required for ratification of the
above-described amendments to the 1999 Share Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL THREE.
OTHER MATTERS
The Board does not know of any other business that may be presented for
consideration at the Annual Meeting. If any business not described herein should
come before the Annual Meeting, the persons named in the enclosed Proxy Card
will vote on those matters in accordance with their best judgment.
The Annual Report to Shareholders will be mailed without charge to any
shareholder entitled to vote at the Annual Meeting, upon written request to El
Sitio, Inc., Attention: Investor Relations, at the address set forth on the
cover page hereof.
By order of the Board of Directors
/s/ HORACIO MILBERG
HORACIO MILBERG
Secretary
May 18, 2000
Buenos Aires
4
