SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A)
of the Securities Exchange Commission Act of 1934
Filed by the Registrant [X] Filed by Party other than the Registrant [_]
[_] 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
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FIRST ECOM.COM, INC.
(Exact name of Registrant as specified in its charter.)
Commission File number 000-27753
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and O-11.
1. Title of each class of securities to which transaction applies:
______________________________________________
2. Aggregate number of securities to which transaction applies:
_______________________________________________
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-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
O-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: ___________________________________________
<PAGE>
FIRST ECOM.COM, INC.
8th Floor Henley Building, 5 Queen's Road
Central, Hong Kong, SAR
(852) 2289-9581
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of First Ecom.com, Inc. to be held on Thursday, January 19, 2001 at Pacific
Place Conference Centre, Annapurna Room, 88 Queensway, Hong Kong, SAR at 10:00
A.M. At the Annual Meeting, the Stockholders will be asked:
1. to elect seven directors to serve until the next annual meeting of the
Company's stockholders and until their successors have been elected
and qualify;
2. to ratify the appointment of Deloitte Touche Tohmatsu to serve as
independent public accountants for the Company's current fiscal year;
and
3. to approve such other matters as may properly come before the Annual
Meeting or any adjournment thereof.
The accompanying Notice of 2000 Annual Meeting of Stockholders and Proxy
Statement describe more fully the matters to be presented at the Annual Meeting.
The Board of Directors recommends that you vote in favor of the specific
proposals set forth above.
Whether or not you expect to be present at the meeting, it is important
that you complete, sign and date the enclosed proxy card as promptly as possible
and return it in the enclosed envelope. This will ensure a quorum at the Meeting
and avoid additional expense to the Company for further solicitation. In the
event you are able to attend the meeting, you may revoke your proxy and vote
your shares in person.
"Ermanno Pascutto"
Ermanno Pascutto
Chairman of the Board of Directors
December 8, 2000
Hong Kong, SAR
<PAGE>
FIRST ECOM.COM, INC.
8th Floor Henley Building, 5 Queen's Road
Central, Hong Kong, SAR
(852) 2289-9581
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON January 19, 2001
To the Stockholders of First Ecom.Com, Inc.:
Notice is hereby given that the 2000 Annual Meeting of Stockholders of
First Ecom.com, Inc. (the "Company") will be held on Thursday, January 19, 2001
at Pacific Place Conference Centre, Annapurna Room, 88 Queensway, Hong Kong, SAR
at 10:00 A.M. to consider and act upon the following matters, all as more fully
described in the accompanying Proxy Statement which is incorporated herein by
this reference:
1. the election of seven directors to serve until the next annual meeting
of the Company's stockholders and until their successors have been
elected and qualify;
2. a proposal to ratify the appointment of Deloitte Touche Tohmatsu to
serve as independent public accountants for the Company's current
fiscal year; and
3. 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 December 8, 2000
as the record date for the determination of stockholders entitled to notice of,
and to vote at the Annual Meeting and at any adjournments thereof. All
stockholders are cordially invited to attend the Annual Meeting, but only
stockholders of record are entitled to notice of and to vote at the Annual
Meeting. A list of such stockholders will be available for inspection at the
Company's principal executive office during ordinary business hours for a
ten-day period prior to the Annual Meeting.
Whether or not you expect to be present at the meeting, it is important
that you complete, sign and date the enclosed proxy card and return it in the
enclosed envelope as promptly as possible. This will ensure a quorum at the
Meeting and avoid additional
<PAGE>
expense to the Company for further solicitation. In the event you are able to
attend the meeting, you may revoke your proxy and vote your shares in person
should you wish to do so.
BY ORDER OF THE BOARD OF DIRECTORS
"Kenneth G.C. Telford"
Kenneth G.C. Telford
Secretary
December 8, 2000
Hong Kong, SAR
<PAGE>
FIRST ECOM.COM, INC.
8th Floor Henley Building, 5 Queen's Road
Central, Hong Kong, SAR
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PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
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Approximate date proxy material first sent
to stockholders:
December 19, 2000
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Ecom.com, Inc. (the "Board"), a
Nevada Corporation (the "Company"), for use at the 2000 Annual Meeting of
Stockholders of the Company to be held on January 19, 2001 at 10:00 a.m. at
Pacific Place Conference Centre, Annapurna Room, 88 Queensway, Hong Kong, SAR
and at any and all adjournments thereof (the "Meeting"), for the purposes stated
in the Notice of Annual Meeting of Stockholders preceding this Proxy Statement.
Solicitation And Revocation Of Proxies
A form of proxy is being furnished herewith by the Company to each
stockholder of record on December 8, 2000 (the "Record Date"), and in each case,
is solicited on behalf of the Board of Directors of the Company for use at the
Meeting. The entire cost of soliciting these proxies will be borne by the
Company. The Company may pay persons holding shares in their names or the names
of their nominees for the benefit of others, such as brokerage firms, banks,
depositaries, and other fiduciaries, for reasonable costs incurred in forwarding
soliciting materials to their principals. Members of the management of the
Company may also solicit some stockholders in person, or by mail, telephone,
telegraph or facsimile, following solicitation by this Proxy Statement, but will
not be separately compensated for such solicitation services.
Proxies duly executed and returned by stockholders and received by the
Company before the Meeting, unless a contrary choice is specified in the proxy,
will be voted: (i) "FOR" the election of all seven nominee-directors specified
herein (ii) "FOR" the ratification and appointment of Deloitte Touche Tohmatsu.,
independent public accountants, as the auditors of the Company for the fiscal
year ending December 31, 2000 and (iii) at the discretion of the proxy holders,
on any matter that may come before the meeting or any adjournment thereof.
<PAGE>
Where a specification is indicated in the proxy, the shares represented by
the proxy will be voted and cast in accordance with the specification made. As
to other matters, if any, to be voted upon, the persons designated as proxies
will take such actions as they, in their discretion, may deem advisable.
Shares represented by proxies that reflect abstentions or "broker
non-votes" (i.e., shares held by a broker or nominee which are represented at
the meeting, but with respect to which such broker or nominee is not empowered
to vote on a particular proposal) will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum. Broker
non-votes, however, will not be eligible to vote on the proposals described
herein, and neither they nor abstentions will be counted as votes for or against
a proposal. The persons named as proxies were selected by the Board of Directors
of the Company and each of them is a Director of the Company. Stockholders who
execute proxies for the Meeting may revoke their proxies at any time prior to
their exercise by delivering written notice of revocation to the Company, by
delivering a duly executed proxy bearing a later date, or by attending the
meeting and voting in person.
Quorum And Voting
At the close of business on the Record Date, there were 19,210,037 shares
of $.0001 par value common stock (the "Common Stock") of the Company outstanding
and entitled to vote at the Meeting.
The presence, in person or by proxy, of the holders of one-third of the
outstanding Common Stock is necessary to constitute a quorum at the Meeting and
to permit action to be taken by the stockholders at such Meeting. In considering
matters which may properly come before the Meeting, each holder of Common Stock
is entitled to one vote, in person or by proxy, for each share held in his or
her name on the Record Date.
For a nominee to be elected a Director, a majority of the shares of Common
Stock present in person or represented by proxy and entitled to vote must be
voted in favor of his election. Abstentions or broker non-votes will have no
effect on the outcome of the election of Directors because the Common Stock to
which the broker non-votes apply is not considered eligible to vote, and the
election is decided by a plurality.
To ratify the appointment of Deloitte Touche Tohmatsu or vote on such other
business as may properly come before the Annual Meeting, a majority of the
shares of Common Stock present in person or represented by proxy and entitled to
vote must be voted in favor of each proposal. Broker non-votes will have no
effect on the outcome of the votes on these proposals because the Common Stock
to which they apply is not considered eligible to vote, but an abstention will
have the same effect as a vote against the proposals.
<PAGE>
Security Ownership Of Certain Beneficial Owners And Management
The following table and notes set forth as of the Record Date, the number
of shares of the Company's Common Stock beneficially owned by (i) each person
who served as the Company's Chief Executive Officer during the 1999 fiscal year,
(ii) the highest compensated executive officers who were serving as executive
officers at the end of the 1999 fiscal year whose individual total cash
compensation for the 1999 fiscal year exceeded $100,000 (the "Named Executive
Officers"), (iii) each director and nominee for director of the Company, (iv)
all executive officers and directors of the Company as a group and (v) each
person or group of persons known by the Company to beneficially own more than
five percent (5%) of the outstanding Common Stock. All information is taken from
or based upon information provided by such persons to the Company or available
through public filings by the beneficial owner.
<PAGE>
Name and Address Amount and Nature Percentage of Class
of Beneficial Owner(1) Of Beneficial Ownership(2) Beneficially Owned
---------------------- -------------------------- -------------------
Bank of Bermuda 2,000,000 10.4%
6 Front St.
Hamilton, Bermuda
Gregory Pek(3) 1,700,000 8.8%
Ravi Daswani(3) 1,707,461 8.9%
Power Broadcasting Inc. 1,333,333 6.8%
c/o Power Corporation of Canada
751 Victoria Square
Montreal, Quebec, Canada(4)
Douglas Moore(5) 266,667 1.4%
Ian Robinson -- *
Ermanno Pascutto(3) 400,000 2.0%
5300 Commerce Court
West, 199 Bay St., Toronto,
Ontario, Canada
James Pratt 20,000 *
Unit 3, 41 Bent St.,
Neutral Bay, NSW 2089
Australia
Eric Pinkney -- *
1283 Crossfield Bend
Mississauga, Ontario
Canada
Directors as a Group 4,027,461 20.8%
(7 Persons)(6)
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* Less than one percent.
(1) Unless otherwise indicated, address of record is 8th Floor Henley Building,
5 Queen's Road, Central, Hong Kong.
(2) Beneficial ownership is determined in accordance with the rules of the
Commission, and generally includes voting power and/or investment power
with respect to securities. Shares of Common Stock subject to options
exercisable within 60 days are deemed outstanding for computing the
percentage of beneficial ownership for each person but are not deemed
outstanding for computing the percentage of any other person. Except as
indicated by footnote, the Company understands that the persons named in
the table above have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
(3) Includes options to purchase 50,000 shares of common stock.
(4) Includes warrants to purchase 333,333 shares of common stock
(5) Includes warrants to purchase 66,667 shares of common stock
(6) Includes options to purchase 150,000 shares of common stock.
<PAGE>
ELECTION OF DIRECTORS
The Company's directors are to be elected at each annual meeting of
stockholders. The seven nominees for election as directors at this Meeting are
set forth below. All are recommended by the Board of Directors of the Company,
and each is currently a director of the Company:
Gregory Pek
Ravi Daswani
Ermanno Pascutto
Douglas Moore
Ian Robinson
James Pratt
Eric Pinkney
In the event that any of the nominees for director should become unable to
serve if elected, it is intended that shares represented by proxies which are
executed and returned will be voted for such substitute nominee(s) as may be
recommended by the Company's existing Board of Directors.
The seven nominee-directors receiving a plurality of votes cast at the
Meeting will be elected as the Company's directors to serve until the next
annual meeting of stockholders and until their successors are elected and
qualify.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
EACH NOMINEE FOR THE BOARD OF DIRECTORS.
Directors And Executive Officers
The following table sets forth certain information concerning the Directors
and Executive Officers of the Company:
Nominee Principal Occupation Age
------- -------------------- ---
Gregory Pek Director, President and Co-Chief Executive 45
Officer of the Company
Ravi Daswani Director, Executive Vice President, Co-Chief 33
Executive Officer and Chief Operating Officer of
the Company
Kenneth G.C. Telford Chief Financial Officer and Secretary of the 51
Company
Ermanno Pascutto Chairman of the Board of Directors of the 47
Company and Senior Legal Advisor to Stikeman
Elliott, Toronto, Canada and Hong Kong
<PAGE>
Douglas Moore Director of the Company and Chief Executive 42
Officer of Henderson Cyber Limited (listed on
the Growth Enterprise Market of the Stock
Exchange of Hong Kong)
Ian Robinson Vice-Chairman of the Board of Directors and 61
independent management consultant
James Pratt Director of the Company and Managing Director of 51
Asia Wireless (a division of Telstra Corporation)
Eric Pinkney Director of the Company, CEO and Director of 38
Thornecliff Ventures Limited, a Canadian public
company, and President of Ballistic Ventures
Inc., a US public company
Mr. Gregory Pek, 45, was a co-founder of the Company and has served on the
Company's Board of Directors since March 1999. He was appointed Chairman of the
Board in June 2000, relinquishing the role of CEO and President, which he had
held since March 1999. He resumed the position of President and co-CEO in
October 2000 and resigned as Chairman in November 2000. From March 1994 to
February 1999, Mr. Pek was an Executive Director of David Resources Company
Limited and Kong Tai International Holdings Company Limited, and from 1998 to
February 1999 he was a director of Singapore Hong Kong Properties Investment
Limited. Prior to taking residence in Hong Kong, Mr. Pek was a director and
officer of a number of public companies in Canada. Mr. Pek has broad business
experience in manufacturing, marketing, finance, regulatory issues (in the
United States, Canada, and Hong Kong), and acquisitions.
Mr. Ravi Daswani, 33, was a co-founder of the Company and has served as the
Chief Operating Officer and member of the Board of Directors since March 1999.
From December 1997 to February 1999, Mr. Daswani was the Managing Director of
Asia Internet Limited, a Hong Kong ISP and one of the reputable system
integration companies in Hong Kong. During his tenure with Asia Internet, Mr.
Daswani helped establish Sing Web Pte. Ltd., a Singapore based IPP. For more
than three years before December 1997, he was the managing director of a
wholesale and retail apparel business.
<PAGE>
He has established international operations trading in dry goods, consumer
electronics, apparel, and Internet services in Africa, Latin America, and Asia.
Mr. Ken Telford, 51, was hired as the Company's Chief Financial Officer and
Secretary in June 2000. Mr. Telford is both a Chartered Accountant (Canada) and
Certified Public Accountant (USA). Mr. Telford has been a partner in Sadovnick
Telford + Skov, Chartered Accountants in Canada and Telford Sadovnick, PLLC,
Certified Public Accountants in the United States since 1994. Mr. Telford was
previously also an audit partner in the international accounting firm Touche
Ross & Co. (now Deloitte & Touche LLP) as well as Chief Operating Officer and
Chief Financial Officer of an automotive rental company. Mr. Telford has advised
numerous companies, operating in both North America and Asia Pacific, on a broad
range of financial and business matters including the financial management
requirements of U.S. publicly listed companies.
Mr. Ermanno Pascutto, 47, has been a member of the Board of Directors since
March 1999 and was appointed Chairman of the Board on November 29, 2000. Mr.
Pascutto has for more than five years engaged in the practice of law and has
extensive experience in securities regulation and corporate governance. He is a
former Deputy Chairman and Executive Director of the Hong Kong Securities and
Futures Commission and Executive Director and Chief Operating Officer of the
Ontario Securities Commission, the leading securities agency in Canada. Mr.
Pascutto was also Director of Market Policy with the Toronto Stock Exchange. He
currently practices law in the Toronto and Hong Kong offices of Stikeman
Elliott, a major Canadian law firm.
Mr. Doug Moore, 42, has been a member of the Board of Directors since
October 1999. Mr. Moore is the Chief Executive Officer of Henderson Cyber
Limited, the high technology subsidiary of the Henderson Group, which comprises
Henderson Land Development Company Limited and its subsidiaries. Mr. Moore is
also the Head of Strategic Planning of Henderson Land. Mr. Moore is also a
non-executive director of Yetimo.com, a B2B portal joint venture of Li & Fung
and Lion Natham. From 1994 until earlier this year Mr. Moore was the Head of the
Hong Kong Market of Credit Suisse and a Director of Credit Suisse Investment
Advisory (Hong Kong) Limited. Prior to 1994 Mr. Moore practiced international
and Canadian taxation law with the Hong Kong and Toronto offices of McMillan,
Binch, a major Canadian law firm.
Mr. Ian Robinson, 61, has served on the Company's Board of Directors since
February 2000 and was appointed Vice-Chairman of the Board on November 29, 2000.
Mr. Robinson has 44 years experience as a professional accountant and was a
Senior Partner with Ernst and Young, one of the largest international accounting
firms. He has been based in Hong Kong with Ernst and Young since 1980, servicing
the Asian region, and has had experience in major countries around the world.
Mr. Robinson has specialized in corporate rescue, restructuring, insolvency,
investigation, business valuation and trouble shooting generally. He also holds
a number of directorships including acting as Chairman of the Audit Committee of
Hong Kong Housing Society.
Mr. James Pratt, 51, was appointed to the Company's Board of Directors in
June 2000. Mr. Pratt has been the Managing Director of Asia Wireless, a Division
of Telstra
<PAGE>
On Air, Telstra Corporation of Australia. He oversees all of Telstra Group's
wireless operations and is responsible for their various investments throughout
the Asia Pacific Region. Mr. Pratt was formerly Chief Executive Officer of
Peoples Phone in Hong Kong since 1996. Prior to this he was general manager of
the telecommunications division of Mitsubishi Electric Australia. Mr. Pratt has
more than thirty years international management experience in the Asia Pacific
telecommunications industry.
Mr. Eric Pinkney, 38, was appointed to the Company's Board of Directors on
November 29, 2000. Mr. Pinkney has a background in finance in the technology
sector and works as an independent consultant to companies in North America.
Apart from sitting on the board of First Ecom, Mr. Pinkney serves as President
and Secretary of Ballistic Ventures Inc. since May 2000 and as President and
Director of Thornecliff Ventures Limited, a Canadian listed company, since 1997.
In addition, from 1994 through July 2000 he was the Chief Financial Officer of
FMC Software Consulting Inc.
Committees Of The Board Of Directors
The Audit Committee
The Board established an Audit Committee in February 2000. The Audit
Committee is responsible for (i) reviewing the scope of and the fees for the
annual audit, (ii) reviewing with the independent auditors the corporate
accounting practices and policies, (iii) reviewing with the independent auditors
their final report, and (iv) being available to the independent auditors during
the year for consultation purposes. The Audit Committee consists of Douglas
Moore, Eric Pinkney and Ian Robinson.
The Audit Committee reviewed and discussed the Company's audited financial
statements as of and for the year ended December 31, 1999 with management, and
discussed with the Company's independent auditors at that time the matters
required to be discussed by SAS 61. The Audit Committee also received the
written disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 and discussed with them their
independence. Based upon the foregoing, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in the
Company's 1999 Annual Report on Form 10-K.
The Compensation Committee
The Company established a Compensation Committee in February 2000. The
Compensation Committee is responsible for (i) approving compensation of the
Chief Executive Officer and (ii) granting Stock Options to Employees. The
Compensation Committee consists of Douglas Moore, Ermanno Pascutto and Ian
Robinson.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company offers compensation packages designed to attract and retain
outstanding employees and to encourage and reward the achievement of corporate
goals. Through broad-based employee ownership of the Company's common stock, the
Company seeks to align employee financial interests with long-term stockholder
value.
<PAGE>
Executive officers receive total compensation packages in line with their
responsibilities and expertise. The Company believes that the majority of an
executive's compensation should be closely tied to overall Company performance.
Accordingly, base salaries for executive officers in most cases are relatively
competitive, but are accompanied by significant stock option grants.
Base Salaries.
Salaries for the Company's executive officers are based on the executive's
contribution to Company performance, level of responsibility, experience and
breadth of knowledge. Base salaries for executive officers generally are
designed to be competitive with those paid by competitors in the electronic
commerce and Internet industries. These base salaries are combined with stock
option grants, so that a good portion of the executive's pay is tied to Company
performance. The Company did not utilize salary surveys for executive officers
in 1999.
Stock-Based Compensation.
The Company seeks to align the long-term interests of its executive
officers with those of its stockholders. As a result, each executive officer
receives a significant stock option grant when he or she joins the Company or is
promoted to executive officer. Grant sizes are determined based on various
subjective factors, primarily related to the individual's anticipated
contributions to the Company's success. The Company intends to grant additional
stock options to executive officers from time-to-time based on performance and
potential.
Chief Executive Officer Compensation.
Mr. Pek received $167,742 in cash compensation from the Company during
1999. Mr. Pek's compensation was competitive with what may have been paid to an
individual with similar responsibilities in a similar industry
Ongoing Review.
The Compensation Committee will evaluate the Company's compensation
policies on an ongoing basis to determine whether they enable the Company to
attract, retain and motivate key personnel. To meet these objectives, the
Company may from time to time increase salaries, award additional stock options
or provide other short- and long-term incentive compensation to executive
officers.
Section 162(m). Compensation payments in excess of $1 million to the Chief
Executive Officer or the other four most highly compensated executive officers
are subject to a limitation on deductibility for the Company under Section
162(m) of the Internal Revenue Code of 1986, as amended. Certain
performance-based compensation is not subject to the limitation on
deductibility. The Compensation Committee does not
<PAGE>
expect cash compensation in 2000 to its Chief Executive Officer or any other
executive officer to be in excess of $1 million. The Company intends to maintain
qualification of its 1999 Stock Option Plan for the performance-based exception
to the $1 million limitation on deductibility of compensation payments
The Compensation Committee
Ian Robinson
Douglas Moore
Ermanno Pascutto
The Nominating Committee
The Company does not have a nominating committee of the Board of Directors.
The nominees for election as directors at the Meeting were selected by the Board
of Directors of the Company.
Director Compensation
Directors who are employees of the Company receive no additional
compensation for service on the Board of Directors. Directors who are not full
time employees during the 1999 fiscal year each received 100,000 stock options.
On June 22,1999, each of Mr. Cody Cain (who was then a director but who
resigned from that position on February 24, 2000 upon becoming employed full
time by the Company) and Mr. Pascutto were granted an option to acquire 100,000
shares of the Company's Common Shares exercisable at $7.65 per share. Mr. Moore
was granted an option to acquire 100,000 shares of the Company's Common Shares
on November 4, 1999 exercisable at $7.65. These options were granted in part as
compensation for acting as Directors in 1999. Half of the options will vest
twelve months after the grant date and the remaining half will vest twenty-four
months after the grant date.
Meetings Of The Board And Committees
During the fiscal year ended December 31, 1999, all Board action was taken
by unanimous consent of the Directors. The Audit Committee and Compensation
Committee were formed after the company became registered on January 6, 2000.
Summary Compensation Table
The following summary compensation table sets forth the cash compensation
earned for 1999, by each person who served as the Company's Chief Executive
Officer during that year and by each of the executive officers who were serving
as executive officers at the end of that year whose individual total cash
compensation for that year exceeded $100,000 (the "Named Executive Officers").
The Company paid no compensation to any employee in 1997 or 1998.
<PAGE>
Long Term
Compensation--
Common stock
Named and Principal Position Year Salary Underlying Options
---------------------------- ---- ------ ------------------
Gregory Pek 1999 $167,742 100,000
President &
co-Chief Executive Officer
Ravi Daswani 1999 $167,742 100,000
Executive Vice President, co-
Chief Executive Officer and
Chief Operating Officer
Option Grants In Last Fiscal Year
The following table presents information concerning individual grants of
options to purchase Common Stock made during the fiscal year ended December 31,
1999, to each of the Named Executive Officers.
<TABLE>
<CAPTION>
Percentage of
Total Options Potential Realizable Value
Granted to Exercise At Assumed Annual Rate of
Options Employees in of Base Expiration Stock Price Appreciation For
Name Granted(1,2) Fiscal Year Price Date Option Term
---- ------------ ------------- -------- ---------- ----------------------------
5% 10%
-------- --------
<S> <C> <C> <C> <C> <C> <C>
Gregory Pek 100,000 6.6% $7.65 June 22, 2004 $391,311 $694,122
Ravi Daswani 100,000 6.6% $7.65 June 22, 2004 $391,311 $694,122
</TABLE>
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(1) All the options granted are subject to the following vesting schedule: 50%
at 12 months from grant; 50% at 24 months from grant.
(2) 50,000 of these grants were rescinded on August 29, 2000 and 50,000 new
grants with an exercise price of $5.05 issued subject to the following
vesting schedule: 50% at 12 months from grant; 50% at 24 months from grant.
<PAGE>
Aggregate Option Exercises In Last Fiscal Year Fiscal Year End Option Values
The following table sets forth the value of unexercised options to purchase
common stock for each Named Executive Officer on December 31, 1999. No options
were exercised by the Named Executive Officers during 1999.
Number of Securities Value of Unexercised
Name Underlying Unexercised Options In-the-Money Options(1)
------------------------------ -----------------------
Exercisable Unexercisable Exercisable Unexercisable
Gregory Pek 0 100,000 0 $35,000
Ravi Daswani 0 100,000 0 $35,000
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(1) Based on a December 31, 1999 closing price of $8.00 share.
Stock Performance Graph
The following graph provides a comparison of the performance of the Company's
common shares for the period from the commencement of trading in March, 1999
through December 31, 1999, against the performance of the Technology and NASDAQ
indices during the same period. The Stock Performance Graph shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended (collectively the
"Acts"), except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
<PAGE>
[THE FOLLOWING TABLE WAS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]
Certain Relationships And Related Transactions
The Company had the following related party transactions during the 1999
fiscal year.
Mr. Daswani was a 30% shareholder of Asia Internet Limited, which provided
technical support, system maintenance and other professional services to the
company and purchased computer and office equipment on behalf of the Company.
During the year ended December 31, 1999, Asia Internet Limited charged the
company $549,580 for the above services. Asia Internet Limited was acquired by
the Company on March 31, 2000 for $1.2 million in cash and 24,870 shares of the
Company.
Mr. Pascutto was a partner in a firm of solicitors to which the Company has
paid legal fees in the ordinary course of its business. The amount charged by
the firm during the year ended December 31, 1999 was $395,364.
Mr. Cain was a partner in a professional firm to which the Company has paid
consultancy fees in the ordinary course of its business. The amount charged by
the firm to the company during the year ended December 31, 1999 was $234,319.
On March 6, 2000, Mr. Moore purchased 200,000 newly issued Units from the
Company for $1,900,000, or $9.50 per unit. Each Unit consisted of one share of
Common Stock and a warrant to purchase one-third of a share of Common Stock for
$11.40. The last sale price of the Common Stock on the date of purchase was
$29.25 per share. Mr. Moore's purchases were part of an issuance of 3,228,500
Units by the Company to 15 investors at the same price on the same date.
<PAGE>
APPOINTMENT OF AUDITORS
The Board of Directors of the Company has selected the firm of Deloitte
Touche Tohmatsu to serve as its independent auditors for the year ended December
31, 2000. While the ratification of the selection of Deloitte Touche Tohmatsu as
the Company's independent public accountants is not required to be submitted for
stockholder approval, the Board has elected to seek ratification of its
selection by the affirmative vote of a majority of the shares represented and
voting at the Meeting. Notwithstanding the ratification by the stockholders of
the appointment of Deloitte Touche Tohmatsu the Board of Directors may, if the
circumstances dictate, appoint other independent accountants.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE RATIFICATION OF DELOITTE TOUCHE TOHMATSU. TO SERVE AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR ENDING DECEMBER 31, 2000.
Representatives of Deloitte Touche Tohmatsu will attend the Annual Meeting,
will have the opportunity to make a statement should they wish to do so and will
be available to respond to appropriate questions.
The Company's former independent auditor, KPMG, resigned on September 21,
2000. The former auditor expressed an unqualified opinion on the financial
Statements of the Company for the period from September 16, 1998 (inception) to
December 31, 1999.
The Company engaged the firm of Deloitte Touche Tohmatsu as its new auditor
on September 21, 2000. Deloitte Touche Tohmatsu received a letter dated October
26, 2000 from KPMG that they were not aware of any circumstances which would
cause concern over the acceptance as auditors of our company and that there were
no disagreements between the Company and KPMG in regard to any accounting
principles or audit procedures.
OTHER MATTERS
The Board of Directors knows of no business other than the matters set
forth herein which will be presented at the Meeting. Inasmuch as matters not
known at this time may come before the meeting, the enclosed proxy confers
discretionary authority with respect to such matters as may properly come before
the meeting and it is the intention of the persons named in the proxy to vote in
accordance with their judgment on such matters.
STOCKHOLDER PROPOSALS
The Company currently plans to hold its 2001 Annual Meeting of Stockholders
on or about June 30, 2001. Any proposals from stockholders to be presented for
consideration for inclusion in the proxy material in connection with the 2001
Annual
<PAGE>
Meeting of Stockholders of the Company must be submitted in accordance with the
rules of the Securities and Exchange Commission and received by the Secretary of
the Company at the Company's principal executive offices no later than the close
of business on February 28, 2001.
Under the rules promulgated by the Securities and Exchange Commission,
Stockholder proposals not included in the Company's proxy materials for its 2001
Annual Meeting of Stockholders in accordance with Rule 14a-8 of the Exchange Act
of 1934, as amended, will be considered untimely if notice thereof is received
by the Company after February 28, 2001. Management proxies will be authorized to
exercise discretionary voting authority with respect to any Stockholder proposal
not included in the Company's proxy materials for the 2001 Annual Meeting unless
the Company receives notice thereof by February 28, 2001 and the conditions set
forth in Rule 14a-4(c)(2) under the Exchange Act of 1934, as amended, are met.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
No filings were required to be made under Section 16(a) of the Securities
Exchange Act of 1934, as amended, during 1999 as the company was not registered
under Section 12 of that Act until January 6, 2000.
ADDITIONAL INFORMATION
All information contained in this Proxy Statement relating to the
occupations, affiliations and securities holdings of directors and officers of
the Company and their relationship and transactions with the Company is based
upon information received from the individual directors and officers. All
information relating to any beneficial owner of more than five percent of the
Company's Common Stock is based upon information contained in reports filed by
such owner with the Securities and Exchange Commission.
The Annual Report of the Company on Form 10-K for the year ended December
31, 1999, which includes financial statements and accompanies this Proxy
Statement, is being mailed to the stockholders concurrently herewith, but such
Annual Report is not incorporated in this Proxy Statement and is not deemed to
be part of the proxy solicitation material.
A copy of the exhibits to the Annual Report will be furnished to any
Shareholder upon written request and payment of a nominal fee.
<PAGE>
FIRST ECOM.COM, INC. PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2000 ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD JANUARY 19, 2001
The undersigned hereby constitutes, appoints, and authorizes Gregory Pek
and Ravi Daswani, and each of them acting individually, as the true and lawful
attorney and Proxy of the undersigned, with full power of substitution and
appointment, for and in the name, place and stead of the undersigned to act for
and vote as designated below, all of the undersigned's shares of the Common
Stock of First Ecom.com, Inc., a Nevada corporation, at the 2000 Annual Meeting
of the Stockholders to be held January 19, 2001, at Pacific Place Conference
Centre, Annapurna Room, 88 Queensway, Hong Kong, SAR at 10:00 a.m. Hong Kong
Time, and at any and all adjournments thereof, with respect to the matters set
forth below and described in the Notice of 2000 Annual Meeting dated December 8,
2000, receipt of which is hereby acknowledged.
1. Approval of the election of each of the seven nominees named herein for
the office of director to serve until the next Annual Meeting of Stockholders or
until their respective successors are elected and qualified.
[_] FOR ALL NOMINEES LISTED BELOW (except as marked to the contrary below)
[_] WITHOLD AUTHORITY TO VOTE FOR ALL LISED BELOW
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
Gregory Pek
Ravi Daswani
Ermanno Pascutto
Douglas Moore
James Pratt
Ian Robinson
Eric Pinkney
2. To consider and vote upon a proposal to ratify the appointment of
Deloitte Touche Tohmatsu as independent auditors of the Company for the fiscal
year ended December 31, 2000.
[_] FOR
[_] AGAINST
[_] ABSTAIN
<PAGE>
3. The Proxy is authorized to vote upon any other business as may properly
come before the Annual Meeting or any adjournment thereof.
The undersigned hereby revokes any Proxies as to said shares heretofore
given by the undersigned, and ratifies and confirms all that said attorney and
Proxy may lawfully do by virtue hereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1 AND 2. THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN
RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS TO THE UNDERSIGNED.
DATED: ______________________, 200_
___________________________________
Signature(s) of Stockholder(s)
___________________________________
Signature(s) of Stockholder(s)
Signature(s) should agree with the name(s) shown hereon. Executors,
administrators, trustees, guardians and attorneys should indicate their capacity
when signing. Attorneys should submit powers of attorney. When shares are held
by joint-tenants, both should sign. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF FIRST ECOM.COM, INC.
PLEASE SIGN AND RETURN THIS PROXY
USING THE ENCLOSED PRE-PAID ENVELOPE
THE GIVING OF A PROXY WILL NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
