<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Confidential, for Use of the
[_] Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
e-bidd.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.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] 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:
(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 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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e-bidd.com, Inc.
Suite 800-555 West Hastings Street
Vancouver, B.C. CA V6B 4N5
Tel. (888) 777-0658
Fax (604) 443-5013
----------------
Notice of Special Meeting
of Shareholders of e-bidd.com, Inc.
----------------
May 15, 2000
TO THE SHAREHOLDERS OF E-BIDD.COM, INC.:
NOTICE IS GIVEN that a Special Meeting of Shareholders of e-bidd.com, Inc.,
(the "Corporation") will be held to consider and vote upon a proposal to
change the name of the Corporation from e-bidd.com, Inc. to xraymedia.com,
Inc. and to transact such business as may properly come before the meeting.
The date, time and place of the Special Meeting is as follows:
<TABLE>
<C> <S>
Date: Wednesday, June 28, 2000
Time: 5:00 p.m.
Place: Offices of Ogden Murphy Wallace, P.L.L.C.
1601 Fifth Avenue--Suite 2100
Seattle, WA 98101
</TABLE>
Only the holders of outstanding shares of the Corporation at the close of
business on May 1, 2000, and no others are entitled to notice and to vote at
the Special Meeting.
A Proxy Statement is being mailed with this Notice to each shareholder of
record prior to the Special Meeting.
Your participation at the Special Meeting will be appreciated.
By Order of the Board of Directors
/s/ Raymond C. Dabney
Raymond C. Dabney
President & CEO
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Voting and Proxy Information
This Proxy Statement is being sent to persons who held the common stock of
e-bidd.com, Inc., a Minnesota corporation, (the "Company") at the close of
business on May 1, 2000. On that date, there were 41,030,778 shares of voting
common stock of the Company issued and outstanding, which were held of record
by approximately 381 stockholders.
Date, Time and Place of Special Meetings
A Special Meeting of the stockholders is scheduled to take place on June 28,
2000 at 5:00 p.m. at the offices of Ogden, Murphy Wallace, P.L.L.C. 1601 Fifth
Avenue, Suite 2100, Seattle, WA 98101. This information is included in the
Notice of Special Meeting of Stockholders sent to stockholders of the Company
with this Proxy Statement.
Persons Making the Solicitation
The Board of Directors of the Company is making this solicitation. No
Director intends to oppose the name change.
Voting Securities
The Company has 41,030,778 shares of common stock outstanding with each
share of record entitled to one vote at the Special Meeting. The record date
for establishing the shares entitled to vote was May 1, 2000.
Voting Procedures
Record Date. May 1, 2000 is the date fixed as the record date to determine
stockholders entitled to vote at the Special Meeting on June 28, 2000.
Voting List. At least 10 days before the Special Meeting, the officer or
agent in charge of the stock transfer books for the shares of the corporation
will make a complete list of the stockholders entitled to vote at the Special
Meeting arranged in alphabetical order, with the address of and number of
shares held by each stockholder. The list will be kept on file at the
principal office of the Company and will be subject to inspection by any
stockholder at any time during usual business hours. The list will be present
for inspection at the Special Meeting.
Proxies. Each stockholder entitled to vote at the Special Meeting of
Stockholders may vote by proxy executed in writing by the stockholder or by
his or her duly authorized attorney-in-fact, but no proxy can be voted or
acted upon after six months from its date, unless the proxy provides for a
longer period. The proxy must be filed with the Secretary of the Company
before or at the time of the Special Meeting.
The following constitute valid means by which a stockholder may authorize
another person to act for him or her as proxy:
(1) A stockholder may execute a writing authorizing another person or
persons to act for him or her as proxy. The proxy may be limited to
specific proposals. Execution may be accomplished by the signing of the
writing by the stockholder or his or her authorized officer, director,
employee or agent or by causing his or her signature to be affixed to the
writing by any reasonable means including, but not limited to, a facsimile
signature.
(2) A stockholder may authorize another person or persons to act for him
or her as proxy by transmitting or authorizing the transmission of a
telegram, cablegram or other means of electronic transmission to the person
who will be the holder of the proxy or to a proxy solicitation firm, proxy
support service organization or like agent duly authorized by the person
who will be the holder of the proxy. The transmission must either set forth
or be submitted with information from which it can be determined that it
was authorized by the stockholder.
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If no direction is made on the proxy as to the vote of the stockholder, the
proxy will be voted "for" the name change.
Date and Time of Opening and Closing of the Polls. The date and time of the
opening of the polls for the Special Meeting of the Stockholders of the
Company shall be 10:00 a.m. on June 12, 2000. The time of the closing of the
polls for voting shall be announced at the Special Meeting. No ballot, proxies
or votes, nor any revocations or changes to a vote, shall be accepted after
the closing of the polls unless a court of equity, upon application by a
stockholder, determines otherwise.
Counting of Ballots. In the counting of proxies and ballots, the person
authorized to count will be limited to an examination of the proxies, any
envelopes submitted with the proxies, ballots and the regular books and
records of the Company.
Number of Votes Necessary for Approval of the Name Change. In accordance
with the applicable Minnesota Statutes, the approval of the Amendment to the
Articles of Incorporation to change the Company's name requires a quorum of a
majority of the voting power of the Company's outstanding shares entitled to
vote, and an affirmative vote of more than 50% of all of the Company's shares.
Revocability of Proxy
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if it is coupled with an interest sufficient in law to support
an irrevocable power.
Market Value of Securities
The Company is listed on the "pink sheets" under the symbol "BIDD."
Principal Stockholders of the Company
Of the 41,030,778 shares of common stock issued and outstanding, each share
of record is entitled one vote at the Special Meeting. The record date for
establishing the shares entitled to vote is May 1, 2000.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's stock as of May 1, 2000,
and as adjusted to reflect the share ownership for (i) each executive officer
or director of the Company who beneficially owns shares; (ii) each stockholder
known to the Company to beneficially own five percent or more of the
outstanding shares of its common stock; and (iii) all executive officers and
directors as a group. The Company believes that the beneficial owners of the
stock listed below, based on information furnished by such owners, have sole
investment and voting power with respect to such Shares, subject to community
property laws where applicable.
The following table sets forth as of April 14, 2000, the outstanding shares
of the Company owned of record or beneficially by each executive Officer and
director and by each person who owned of record, or was known by the Company
to own beneficially, more than 5% of the Company's shares, and the
shareholdings of all executive officers and directors as a group.
<TABLE>
<CAPTION>
No. of Shares
Name Beneficially Owned Percentage Owned
---- ------------------ ----------------
<S> <C> <C>
Raymond Dabney......................... 17,395,000 42.4%
Meir Kahtan............................ 2,600,000 6.3%
Laurier Limited........................ 10,000,000 24.4%
All Executive Officers and Directors as
a Group (4 persons)................... 19,995,000 48.7%
</TABLE>
2
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PROPOSAL: TO AMEND THE ARTICLE OF INCORPORATION OF THE COMPANY TO CHANGE ITS
NAME FROM E-BIDD.COM, INC. TO XRAYMEDIA.COM, INC.
Summary
The Company was incorporated in Minnesota on November 27, 1968 as Port
Industries, Inc. The Company has had several name previous names in the past
including: Image Photo Systems, Inc, AJA Merchant Banking Corporation,
Cyberguides International, Inc. Digital Reporting, Inc. and Port Industries,
Inc. The Company's business is to develop, market and operate a live, online,
Internet auction site that is geared towards selling integrated media
advertising campaigns, and public relations services.
Purpose of the Name Change
The main purpose of the name change is to distance the Company from its
competitors and to create a marketplace for its new products and services. The
name "xraymedia.com" proposes to identify the Company's intent to sell media
and advertising over the Internet. Furthermore, the Board believes that the
name change impresses upon the public that the Company is under new management
and is moving in a new direction.
Risk Factors
Risks Associated with Name Change
Name Recognition. The primary risk associated with a name change is name
recognition. The name "xraymedia.com" is not recognized in the advertising
industry, nor is "xraymedia.com" recognized in the online auction marketplace.
Member Loyalty/Attracting Members. Although the Company is young and in a
growth stage, the Company's name and trading symbol have been recognized by
some members of the public, a name change at this stage of growth may affect
the Company's ability to attract new members or to keep member loyalty.
Principal Executive Offices
The principal executive offices of the Company are as follows:
800--555 West Hastings Street
Vancouver, B.C., Canada V6B 4N5
Tel: (941) 954-1144
Fax: (941) 953-3777
The Amendment to the Articles of Incorporation is hereby incorporated by
reference into this Proxy Statement. A copy of the Amendment accompanied the
notice to shareholders of the Special Meeting and also accompanies this proxy
statement as Annex A.
The Name Change
The Company will change its name from e-bidd.com, Inc. to xraymedia.com,
Inc. by amending its Articles of Incorporation.
Certificate of Incorporation and Bylaws
Upon approval of the Amendment, the Amendment to the Articles of
Incorporation will be filed with the Minnesota Secretary of State.
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Federal Income Tax Consequences of the Transaction
The name change should not have any tax consequences for either the
shareholders or the Company.
Other Matters
The Board of Directors of the Company does not intend to bring any matters
before the Special Meeting other than as stated in this Proxy Statement and is
not aware that any other matters will be presented for action at the Meeting.
Should any other matters be properly presented, the person named in the
enclosed form of Proxy will vote the Proxy with respect thereto in accordance
with their best judgment, pursuant to the discretionary authority granted by
the Proxy.
By Order of the Board of Directors
e-bidd.com, Inc.
/s/ Raymond C. Dabney
By: Raymond C. Dabney
Its: President
4
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ANNEX A
PROPOSED
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF E-BIDD.COM, INC.
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
E-BIDD.COM, INC.
A Minnesota Profit Corporation
Pursuant to the provisions of Chapter 302A of Minnesota Statutes, the
following Amendment to Articles of Incorporation is submitted for filing.
ARTICLE 1: The name of record of the corporation is: E-BIDD.COM, INC.
ARTICLE 2: The amendment to the Articles of Incorporation as adopted is
as follows:
Article I of the Articles of Incorporation is hereby amended in its
entirety to read as follows:
ARTICLE I
The name of this corporation shall be XRAYMEDIA.COM, INC.
ARTICLE 3: The amendment was adopted pursuant to a resolution of the
directors of the corporation on May 11, 2000.
ARTICLE 4: This amendment was adopted by duly approved shareholder action
in accordance with the provisions of Minn. Stat. (S)300.45.
I certify that I am an officer of the above-named corporation and am
authorized to execute this application on behalf of the corporation.
DATED this day of June, 2000.
/s/ Raymond C. Dabney
_____________________________________
Raymond C. Dabney, President
ARTICLES OF AMENDMENT
- 1 -
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PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
e-bidd.com, Inc.
SPECIAL MEETING OF SHAREHOLDERS--JUNE 28, 2000
The undersigned stockholder of e-bidd.com, Inc., a Minnesota corporation (the
"Company") hereby acknowledges receipt of the Notice of Special Meeting of
Stockholders and Proxy Statement, each dated May 15, 2000, and hereby appoints
Raymond Dabney, or Gord Woodward or either of them, as proxies and attorneys-
in-fact will full power of substitution, on behalf and in the name of the
undersigned, to represent the undersigned at the Special Meeting of
Stockholders of e-bidd.com, Inc. to be held on June 28, 2000, at adjournment or
postponement thereof, and to vote all shares of Common Stock that the
undersigned would be entitled to vote if then and there personally present, on
matters set forth below:
Proposal: To amend the Articles of Incorporation of the Company to change
its name from e-bidd.com, Inc. to xraymedia.com, Inc.
[_] FOR [_] AGAINST [_] ABSTAIN
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NOTE: This Proxy should be marked, dated signed by the stockholder(s) exactly
as his or her name appears hereon, and returned in the enclosed envelope.
THIS PROXY WILL BE VOTED AS DIRECTED AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY POSTPONEMENT(S) OR
ADJOURNMENT(S).
DATED: _______________________, 2000
____________________________________
Print name(s) exactly as shown on
Stock Certificate
____________________________________
Signature
____________________________________
Signature
Please sign exactly as name appears
hereon. When shares are held
jointly, both should sign. When
signing as attorney, executor,
administrator, trustee, or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by the
President or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
THIS PROXY WILL BE VOTED FOR THE
PROPOSAL IF NO SPECIFICATION IS
MADE.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
