<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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
13a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
2-INFINITY.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)(1) 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 of other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
2-INFINITY.COM, INC.
4828 Loop Central Drive, Suite 150
Houston, Texas 77081
July 28, 2000
Dear Shareholders:
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders of 2-Infinity.com, Inc. (the "Company") to be held at 10:00 a.m.
local time, August 25, 2000, at the offices of the Company located at 4828
Loop Central Drive, Suite 150, Houston, Texas 77081.
Your approval is requested in amending the Company's Articles of
Incorporation in order to change the Company's name to 2-Infinity, Inc.,
electing directors to serve for the coming year, ratifying and approving the
Company's 2000 Long-Term Incentive Plan, and ratifying the appointment of an
auditor for the Company for the fiscal year ending December 31, 2000. You
will also transact any other business that may properly come before the
meeting and any adjournment or postponement thereof.
Whether or not you plan to attend the meeting, we ask that you
complete, sign, date, and return the enclosed proxy card at your earliest
convenience in the provided postage-paid, addressed envelope to ensure that
your stock will be represented. If you attend the meeting, you may withdraw
your proxy and vote your shares in person.
Very truly yours,
By: /s/ Majed M. Jalali
--------------------------------------
Majed M. Jalali
Chief Executive Officer, President and
Chairman of the Board
<PAGE>
2-INFINITY.COM, INC.
4828 Loop Central Drive, Suite 150
Houston, Texas 77081
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 25, 2000
To the Shareholders of 2-Infinity.com, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
2-Infinity.com, Inc., a Colorado corporation (the "Company"), will be held at
the offices of the Company located at 4828 Loop Central Drive, Suite 150,
Houston Texas 77081, on August 25, 2000, at 10:00 a.m. local time, for the
following purposes:
(1) NAME CHANGE. To approve an amendment to the Company's Articles
of Incorporation in order to change the Company's name to 2-Infinity, Inc.;
(2) ELECTION OF DIRECTORS. To elect five directors to hold office
until the 2001 Annual Meeting of Shareholders or until their successors are
elected and qualified;
(3) RATIFICATION AND APPROVAL OF THE 2000 LONG-TERM INCENTIVE PLAN.
To ratify and approve the provisions of the Company's 2000 Long-Term
Incentive Plan;
(4) RATIFICATION AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT
AUDITORS. To ratify and approve the appointment of Mann Frankfort Stein &
Lipp as the independent auditors for the Company for the fiscal year ending
December 31, 2000; and
(5) OTHER BUSINESS. To transact such other business as may properly
come before the Annual Meeting of Shareholders and any adjournment or
postponement thereof.
The foregoing items of business are more fully described in the
Proxy Statement which is attached hereto and made a part hereof.
The Board of Directors has fixed the close of business on July 11,
2000 as the record date for determining the shareholders entitled to notice
of and to vote at the 2000 Annual Meeting of Shareholders and any adjournment
or postponement thereof.
By Order of the Board of Directors
/s/ Majed M. Jalali
--------------------------------------
Majed M. Jalali
Chief Executive Officer, President and
Chairman of the Board
Houston, Texas
July 28, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS IN
PERSON, YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS
PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE YOUR
REPRESENTATION AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU SEND
IN YOUR PROXY CARD AND THEN DECIDE TO ATTEND THE ANNUAL MEETING TO VOTE YOUR
SHARES IN PERSON, YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE
WITH THE PROCEDURES SET FORTH IN THE PROXY STATEMENT.
<PAGE>
2-INFINITY.COM, INC.
4828 Loop Central Drive, Suite 150, Houston, Texas 77081
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of
2-Infinity.com, Inc., a Colorado corporation (the "Company"), in connection
with the solicitation by the Board of Directors of the Company (the "Board"
or "Board of Directors") of proxies in the accompanying form for use in
voting at the 2000 Annual Meeting of Shareholders of the Company (the "Annual
Meeting") to be held on August 25, 2000, at the offices of the Company
located at 4828 Loop Central Drive, Suite 150, Houston, Texas 77081, at 10:00
a.m., local time, and any adjournment or postponement thereof. The shares
represented by the proxies received, properly marked, dated, executed and not
revoked will be voted at the Annual Meeting.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is exercised by delivering to the
Company (to the attention of Ms. Kelly Nispel, the Company's Chief Financial
Officer) a written notice of revocation or a duly executed proxy bearing a
later date, or by attending the Annual Meeting and voting in person.
SOLICITATION AND VOTING PROCEDURES
This Proxy Statement and the accompanying proxy were first sent by
mail to shareholders on or about July 28, 2000. The solicitation of proxies
will be conducted by mail, and the Company will bear all attendant costs.
These costs will include the expense of preparing and mailing proxy materials
for the Annual Meeting and reimbursements paid to brokerage firms and others
for their expenses incurred in forwarding solicitation material regarding the
Annual Meeting to beneficial owners of the Company's common stock, no par
value (the "Common Stock"). The Company may conduct further solicitation
personally, by telephone or by facsimile through its officers, directors and
regular employees, none of whom will receive additional compensation for
assisting with such solicitation.
The close of business on July 11, 2000 has been fixed as the record
date (the "Record Date") for determining the holders of shares of the Common
Stock of the Company entitled to notice of and to vote at the Annual Meeting.
As of the close of business on the Record Date, the Company had approximately
89,516,339 shares of Common Stock outstanding and entitled to vote at the
Annual Meeting. Each outstanding share of Common Stock on the Record Date is
entitled to one vote on all matters.
A majority of the shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum at the Annual Meeting. For
the approval of Proposal No. 1 (the change of the Company's name to
2-Infinity, Inc.), it must be approved by the holders of a majority of the
outstanding Common Stock. For Proposal No. 2 (the election of directors), the
five candidates receiving the greatest number of affirmative votes will be
elected, provided a quorum is present and voting. The affirmative vote of a
majority of the shares present in person or represented by proxy at the Annual
Meeting will be required to ratify and approve each of Proposal No. 3 (the 2000
Long-Term Incentive Plan) and Proposal No. 4 (appointment of independent
auditors).
Votes to abstain and broker non-votes are counted as present for
purposes of determining the presence of a quorum. A broker non-vote occurs
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have the discretionary
voting power with respect to that item and has not received instructions from
the beneficial owner. Because abstentions and broker non-votes will be
included in tabulations of the votes entitled to vote for purposes of
determining whether a proposal has been approved, abstentions and broker
non-votes will have the same effect as negative votes on Proposal No. 1,
Proposal No. 3 and Proposal No. 4.
<PAGE>
An automated system administered by the Company's transfer agent
will tabulate votes cast by proxy at the Annual Meeting and an officer of the
Company will tabulate votes cast in person at the Annual Meeting.
PROPOSAL NO. 1
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME TO 2-INFINITY, INC.
The Board of Directors has approved, and is recommending to the
shareholders, an amendment to Article I of the Company's Articles of
Incorporation to change the name of the Company to 2-Infinity, Inc. The Board
of Directors believes that the proposed name change is advisable in order to
more adequately reflect the Company's business. The Board of Directors believes
that the elimination of the ".com" from the Company's name will benefit the
Company by eliminating assumptions that the Company is an e-commerce,
internet-based company.
If the shareholders approve this proposal, Article I of the Company's
Articles of Incorporation will be amended to read in its entirety as follows:
"Article I
Name
The name of the Corporation is 2-Infinity, Inc."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE PROPOSED
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION CHANGING THE NAME OF THE
COMPANY TO 2-INFINITY, INC.
PROPOSAL NO. 2
ELECTION OF DIRECTORS
Currently, the Board of Directors of the Company consists of five
persons, each having a term of office of one year. On June 7, 2000, the Board of
Directors increased, pursuant to its authority under the Company's Bylaws, the
number of directorships on the Board from three to five. On that date, Kelly E.
Nispel, Scott E. Smith and Michael L. Omer were appointed by the Board to fill
one existing vacancy as well as the vacancies created by the increase in the
number of directorships. At each annual meeting of shareholders, directors will
be elected for a full term of one year to succeed those directors whose terms
are expiring.
The Board has nominated Majed M. Jalali, Patrick Cody Morgan, Kelly
E. Nispel, Scott E. Smith, and Michael L. Omer as directors, each to serve a
one year term until the 2001 annual meeting of shareholders or until the
director's earlier resignation or removal. Each of the nominees has
consented, if elected as a director of the Company, to serve until his term
expires. The Board of Directors has no reason to believe that any of the
nominees will not serve if elected, but if any of them should become
unavailable to serve as a director, and if the Board designates a substitute
nominee, the persons named as proxies will vote for the substitute nominee
designated by the Board.
The five nominees receiving a plurality of the votes of the shares
present in person or represented by proxy will be elected as directors.
Votes withheld from any director are counted for purposes of determining the
presence or absence of a quorum.
Certain information about Majed M. Jalali, Patrick Cody Morgan,
Kelly E. Nispel, Scott E. Smith, and Michael L. Omer, the director nominees,
is furnished below.
<PAGE>
Mr. Jalali has been the Chairman of the Board of Directors, Chief
Executive Officer and President of the Company since January 2000. Prior to
that, he served as President of 2-Infinity.com, Inc., a Texas corporation,
now a wholly-owned subsidiary of the Company ("2-Infinity-Texas"). From
January 1998 to March 1999, Mr. Jalali served as Chief Executive Officer of
Infinity International School. Prior thereto, Mr. Jalali was a university
student.
Mr. Morgan has been the Company's Vice President and Secretary since
January 2000, and the Company's Chief Operating Officer since May 2000. Prior
to that, he was the President of AirNexus, Inc. beginning in May 1998, as
well as a member of that Company's board of directors. From October 1996
until May 1998, Mr. Morgan was a partner in Digiphone, a Houston, Texas-based
voice solution provider. From 1994 to October 1996, Mr. Morgan was the general
manager of Digitech Business Systems, a Houston, Texas-based company that
provided business telephones and voicemail systems.
Ms. Nispel has been the Chief Financial Officer and Treasurer of
the Company since March 2000. From 1997 to 2000, Ms. Nispel was employed by
Corporate Express Delivery Systems, Inc. ("CEDS"), which was recently
acquired by United Shipping and Technology, Inc., in a variety of positions
from Director of Finance to Vice President of Finance. Her responsibilities
included SEC financial reporting, senior lender reporting, banking relations
and other financial, tax and treasury matters. From 1996 to 1997, Ms. Nispel
was employed by Corporate Express, Inc., the parent company of CEDS, as a
Regional Assistant Controller. From 1993 to 1996, Ms. Nispel was the Chief
Financial Officer for Ovation Data Services, Inc., where she was responsible
for all financial related matters. Ms. Nispel is a certified public
accountant in the states of Texas and Colorado.
Mr. Smith has been a director of the Company since June 2000. Mr.
Smith is currently the Senior Vice President of Capital Bank in Houston,
Texas, where he has been employed since 1994. Mr. Smith has served on the
board of directors of North Channel Chamber of Commerce since 1999.
Mr. Omer has served as a corporate consultant to the Company since
May 1999 and as a director of the Company since June 2000. Since 1989, Mr.
Omer has been employed by Aramco Services Company ("Aramco") in various
capacities, most recently as General Attorney and corporate Secretary. Mr.
Omer also serves all the corporate legal and regulatory counsel to Aramco's.
North American affiliates, including Saudi Refining, Inc., Saudi Petroleum
International, Inc., Aramco Associated Company and Aramco Financial Services
Company, as well as other companies and cooperatives affiliated with Aramco.
From 1991 through 1994, Mr. Omer also served as a director and as chairman of
the legal committee for the Clean Caribbean Corporation, a non-profit
cooperative organized by numerous multinational oil companies operating
within the Caribbean Basin and South America, and he served as Chairman of
the Board of Directors for the Clean Caribbean Corporation from 1994-1995.
Mr. Omer is licensed to practice law in the states of Texas and Hawaii.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF THE NOMINEES NAMED ABOVE
RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS
There are no family relationships among any of the directors or
executive officers of the Company.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1999, the Board met two
times. The Board does not have an audit committee, a compensation committee, or
any other committee performing the functions of such committees. During the
fiscal year ended December 31, 1999, all directors attended more than 75% of all
the meetings of the Board.
The Board does not have a nominating committee or a committee
performing the functions of a nominating committee. While there are no formal
procedures for shareholders to recommend nominations, the Board will consider
shareholder recommendations. Such recommendations should be addressed to Kelly
Nispel, the Company's Treasurer, at the Company's principal executive offices.
<PAGE>
COMPENSATION OF DIRECTORS
The Company's directors are not currently compensated for serving in
such capacity.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information with respect to the
executive officers and directors of the Company as of July 11, 2000.
<TABLE>
<CAPTION>
NAME AGE POSITION
-------------------------------------- ----- ----------------------------------------------
<S> <C> <C>
Majed M. Jalali 26 Chairman of the Board, Chief Executive Officer
and President
Patrick Cody Morgan 33 Director, Chief Operating Officer and Secretary
Kelly E. Nispel 37 Director, Chief Financial Officer and Treasurer
Jason B. Miller 26 Chief Technology Officer
Scott E. Smith 30 Director
Michael L. Omer 46 Director
</TABLE>
For information concerning the backgrouds of Messrs. Jalali, Morgan,
Smith and Omer and Ms. Nispel, see "Election of Directors" above.
Mr. Miller became the Company's Chief Technology Officer on July 7,
2000. Mr. Miller began his employment with the Company's subsidiary,
2-Infinity-Texas, in April of 1999. From August 1998 to April 1999, Mr. Miller
was Vice President of Infinity International School. Prior to that, Mr. Miller
was a university student.
<PAGE>
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Mann Frankfort Stein & Lipp has served as the Company's independent
auditors since May 5, 2000 and has been appointed by the Board to continue as
the Company's independent auditors for the Company's fiscal year ending December
31, 2000. In the event that ratification of this selection of auditors is not
approved by a majority of the shares of Common Stock entitled to vote at the
Annual Meeting in person or by proxy, management will review its future
selection of auditors. A representative of Mann Frankfort Stein & Lipp is
expected to be present at the Annual Meeting. The representative will have an
opportunity to make a statement and to respond to appropriate questions.
Jones, Jensen & Company of Salt Lake City, Utah acted as the
Company's independent auditors for the fiscal year ending December 31, 1999.
On May 5, 2000, the Company advised Jones, Jensen that it would no longer
serve as the Company's independent accountant. Except for an explanatory
paragraph with respect to substantial doubt about the Company's ability to
continue as a going concern in the Company's consolidated financial
statements as of and for the years ended December 31, 1999 and 1998 and from
inception on November 14, 1995 through December 31, 1999, Jones, Jensen's
reports on those financial statements of the Company have not contained an
adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. There were no
disagreements between the Company and Jones, Jensen on any matter or
accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to Jones, Jensen's
satisfaction, would have caused Jones, Jensen to make reference to the
subject matter of such disagreements in connection with its reports.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF MANN FRANKFORT STEIN & LIPP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2000
PROPOSAL NO. 4
RATIFICATION OF THE 2000 LONG-TERM INCENTIVE PLAN
On June 7, 2000, the Board of Directors unanimously approved the 2000
Long-Term Incentive Plan (the "Plan"), a copy of which is included with this
Proxy Statement. Assuming a quorum is present, the Plan will become effective if
it receives the affirmative vote of a majority of the shares represented at the
Annual Meeting and entitled to vote. In the event that ratification of the Plan
is not approved by a majority of the shares of Common Stock entitled to vote at
the Annual Meeting, management will revise the Plan and submit it for
shareholder approval at a future meeting.
Purpose of the Plan. The purpose of the Plan is to provide the Company
and its subsidiaries with a means to attract and retain individuals eligible to
participate in the Plan. Additionally, the Plan will allow the Company to
provide incentive compensation opportunities that are competitive with other
similar companies. Lastly, the Plan
<PAGE>
will provide individuals with additional incentive and reward opportunities
designed to enhance the Company's long-term profitable growth.
Amount of Common Stock Subject to the Plan. The aggregate number of
shares of Common Stock that may be awarded under the Plan is limited to
30,000,000 shares, subject to adjustment based on the recapitalization or
reorganization of the Company as described in Article XII of the Plan. If the
Plan is ratified by the shareholders, the Company will be required at all
times to reserve a sufficient number of shares of Common Stock to meet the
requirements of the Plan.
Administration of the Plan. The Plan is to be administered by a
committee (the "Committee"), which shall be appointed by the Board of
Directors. The various awards that may be granted under the Plan include:
incentive stock options; options that do not constitute incentive stock
options; stock appreciation rights; restricted stock awards; performance
share awards; and stock value equivalent awards. The Committee will have the
sole authority to determine the type of award, or combinations thereof, which
is best suited to the circumstances of the particular individual.
Additionally, the Committee will be entitled to determine the rules and
regulations relating to the granting of awards, as well as the terms,
conditions, restrictions and provisions of each such award.
Participants. The Committee will have the sole authority to
determine and designate the individuals who will receive awards under the
Plan. Awards may be granted to the same person on one or more occasions, and
may include combinations of the different types of awards available under the
Plan. Incentive stock options and performance share awards may only be
granted to employees of the Company.
Exercise Price of Options. The exercise price of each incentive
stock option granted under the Plan shall be determined by the Committee and
shall in no event be less than the Fair Market Value (as defined in the Plan)
of Common Stock on the date the option is granted (or 110% of Fair Market
Value in the case of a person who owns, directly or indirectly, more than 10%
of the total combined voting power of all classes of the Company's stock).
The exercise price of each option that does not constitute an incentive stock
option granted under the Plan will be determined by the Committee. The
closing price of the Common Stock on July 21, 2000 was $0.4375 per share.
Term and Exercise of Options. The term of each option will be as
specified by the Committee on the date of grant. Options shall be exercisable
in whole or in such installments and at such times as the Committee may
determine; however, no option will be exercisable earlier than six months from
the date of grant. Each option will specify the effect of the termination of
employment on the exercise of the option.
Federal Income Tax Consequences. The following is merely a summary
of the general effect of federal income taxation upon an optionee and the
Company with respect to the grant and exercise of options awarded under the
Plan. This summary does not purport to be complete and does not discuss the
tax consequences arising in the context of the optionee's death or the income
tax laws of any state, municipality or foreign country in which the
optionee's income may be taxable.
INCENTIVE STOCK OPTIONS. Under current applicable law, no taxable
income is recognized by an optionee at the granting, or upon the exercise of,
an incentive stock option. However, the exercise is an adjustment item for
alternative minimum tax purposes and may subject the optionee to the
alternative minimum tax. Following a disposition of the shares underlying the
option more than two years after the grant of the option and one year after
the exercise thereof, any gain or loss is treated as long-term capital gain
or loss. The maximum federal rate of tax on net capital gains on shares held
more than 12 months is generally 20%. Generally, capital losses are allowed
in full against capital gains and up to $3,000 of other income. If the
previously described holding periods are not satisfied, the optionee will
recognize ordinary income on the disposition equal to the difference between
the exercise price and the price received on the disposition. Any such gain
or loss in excess of the amount of ordinary income is treated as long-term or
short-term capital gain or loss, depending on the holding period. Unless the
provisions of Section 162(m) of the Internal Revenue Code restrict the
Company, it is entitled to a deduction in the same amount as and at the time
the optionee recognizes ordinary income.
OPTIONS NOT CONSTITUTING INCENTIVE STOCK OPTIONS. Upon the granting
of an option which does not constitute an incentive stock option, an optionee
does not recognize any taxable income. However, upon exercise, the optionee
recognizes taxable income, generally measured as the excess of the fair
market value at the time of
<PAGE>
exercise over the exercise price. Such taxable income recognized by an
employee of the Company is subject to applicable tax withholding. Unless the
provisions of Section 162(m) of the Internal Revenue Code restrict the
Company, it is entitled to a deduction in the same amount as and at the time
the optionee recognizes ordinary income. To the extent not recognized as
ordinary income above, any difference between the sales price and the
exercise price is treated as long-term or short-term capital gain or loss,
depending on the holding period. The maximum federal rate of tax on net
capital gains on shares held more than 12 months is generally 20%. However,
lower rates may apply depending upon when the stock is acquired and the
optionee's applicable income tax bracket. Generally, capital losses are
allowed in full against capital gains and up to $3,000 of other income.
New Plan Benefits - Options. The following table sets forth the
anticipated grants of options under the Plan, subject to shareholder approval
of the Plan. There are no options currently contemplated other than those
described below, although the described anticipated awards are not
necessarily indicative of the amounts that will be awarded in the future.
2000 LONG-TERM INCENTIVE PLAN
<TABLE>
<CAPTION>
NAME AND POSITION DOLLAR VALUE(1) NUMBER OF SHARES
----------------- --------------- ----------------
<S> <C> <C>
Majed M. Jalali $0.41 5,000,000
Chairman of the Board, Chief Executive Officer and President
Patrick Cody Morgan $0.41 5,000,000
Director, Chief Operating Officer and Secretary
Executive Group (including Messrs. Jalali and Morgan) $0.42 15,750,000
Non-Executive Officer Employee Group $0.41 5,460,000
</TABLE>
----------
(1) Fair Market Value on the date of grant.
Description of Stock Appreciation Rights. A stock appreciation right
is the right to receive an amount equal to the spread with respect to a share
of Common Stock upon the exercise of such stock appreciation right. The
spread is an amount equal to the excess, if any, of the Fair Market Value of
a share of Common Stock on the date such right is exercised over the exercise
price of such stock appreciation right. Generally, the spread may be payable
either in cash, shares of Common Stock with a Fair Market Value equal to the
spread, or a combination of cash and shares of Common Stock. The exercise
price of each stock appreciation right will be determined by the Committee,
but such exercise price will not be less than the Fair Market Value of a
share of Common Stock on the date of grant. The term of each stock appreciation
right will be specified by the Committee. Additionally, the Committee will
determine for each stock appreciation right (a) the time for exercising,
which will be no earlier than six months from the date of grant, (b) whether
the right is exercisable in whole or in part, and (c) the effect of
termination of employment.
Description of Stock Value Equivalent Awards. Stock value equivalent
awards are rights to receive an amount equal to the Fair Market Value of
shares of Common Stock or rights to receive an amount equal to any
appreciation or increase in the Fair Market Value of Common Stock over a
specified period of time, without the payment of any amounts by the holder
thereof. The Committee will determine the period of time over which a stock
value equivalent award will vest. In determining the value of a stock value
equivalent awards, the Committee may take into account an employee's level
of responsibility, performance, potential, and such other considerations as
it deems appropriate, including other awards previously granted to the holder
under the Plan. Payment of a stock value equivalent award will (a) be made
in cash, (b) in a lump sum or in installments, as determined by the
Committee, and (c) be based on the Fair Market Value of the Common Stock on
the payment date. The Committee will determine the effect of termination of
employment during the vesting period of an employee's stock value equivalent
award.
Termination or Amendment of the Plan. The Board of Directors may
terminate or amend the Plan; provided that no such termination or amendment
may, without prior consent, impair the rights of any holder with respect to
an award granted prior to the time of such termination or amendment. The
Board of Directors may not, without the prior approval of the shareholders,
amend the Plan to:
<PAGE>
(a) increase the aggregate number of shares issuable pursuant to
the Plan, except adjustments after a recapitalization or
reorganization of the Company as described in Article XII of
the Plan;
(b) change the minimum option price;
(c) change the class of individuals eligible to receive awards or
materially increase the benefits accruing to individuals under
the Plan;
(d) extend the term of the Plan;
(e) materially modify the eligibility requirements for
participation in the Plan; or
(f) decrease any authority granted to the committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION
AND APPROVAL OF THE 2000 LONG-TERM INCENTIVE PLAN
EXECUTIVE COMPENSATION AND RELATED INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning
compensation of (a) each person that served as the Company's Chief Executive
Officer during the last fiscal year of the Company, and (b) two former executive
officers of the Company who would have been one of the Company's four most
highly compensated executive officers had such officers been serving as such at
the end of the Company's last fiscal year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation(1) Long Term Compensation
------------------- ----------------------
Name and
Principal Position Year Salary ($) Restricted Stock Awards ($)
<S> <C> <C> <C>
R. K. ("Ken") Honeyman(2) 1999 222,328 134,114(4)
Former President and 1998 96,240 --
Director
Howard N. Wilson(2) 1999 123,746 98,371(5)
Former Vice President and 1998 46,250 --
Secretary
John B. Hayes(3) 1999 76,903 196,000(6)
Former President of 1998 -- --
Lakota Oil & Gas
</TABLE>
(1) Excludes any perquisites and other benefits that do not exceed the
lesser of $50,000 or 10% of the total of annual salary and bonus
reported for any executive officer.
(2) No longer an executive of the company.
(3) Former President of Lakota Oil and Gas, Inc., a subsidiary of the
company.
(4) The Company issued as compensation 1,676,429 shares with a closing
market price on the date of issue of $0.08 per share.
(5) The Company issued as compensation 1,229,643 shares with a closing
market price on the date of issue of $0.08 per share.
(6) The Company issued as compensation 1,000,000 shares with a closing
market price on the date of issue of $0.10 per share and 300,000 shares
with a closing market price on the date of issue of $0.32 per share.
Employment Agreements
In June 1999, the Company entered into an employment agreement with
Patrick Cody Morgan. The contract is for a term of three years at an annual
salary of $250,000 beginning on March 1, 2000 and may be terminated at any time
for cause or good reason, as defined in the agreement.
<PAGE>
In June 1999, the Company entered into an employment agreement with
Majed Jalali. The contract is for a term of three years at an annual salary
of $325,000 beginning on March 1, 2000 and may be terminated at any time for
cause or good reason, as defined in the agreement.
Restricted Stock Issuances
In February 1999, the Company issued 1,000,000 shares of restricted
common stock to Cactus Petroleum, Inc., an entity controlled by John B.
Hayes, a former Director of the Company, as consideration for services
provided pursuant to an agreement with Optima Investments, Inc. in connection
with the private placement by the Company of securities under Rule 504 of
Regulation D. Mr. Hayes assisted in the identification, negotiation, and
closing of the transaction with Optima.
In April 1999, the Company issued 1,676,429 and 1,229,643 shares of
restricted common stock to R.K. Honeyman and Howard N. Wilson, respectively,
as consideration for accrued compensation for past services rendered. Mr.
Honeyman and Mr. Wilson had each verbally agreed to forego any cash
compensation up to the date of issuance for their services as chief executive
officer and secretary, respectively, in exchange for the shares.
In July 1999, the Company issued 300,000 shares of restricted common
stock to John B. Hayes as consideration for accrued compensation for past
services rendered. Mr. Hayes had verbally agreed to forego any cash
compensation up to the date of issuance for services rendered as president of
the oil and gas division of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of July 11, 2000, for (i)
each person who is known by the Company to beneficially own more than 5% of the
Company's Common Stock, (ii) each of the Company's directors, (iii) each of the
the Company's executive officers, and (iv) all directors and executive officers
as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (2)
-----------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(1) NUMBER PERCENT (3)
--------------------------------------- ------- -----------
<S> <C> <C>
Majed M. Jalali 4,500,000 5.02
Patrick Cody Morgan(4) 3,415,000 3.81
Kelly E. Nispel 100,000 *
Jason B. Miller 400,000 *
Scott E. Smith 250,000 *
Michael L. Omer 375,000 *
All directors and executive officers
as a group (six persons) 9,040,000 10.10
</TABLE>
-------------
* Less than 1% of the outstanding Common Stock
(1) The address for each of these shareholders is c/o 2-Infinity.com, Inc.,
4828 Loop Central Drive, Suite 150, Houston, Texas 77081.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that
person, shares of Common Stock subject to warrants and options held by
that person that are currently exercisable or exercisable within 60
days of July 11, 2000 are deemed outstanding. Such shares, however, are
not deemed to be outstanding for the purposes of computing the
percentage ownership of each other person. Except as indicated in the
footnotes to this table and pursuant to applicable community property
laws, the persons named in the table have sole voting and investment
power with respect to the shares set forth opposite such person's name.
(3) Based on 89,516,339 shares of Common Stock outstanding as of July 11,
2000.
(4) Includes shares held as joint tenants with spouse, or directly in
spouse's name.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following is a description of certain transactions and
relationships entered into or existing during the fiscal year ended December 31,
1999 between the Company and certain affiliated parties. The Company believes
that the terms of such transactions were no less favorable to the Company than
could have been obtained from an unaffiliated party.
In February 1999, the Company issued 1,000,000 shares of restricted
common stock to an entity controlled by John B. Hayes as consideration for
services valued at $100,000 related to the negotiation and consummation of a
transaction with an oil and gas project.
In January and February 2000, the Company mutually separated from
three officers and directors, R.K. Honeyman, Howard N. Wilson and John B.
Hayes. Included in the settlement agreements with Mr. Honeyman, the Company
issued 4,000,000 shares and $100,000 to compensate him for the past service
and the Company paid $40,000 for execution of the settlement agreement and
consulting services during the transition to new management. The parties
mutually discharged any indebtedness owed to the other and Cam Am Resources,
Inc, a related party of Mr. Honeyman. As a result, the Company has accrued at
December 31, 1999, $500,000 for compensation of past services at the fair
market value of the shares and the cash issued as a result of this agreement.
In addition, included in the settlement agreements with Mr. Wilson and Mr.
Hayes, the Company issued an aggregate of 5,500,000 shares and $100,000 to
compensate them for past services and the Company paid aggregate of $65,000
for the execution of the agreements and consulting services during the
transition to new management. As a result, the Company has accrued at
December 31, 1999 $2,760,500 of compensation expense at the fair market value
of the shares and cash issued as a result of these agreements.
Effective August 1, 1999, the Company approved and implemented the
Omnibus Stock Option Plan ("the 1999 Plan") and the board of directors granted
2,000,000 options to purchase the Company's common stock under the 1999 Plan. In
January 1999, the options granted under the 1999 Plan were cancelled as part of
the settlement and separation agreements with the option holders and the 1999
Plan was terminated.
In June 1999, the Company issued an aggregate of 3,000,000 shares at
$.38 per share of restricted common stock to Majed Jalali, the sole
shareholder of 2-Infinity-Texas, pursuant to the acquisition agreement
between the Company and Jalali.
In June 1999, the Company issued an aggregate of 2,000,000 shares at
$.32 per share of restricted common stock to Patrick Cody Morgan and his
spouse in connection with the acquisition of AirNexus (formerly known as Voice
Design, Inc.)
SHAREHOLDER PROPOSALS
REQUIREMENTS FOR SHAREHOLDER PROPOSALS TO BE BROUGHT BEFORE AN
ANNUAL MEETING. For shareholder proposals to be included in an annual
meeting, the shareholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely for the 2001 Annual Meeting, a
shareholder's notice must be delivered to or mailed and received by the
Secretary of the Company at the principal executive offices of the Company,
between January 1, 2001 and April 15, 2001. A shareholder's notice to the
Secretary must set forth as to each matter the stockholder proposed to bring
before the annual meeting (i) a brief description of the business desired to
be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and number of shares of
the Company which are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in such business.
REQUIREMENTS FOR SHAREHOLDER PROPOSALS TO BE CONSIDERED FOR
INCLUSION IN THE COMPANY'S PROXY MATERIALS. Shareholder proposals submitted
pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at
the Company's 2001 Annual Meeting of Shareholders must be received by the
Company not later than April 15, 2001 in order to be considered for inclusion
in the Company's proxy materials for that meeting.
<PAGE>
1999 ANNUAL REPORT TO SHAREHOLDERS
Included with this Proxy Statement is the Company's 1999 annual report
on Form 10-KSB/A (the "Annual Report") for the fiscal year ended December 31,
1999. The Company will provide, without charge, to each person solicited upon
written request, an additional copy of the Annual Report and a copy of the
exhibits to the Annual Report as required to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
For additional copies, please write to Ms. Kelly Nispel, Chief Financial Officer
of the Company, at 4828 Loop Central Drive, Suite 150, Houston, Texas 77081.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act of 1934, as amended (the "Exchange
Act") requires the Company's directors, executive officers and person who own
more than 10% of the Company's Common Stock (collectively, "Reporting Persons")
to file reports of ownership and changes in ownership of the Company's Common
Stock. Reporting Persons are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. Based solely on its review of the copies of such reports received or
written representations from certain Reporting Persons, the Company believes
that during the fiscal year ended December 31, 1999, all Reporting Persons
complied with all applicable filing requirements.
OTHER MATTERS
The Board of Directors knows of no other business which will be
presented at the Annual Meeting. If any other business is properly brought
before the Annual Meeting, it is intended that proxies in the enclosed form will
be voted in respect thereof in accordance with the judgments of the person
voting the proxies.
It is important that the proxies be returned promptly and that your
shares be represented. Stockholders are urged to mark, date, execute and
promptly return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors
By: /s/ Majed M. Jalali
--------------------------------------
Majed M. Jalali
Chief Executive Officer, President and
Chairman of the Board
Houston, Texas
July 28, 2000
<PAGE>
Appendix A
2- INFINITY.COM.
2000 LONG-TERM INCENTIVE PLAN
I. PURPOSE
The purpose of the 2-Infinity.com 2000 Long-Term Incentive Plan (the
"Plan") is to provide a means whereby 2-Infinity.com, a Colorado corporation
(the "Company"), and its Subsidiaries may (i) attract and retain individuals
eligible to participate in the Plan; (ii) motivate individuals, by means of
appropriate incentives to achieve long-range goals (iii) provide incentive
compensation opportunities that are competitive with those of other similar
companies. A further purpose of the Plan is to provide individuals with
additional incentive and reward opportunities designed to enhance the
profitable growth of the Company over the long term. Accordingly, the Plan
provides for granting Incentive Stock Options, options which do not
constitute Incentive Stock Options, Stock Appreciation Rights, Restricted
Stock Awards, Performance Share Awards, Stock Value Equivalent Awards, or any
combination of the foregoing, is as best suited to the circumstances of the
particular employees as provided herein.
II. DEFINITIONS
The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:
(a) "Award" means, individually or collectively, any Option, Stock
Appreciation Right, Restricted Stock Award, or Performance Share Award
or Stock Value Equivalent Award.
(b) "Board" means the board of directors of 2-Infinity.com.
(c) "Change of Control" means, for the purposes of Clause (B) of
Paragraph (e) of Article XII and Clause (B) of Paragraph (f) of Article
XII, the amount determined in Clause (i), (ii) or (iii), whichever is
applicable, as follows: (i) the per share price offered to stockholders
of the Company in any merger, consolidation, sale of assets or
dissolution transaction, (ii) the price per share offered to
stockholders of the Company in any tender offer or exchange offer
whereby a Corporate Change takes place or (iii) if a Corporate Change
occurs other than as described in Clause (i) or Clause (ii), the fair
market value per share determined by the Committee as of the date
determined by the Committee to be the date of cancellation and surrender
of an Option or Stock Appreciation Right. If the consideration offered
to stockholders of the Company in any transaction described in this
Paragraph or Paragraphs (d) and (e) of Article XII consists of anything
other than cash, the Committee shall determine the fair cash equivalent
of the portion of the consideration offered which is other than cash.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any Section of the Code shall be deemed to
include any amendments or successor provisions to such Section and any
regulations under such Section.
(e) "Committee" means the committee selected by the Board to
administer the Plan in accordance with Paragraph (a) of Article IV of
the Plan.
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(f) "Common Stock" means the common stock, no par value, of
2-Infinity.com
(g) "Company" means 2-Infinity.com.
(h) "Corporate Change" means one of the following events: (i)
the merger, consolidation or other reorganization of the Company in
which the outstanding Common Stock is converted into or exchanged for a
different class of securities of the Company, a class of securities of
any other issuer (except a direct or indirect wholly-owned subsidiary
of the Company), cash or other property; (ii) the sale, lease or
exchange of all or substantially all of the assets of the Company to
any other corporation or entity (except a direct or indirect
wholly-owned subsidiary of the Company); (iii) the adoption by the
stockholders of the Company of a plan of liquidation and dissolution;
(iv) the acquisition (other than acquisition pursuant to any other
clause of this definition) by any person or entity, including without
limitation a "group" as contemplated by Section 13(d)(3) of the
Exchange Act, of beneficial ownership, as contemplated by such Section,
of more than twenty percent (based on voting power) of the Company's
outstanding capital stock; or (v) as a result of or in connection with
a contested election of directors, the persons who were directors of
the Company before such election shall cease to constitute a majority
of the Board.
(i) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(j) "Fair Market Value" means, as of any specified date, the
closing price of the Common Stock on the NASDAQ Stock Exchange (or, if
the Common Stock is not listed on such exchange, such other national
securities exchange on which the Common Stock is then listed) on that
date, or if no prices are reported on that date, on the last preceding
date on which such prices of the Common Stock are so reported. If the
Common Stock is not then listed on any national securities exchange but
is traded over the counter at the time a determination of its Fair
Market Value is required to be made hereunder, its Fair Market Value
shall be deemed to be equal to the average between the reported high and
low sales prices of Common Stock on the most recent date on which Common
Stock was publicly traded. If the Common Stock is not publicly traded at
the time a determination of its value is required to be made hereunder,
the determination of its Fair Market Value shall be made by the
Committee in such manner as it deems appropriate.
(k) "Holder" means an individual of the Company who has been
granted an Award.
(l) "Incentive Stock Option" means an Option within the
meaning of Section 422 of the Code.
(m) "Option" means an Award granted under Article VII of the Plan
and includes both Incentive Stock Options to purchase Common Stock and
Options which do not constitute Incentive Stock Options to purchase
Common Stock.
(n) "Option Agreement" means a written agreement between the
Company and an individual with respect to an Option.
(o) "Optionee" means an individual who has been granted an option.
(p) "Parent Corporation" shall have the meaning set forth in
Section 424(e) of the Code.
(q) "Performance Share Award" means an Award granted under
Article X of the Plan.
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<PAGE>
(r) "Plan" means the 2-Infinity.com 2000 Long-Term Incentive Plan.
(s) "Restricted Stock Award" means an Award granted under
Article IX of the Plan.
(t) "Rule 16b-3" means Rule 16b-3 of the general Rules and
Regulations of the Securities and Exchange Commission under the Exchange
Act, as such rule is currently in effect or as hereafter modified or
amended.
(u) "Spread" means, in the case of a Stock Appreciation Right, an
amount equal to the excess, if any, of the Fair Market Value of a share
of Common Stock on the date such right is exercised over the exercise
price of such Stock Appreciation Right.
(v) "Stock Appreciation Right" means an Award granted under
Article VIII of the Plan.
(w) "Stock Appreciation Rights Agreement" means a written
agreement between the Company and an individual with respect to an Award
of Stock Appreciation Rights.
(x) "Stock Value Equivalent Award" means an Award granted
under Article XI of the Plan.
(y) "Subsidiary" means a company (whether a corporation,
partnership, joint venture or other form of entity) in which the
Company, or a corporation in which the Company owns a majority of the
shares of capital stock, directly or indirectly, owns a greater than
twenty percent equity interest, except with respect to the issuance of
Incentive Stock Options the term "Subsidiary" shall have the same
meaning as the term "subsidiary corporation" as defined in Section
424(f) of the Code.
III. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective upon the date of its adoption by the
Board, provided the Plan is approved by the stockholders of the Company
within twelve months thereafter and on or prior to the date of the first
annual meeting of stockholders of the Company held subsequent to the
acquisition of an equity security by a Holder hereunder for which exemption
is claimed under Rule 16b-3. Notwithstanding any provision of the Plan or in
any Option Agreement or Stock Appreciation Rights Agreement, no Option or
Stock Appreciation Right shall be exercisable prior to such stockholder
approval. No further Awards may be granted under the Plan after ten years
from the date the Plan is adopted by the Board. Subject to the provisions of
Article XIII, the Plan shall remain in effect until all Options and Stock
Appreciation Rights granted under the Plan have been exercised or expired by
reason of lapse of time, all restrictions imposed upon Restricted Stock
Awards have lapsed and all Performance Share Awards and Stock Value
Equivalent Awards have been satisfied.
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<PAGE>
IV. ADMINISTRATION
(a) COMPOSITION OF COMMITTEE. The Plan shall be administered by a
committee which shall be (i) appointed by the Board and (ii) constituted
so as to permit the Plan to comply with Rule 16b-3.
(b) POWERS. The Committee shall have sole authority, in its
discretion, to determine which individuals shall receive an Award, the
time or times when such Award shall be made, whether an Incentive Stock
Option, nonqualified Option or Stock Appreciation Right shall be
granted, the number of shares of Common Stock which may be issued under
each Option, Stock Appreciation Right and Restricted Stock Award, and
the value of each Performance Share Award and Stock Value Equivalent
Award. In making such determinations the Committee may take into account
the nature of the services rendered by the respective individuals their
present and potential contribution to the Company's success and such
other factors as the Committee in its discretion shall deem relevant.
(c) ADDITIONAL POWERS. The Committee shall have such additional
powers as are delegated to it by the other provisions of the Plan.
Subject to the express provisions of the Plan, the Committee is
authorized to construe the Plan and the respective agreements executed
thereunder, to prescribe such rules and regulations relating to the Plan
as it may deem advisable to carry out the Plan, and to determine the
terms, restrictions and provisions of each Award, including such terms,
restrictions and provisions as shall be requisite in the judgement of
the Committee to cause designated Options to qualify as Incentive Stock
Options, and to make all other determinations necessary or advisable for
administering the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in any agreement relating to
an Award in the manner and to the extent it shall deem expedient to
carry it into effect. The determinations of the Committee on the matters
referred to in this Article IV shall be conclusive.
V. GRANT OF OPTIONS, STOCK APPRECIATION RIGHTS,
RESTRICTED STOCK AWARDS, PERFORMANCE SHARE AWARDS AND STOCK VALUE
EQUIVALENT AWARDS, SHARES SUBJECT TO THE PLAN
(a) AWARD LIMITS. The Committee may from time to time grant Awards
to one or more individuals determined by it to be eligible for
participation in the Plan in accordance with the provisions of Article
VI. The aggregate number of shares of Common Stock that may be issued
under the Plan shall not exceed 30,000,000 shares. Any of such shares
which remain unissued and which are not subject to outstanding Options
or Awards at the termination of the Plan shall cease to be subject to
the Plan but, until termination of the Plan, the Company shall at all
times reserve a sufficient number of shares to meet the requirements of
the Plan. Shares shall be deemed to have been issued under the Plan only
to the extent actually issued and delivered pursuant to an Award. To the
extent that an Award lapses or the rights of its Holder terminate or the
Award is paid in cash, any shares of Common Stock subject to such Award
shall again be available for the grant of an Award. The aggregate number
of shares which may be issued under the Plan shall be subject to
adjustment in the same manner as provided in Article XII with respect to
shares of Common Stock subject to Options then outstanding. Separate
stock certificates shall be issued by the Company for those shares
acquired pursuant to the exercise of an Incentive Stock Option and for
those shares acquired pursuant to the exercise of any Option which does
not constitute an Incentive Stock Option.
(b) STOCK OFFERED. The stock to be offered pursuant to the grant
of an Award may be authorized but unissued Common Stock or Common Stock
previously issued and outstanding and reacquired by the Company.
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<PAGE>
VI. ELIGIBILITY
Subject to the terms and conditions of the Plan, the Committee may
determine and designate, from time to time individuals who will be granted
Awards under the Plan. An Award made pursuant to the Plan may be granted on more
than one occasion to the same person, and such Award may include an Incentive
Stock Option if such individual is an employee of the Company, an Option which
is not an Incentive Stock Option, an Award of Stock Appreciation Rights, a
Restricted Stock Award, a Performance Share Award, a Stock Value Equivalent
Award or any combination thereof. Each Award shall be evidenced by a written
instrument duly executed by or on behalf of the Company.
VII. STOCK OPTIONS
(a) STOCK OPTION AGREEMENT. Each Option shall be evidenced by an
Option Agreement between the Company and the Optionee which shall
contain such terms and conditions as may be approved by the Committee.
The terms and conditions of the respective Option Agreements need not be
identical. Specifically, an Option Agreement may provide for the payment
of the option price, in whole or in part, by the delivery of a number of
shares of Common Stock (plus cash if necessary) having a Fair Market
Value equal to such option price. Each Option Agreement shall provide
that the Option may not be exercised earlier than six months from the
date of grant and shall specify the effect of termination of employment
of the exercisability of the Option.
(b) OPTION PERIOD. The term of each Option shall be as specified
by the Committee at the date of grant.
(c) LIMITATIONS ON EXERCISE OF OPTION. An Option shall be
exercisable in whole or in such installments and at such times as
determined by the Committee.
(d) SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. To the extent
that the aggregate Fair Market Value (determined at the time the
respective Incentive Stock Option is granted) of Common Stock with
respect to which Incentive Stock Options are exercisable for the first
time by an individual during any calendar year under all incentive stock
option plans of the Company and its Parent Corporation and Subsidiaries
exceeds $100,000, such excess Incentive Stock Options shall be treated
as Options which do not constitute Incentive Stock Options. The
Committee shall determine, in accordance with applicable provisions of
the Code, Treasury Regulations and other administrative pronouncements,
which of an Optionee's Incentive Stock Options will not constitute
Incentive Stock Options because of such limitation and shall notify the
Optionee of such determination as soon as practicable after such
determination. No Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual owns
stock possessing more than 10% of the total combined voting power of the
total combined voting power of all classes of stock of the Company or of
its Parent Corporation or a Subsidiary, within the meaning of Section
422(b)(6) of the Code, unless (i) at the time such Option is granted the
Option price is at least 110% of the Fair Market Value of the Common
Stock subject to the Option and (ii) such Option by its terms is not
exercisable after the expiration of five years from the date of grant.
(e) OPTION PRICE. The purchase price of Common Stock issued under
each Option shall be determined by the Committee, but such purchase
price shall, in the case of Incentive Stock Options, not be less than
the Fair Market Value of Common Stock subject to the Option on the date
the Option is granted.
(f) OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED
BY OTHER CORPORATIONS. Options and Stock Appreciation Rights may be
granted under the Plan from time to time in substitution for stock
options held by employees of corporations who become, or who became
prior to the effective
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<PAGE>
date of the Plan, employees of the Company or of any Subsidiary as a
result of a merger or consolidation of the employing corporation with
the Company or such Subsidiary, or the acquisition by the Company or a
Subsidiary of all or a portion of the assets of the employing
corporation, or the acquisition by the Company or a Subsidiary
of stock of the employing corporation with the result that such
employing corporation becomes a Subsidiary.
VIII. STOCK APPRECIATION RIGHTS
(a) STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is the
right to receive an amount equal to the Spread with respect to a share
of Common Stock upon the exercise of such Stock Appreciation Right.
Stock Appreciation Rights may be granted in connection with the grant of
an Option, in which case the Option Agreement will provide that exercise
of Stock Appreciation Rights will result in the surrender of the right
to purchase the shares under the Option as to which the Stock
Appreciation Rights were exercised. Alternatively, Stock Appreciation
Rights may be granted independently of Options in which case each Award
of Stock Appreciation Rights shall be evidenced by a Stock Appreciation
Rights Agreement between the Company and the Holder which shall contain
such terms and conditions as may be approved by the Committee. The terms
and conditions of the respective Stock Appreciation Rights Agreements
need not be identical. The Spread with respect to a Stock Appreciation
Right may be payable either in cash, shares of Common Stock with a Fair
Market Value equal to the Spread or in a combination of cash and shares
of Common Stock. With respect to Stock Appreciation Rights that are
subject to Section 16 of the Exchange Act, however, the Committee shall,
except as provided in Paragraphs (e) and (f) of Article XII, retain sole
discretion (i) to determine the form in which payment of the Stock
Appreciation Right will be made (i.e., cash, securities or any
combination thereof) or (ii) to approve an election by a Holder to
receive cash in full or partial settlement of Stock Appreciation Rights.
Upon the exercise of any Stock Appreciation Rights granted hereunder,
the number of shares reserved for issuance under the Plan shall be
reduced only to the extent that shares of Common Stock are actually
issued in connection with the exercise of such Right. Each Stock
Appreciation Rights Agreement shall provide that the Stock Appreciation
Rights may not be exercised earlier than six months from the date of
grant and shall specify the effect of termination of employment on the
exercisability of the Stock Appreciation Rights.
(b) EXERCISE PRICE. The exercise price of each Stock Appreciation
Right shall be determined by the Committee, but such exercise price
shall not be less than the Fair Market Value of a share of Common Stock
on the date the Stock Appreciation Right is granted.
(c) EXERCISE PERIOD. The term of each Stock Appreciation Right
shall be as specified by the Committee at the date of grant.
(d) LIMITATIONS ON EXERCISE OF STOCK APPRECIATION RIGHT. A Stock
Appreciation Right shall be exercisable in whole or in such installments
and at such times as determined by the Committee.
IX. RESTRICTED STOCK AWARDS
(a) RESTRICTED PERIOD TO BE ESTABLISHED BY THE COMMITTEE. At the
time a Restricted Stock Award is made, the Committee shall establish a
period of time (the "Restriction Period") applicable to such Award. Each
Restricted Stock Award may have a different Restriction Period, in the
discretion of the Committee. The Restriction Period applicable to a
particular Restricted Stock Award shall not be changed except as
permitted by Paragraph (b) of this Article or by Article XII.
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(b) OTHER TERMS AND CONDITIONS. Common Stock awarded pursuant to a
Restricted Stock Award shall be represented by a stock certificate
registered in the name of the Holder of such Restricted Stock Award or,
at the option of the Company, in the name of a nominee of the Company.
The Holder shall have the right to receive dividends during the
Restriction Period, to vote the Common Stock subject thereto and to
enjoy all other stockholder rights, except that (i) the Holder shall not
be entitled to possession of the stock certificate until the Restriction
period shall have expired, (ii) the Company shall retain custody of the
stock during the Restriction Period, (iii) the Holder may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the
stock during the Restriction Period and (iv) a breach of the terms and
conditions established by the Committee pursuant to the Restricted Stock
Award shall cause a forfeiture of the Restricted Stock Award. At the
time of such Award, the Committee may, in its sole discretion, prescribe
additional terms, conditions or restrictions relating to Restricted
Stock Awards, including, but not limited to, rules pertaining to the
termination of employment (by retirement, disability, death or
otherwise) of a Holder prior to expiration of the Restriction Period.
(c) PAYMENT FOR RESTRICTED STOCK. A Holder shall not be required
to make any payment for Common Stock received pursuant to a Restricted
Stock Award, except to the extent otherwise required by law and except
that the Committee may, in its discretion, charge the Holder an amount
in cash not in excess of the par value of the shares of Common Stock
issued under the Plan to the Holder.
(d) MISCELLANEOUS. Nothing in this Article shall prohibit the
exchange of shares issued under the Plan (whether or not then subject to
a Restricted Stock Award) pursuant to a plan of reorganization for stock
or securities in the Company or another corporation a party to the
reorganization, but the stock or securities so received for shares then
subject to the restrictions of a Restricted Stock Award shall become
subject to the restrictions of such Restricted Stock Award. Any shares
of stock received as a result of a stock split or stock dividend with
respect to shares then subject to a Restricted Stock Award shall also
become subject to the restrictions of the Restricted Stock Award.
X. PERFORMANCE SHARE AWARDS
(a) PERFORMANCE PERIOD. The Committee shall establish, with
respect to and at the time of each Performance Share Award, a
performance period over which the performance applicable to the
Performance Share Award of the Holder shall be measured.
(b) PERFORMANCE SHARE AWARDS. Each Performance Share Award may
have a maximum value established by the Committee at the time of such
Award.
(c) PERFORMANCE MEASURES. A Performance Share Award may be awarded
to an employee contingent upon future performance of the employee, the
Company or any Subsidiary, division or department thereof by or in which
he is employed during the performance period, the Fair Market Value of
Common Stock or the increase thereof during the performance period,
combinations thereof, or such other provisions are the Committee may
determine to be appropriate. The Committee shall establish the
performance measures applicable to such performance prior to the
beginning of the performance period but subject to such later revisions
as the Committee shall deem appropriate to reflect significant,
unforeseen events or changes.
(d) AWARDS CRITERIA. In determining the value of Performance Share
Awards, the Committee may take into account an employee's responsibility
level, performance, potential, other Awards and such other
considerations as it deems appropriate.
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(e) PAYMENT. Following the end of the performance period, the
Holder of a Performance Share Award shall be entitled to receive payment
of an amount, not exceeding the maximum value of the Performance Share
Award, if any, based on the achievement of the performance measures for
such performance period, as determined by the Committee in its sole
discretion. Payment of a Performance Share Award (i) may be made in
cash, Common Stock or a combination thereof, as determined by the
Committee in its sole discretion, (ii) shall be made in a lump sum or in
installments as prescribed by the Committee in its sole discretion and
(iii) to the extent applicable, shall be based on the Fair Market Value
of the Common Stock on the payment date. If a payment of cash is to be
made on a deferred basis, the Committee shall establish whether interest
shall be credited, the rate thereof and any other terms and conditions
applicable thereto.
(f) TERMINATION OF EMPLOYMENT. The Committee shall determine the
effect of termination of employment during the performance period on an
employee's Performance Share Award
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XI. STOCK VALUE EQUIVALENT AWARD
(a) STOCK VALUE EQUIVALENT AWARDS. Stock Value Equivalent Awards
are rights to receive an amount equal to the Fair Market Value of shares
of Common Stock or rights to receive an amount equal to any appreciation
or increase in the Fair Market Value of Common Stock over a specified
period of time, which vest over a period of time as established by the
Committee, without payment of any amounts by the Holder thereof (except
to the extent otherwise required by law) or satisfaction of any
performance criteria or objectives. Each Stock Value Equivalent Award
may have a maximum value established by the Committee at the time of
such Award.
(b) AWARD PERIOD. The Committee shall establish, with respect to
and at the time of each Stock Value Equivalent Award, a period over
which the Award shall vest with respect to the Holder.
(c) AWARDS CRITERIA. In determining the value of Stock Value
Equivalent Awards, the Committee may take into account an employee's
responsibility level, performance, potential, other Awards and such
other considerations as it deems appropriate.
(d) PAYMENT. Following the end of the determined period for a
Stock Value Equivalent Award, the Holder of a Stock Value Equivalent
Award shall be entitled to receive payment of an amount, not exceeding
the maximum value of the Stock Value Equivalent Award, if any, based on
the then vested value of the Award. Payment of a Stock Value Equivalent
Award (i) shall be made in cash, (ii) shall be made in a lump sum or in
installments as prescribed by the Committee in its sole discretion and
(iii) shall be based on the Fair Market Value of the Common Stock on the
payment date. Cash dividend equivalents may be paid during, or may be
accumulated and paid at the end of, the determined period with respect
to a Stock Value Equivalent Award, as determined by the Committee. If
payment of cash is to be made on a deferred basis, the Committee shall
establish whether interest shall be credited, the rate thereof and any
other terms and conditions applicable thereto.
(e) TERMINATION OF EMPLOYMENT. The Committee shall determine the
effect of termination of employment during the applicable vesting period
of an employee's Stock Value Equivalent Award.
XII. RECAPITALIZATION OR REORGANIZATION
(a) Except as hereinafter otherwise provided, Options, Stock
Appreciation Rights, Restricted Stock Awards, Performance Share Awards,
Stock Value Equivalent Awards and any agreements evidencing such Awards
shall be subject to adjustment by the Committee at its discretion as to
the number and price of shares of Common Stock or other consideration
subject to such Awards in the event of changes in the outstanding Common
Stock by reason of stock dividends, stock splits, recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges or
other relevant changes in capitalization occurring after the date of the
grant of any such Options or Awards.
(b) The existence of the Plan and the Awards granted hereunder
shall not affect in any way the right or power of the Board or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the
Company, any issue of debt or equity securities having any priority or
preference with respect to or affecting Common Stock or the rights
thereof, the dissolution or liquidation of the Company or any sale,
lease, exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding.
(c) The shares with respect to which Options may be granted are
shares of Common Stock as presently constituted but if, and whenever,
prior to the expiration of an Option theretofore granted,
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the Company shall effect a subdivision or consolidation of shares of
Common Stock or the payment of a stock dividend on Common Stock without
receipt of consideration by the Company, the number of shares of Common
Stock with respect to which such Option may thereafter be exercised
(i) in the event of an increase in the number of outstanding shares
shall be proportionately reduced, and (ii) in the event of a reduction
in the number of outstanding shares shall be proportionately reduced,
and the purchase price per share shall be proportionately increased.
(d) If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an Option theretofore granted
the Optionee shall be entitled to purchase under such Option, in lieu of
the number of shares of Common Stock as to which such Option shall then
be exercisable, the number and class of shares of stock and securities,
and the cash and other property to which the Optionee would have been
entitled pursuant to the terms of the recapitalization if, immediately
prior to such recapitalization, the Optionee had been the holder of such
record of the number of shares of Common Stock then covered by such
Option.
(e) In the event of a Corporate Change, then no later than (i) two
business days prior to any Corporate Change referenced in Clause (i),
(ii), (iii) or (v) of the definition thereof or (ii) ten business days
after any Corporate Change referenced in Clause (iv) of the definition
thereof, the Committee, acting in its sole discretion without the
consent or approval of any Optionee, shall act to effect one or more of
the following alternatives with respect to outstanding Options which
acts may vary among individual Optionees and, with respect to acts taken
pursuant to Clause (i) above, may be contingent upon effectuation of the
Corporate change: (A) accelerate the time at which Options then
outstanding may be exercised so that such Options may be exercised in
full for a limited period of time on or before a specified date (before
or after such Corporate Change) fixed by the Committee, after which
specified date all unexercised Options and all rights of Optionees
thereunder shall terminate, (B) require the mandatory surrender to the
Company by selected Optionees of some or all of the outstanding Options
held by such Optionees (irrespective of whether such Options are then
exercisable under the provisions of the Plan) as of a date (before or
after such Corporate Change) specified by the Committee, in which event
the Committee shall thereupon cancel such Options and pay to each
Optionee an amount of cash per share equal to the excess, if any, of the
Change of Control Value of the shares subject to such Option over the
exercise price(s) under such Options for such shares, (C) make such
adjustments to Options then outstanding as the Committee deems
appropriate to reflect such Corporate Change (provided, however, that
the Committee may determine in its sole discretion that no adjustment is
necessary to Options then outstanding) or (D) provide that thereafter
upon any exercise of an Option theretofore granted the Optionee shall be
entitled to purchase under such Option, in lieu of the number of shares
of Common Stock as to which such Option shall then be exercisable, the
number and class of shares of stock or other securities or property
(including, without limitation, cash) to which the Optionee would have
been entitled pursuant to the terms of the agreement of merger,
consolidation or sale of assets or plan of liquidation and dissolution
if, immediately prior to such merger, consolidation or sale of assets or
any distribution in liquidation and dissolution of the Company, the
Optionee had been the holder of record of the number of shares of Common
Stock then covered by such Option.
(f) In the event of a Corporate Change, then no later than (i) two
business days prior to any Corporate Change referenced in Clause (i),
(ii), (iii) or (v) of the definition thereof or (ii) ten business days
after any Corporate Change referenced in Clause (iv) of the definition
thereof, the Committee, acting in its sole discretion without the
consent or approval of any Holder of a Stock Appreciation Right, shall
effect one or more of the following alternatives with respect to
outstanding Stock Appreciation Rights which acts may vary among
individual Holders, may vary among Stock Appreciation Rights held by
individual Holders and, with respect to acts taken pursuant to Clause
(ii) above, may be contingent upon effectuation of the Corporate Change:
(A) accelerate the time at which
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Stock Appreciation Rights then outstanding may be exercised so that
such Stock Appreciation Rights may be exercised in full for a limited
period of time on or before a specified date (before or after such
Corporate Change) fixed by the Committee, after which specified date
all unexercised Stock Appreciation Rights and all rights of Holders
thereunder shall terminate, (B) require the mandatory surrender to the
Company by selected Holders of Stock Appreciation Rights of some or all
of the outstanding Stock Appreciation Rights held by such Holders
(irrespective of whether such Stock Appreciation Rights are then
exercisable under the provisions of the Plan) as of a date (before or
after such Corporate Change) specified by the Committee, in which event
the Committee shall thereupon cancel such Stock Appreciation Rights and
pay to each Holder an amount of cash equal to the Spread with respect
to such Stock Appreciation Rights with the Fair Market Value of the
Common Stock at such time to be deemed to be the Change of Control
Value or (C) make such adjustments to Stock Appreciation Rights then
outstanding as the Committee deems appropriate to reflect such
Corporate Change (provided, however, that the Committee may determine
in its sole discretion that no adjustment is necessary to Stock
Appreciation Rights then outstanding).
(g) Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into
shares of stock of any class, for cash, property, labor or services,
upon direct sale, upon the exercise of rights or warrants to subscribe
therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of shares of
Common Stock subject to Options or Stock Appreciation Rights theretofore
granted, the purchase price per share of Common Stock subject to Options
or the calculation of the Spread with respect to Stock Appreciation
Rights.
(h) Plan provisions to the contrary notwithstanding, with respect
to any Stock Value Equivalent Awards which have been approved but which
are unpaid at the time a Corporate Change occurs, the Committee may, in
its sole discretion, provide (i) for full vesting of such Awards as of
the date of such Corporate Change and (ii) for payment of the then value
of such Awards as soon as administratively feasible following the
Corporate Change with the value of such Awards to be based on the Change
of Control Value of the Common Stock.
(i) Plan provisions to the contrary notwithstanding, with respect
to any Performance Share Awards which have been approved but which are
unpaid at the time a Corporate Change occurs, the Committee may, in its
sole discretion, provide (i) for full vesting of such Awards as of the
date of such Corporate Change, (ii) for payment of the then value of
such Awards as soon as administratively feasible following the Corporate
Change, with the value of such Awards to be based, to the extent
applicable, on the Change of Control Value of the Common Stock, (iii)
that any provisions in Awards regarding forfeiture of unpaid Awards
shall not be applicable from and after a Corporate Change with respect
to Awards made prior to such Corporate Change and (iv) that all
performance measures applicable to unpaid Awards at the time of a
Corporate Change shall be deemed to have been satisfied in full during
the performance period upon the occurrence of such Corporate Change.
(j) Plan provisions to the contrary notwithstanding, with respect
to any Restricted Stock Awards outstanding at the time a Corporate
Change occurs, the Committee may, in its sole discretion, provide (i)
for full vesting of all Common Stock awarded to the Holders pursuant to
such Restricted Stock Awards as of the date of such Corporate Change and
(ii) that all restrictions applicable to such Restricted Stock Award
shall terminate as of such date.
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XIII. AMENDMENT OR TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan or alter or amend the
Plan or any part thereof from time to time; provided that no change in any Award
therefore granted may be made which would impair the rights of the Holder
without the consent of the Holder, and provided further, that the Board may not,
without approval of the Stockholders, amend the Plan:
(a) to increase the aggregate number of shares which may be
issued pursuant to the provisions of the Plan on exercise or
surrender of Options or Stock Appreciation Rights or
pursuant to Restricted Stock Awards or Performance Share
Awards, except as provided in Article XII;
(b) to change the minimum Option price;
(c) to change the class of individuals eligible to receive
Awards or increase materially the benefits accruing to
individuals under the Plan;
(d) to extend the maximum period during which Awards may be
granted under the Plan;
(e) to modify materially the requirements as to eligibility for
participation in the Plan; or
(f) to decrease any authority granted to the Committee hereunder
in contravention of Rule 16b-3.
XIV. OTHER
(a) NO RIGHT TO AN AWARD. Neither the adoption of the Plan nor any
action of the Board or of the Committee shall be deemed to give an
individual any right to be granted an Option to purchase Common Stock, a
Stock Appreciation Right, a right to a Restricted Stock Award or a right
to a Performance Share Award or Stock Value Equivalent Award or any
other rights hereunder except as may be evidenced by an Award or by an
Option Agreement duly executed on behalf of the Company, and then only
to the extent of and on the terms and conditions expressly set forth
therein. The Plan shall be unfunded. The Company shall not be required
to establish any special or separate fund or to make any other
segregation of funds or assets to assure the payment of any Award.
(b) NO EMPLOYMENT RIGHTS CONFERRED. Nothing contained in the Plan
or in any Award made hereunder shall (i) confer upon any employee any
right with respect to continuation of employment with the Company or any
Subsidiary or (ii) interfere in any way with the right of the Company or
any Subsidiary to terminate his or her employment at any time.
(c) OTHER LAWS; WITHHOLDING. The Company shall not be obligated to
issue any Common Stock pursuant to any Award granted under the Plan at
any time when the offering of the shares covered by such Award has not
been registered under the Securities Act of 1933 and such other state
and federal laws, rules or regulations as the Company or the Committee
deems applicable and, in the opinion of legal counsel for the Company,
there is no exemption from the registration requirements of such laws,
rules or regulations available for the issuance and sale of such shares.
No fractional shares of Common Stock shall be delivered, nor shall any
cash in lieu of fractional shares be paid. The Company shall have the
right to deduct in connection with all Awards any taxes required by law
to be withheld and to require any payments necessary to enable it to
satisfy its withholding obligations. The Committee may permit the Holder
of an Award to elect to surrender, or authorize the Company to withhold,
shares of Common Stock (valued at their Fair Market Value on the date of
surrender or withholding of such shares) in satisfaction of the
Company's withholding obligation, subject to such restrictions as the
Committee deems necessary to satisfy the requirements of Rule 16b-3.
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(d) NO RESTRICTION OF CORPORATE ACTION. Nothing contained in the
Plan shall be construed to prevent the Company or any Subsidiary from
taking any corporate action which is deemed by the Company or such
Subsidiary to be appropriate or in its best interest, whether or not
such action would have an adverse effect on the Plan or any Award made
under the Plan. No employee, beneficiary or other person shall have any
claim against the Company or any Subsidiary as a result of such action.
(e) RESTRICTIONS ON TRANSFER. An Award shall not be transferable
otherwise than by will or the laws of the descent and distribution and
shall be exercisable during the lifetime of the Holder only by such
Holder or the Holder's guardian or legal representative. The Option
Agreement, Stock Appreciation Rights Agreement or other written
instrument evidencing an Award shall specify the effect of the death of
the Holder on the Award.
(f) RULE 16b-3. It is intended that the Plan and any grant of an
Award made to a person subject to Section 16 of the Exchange Act meet
all of the requirements of Rule 16b-3. If any provisions of the Plan or
any such Award would disqualify the Plan or such Award under, or would
otherwise not comply with Rule 16b-3, such provision or Award shall be
construed or deemed amended to conform to Rule 16b-3.
(g) GOVERNING LAW. The provisions of this Plan shall be governed
by and interpreted in accordance with the laws of the State of Colorado.
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REVOCABLE PROXY
2-INFINITY.COM, INC.
4828 Loop Central Drive, Suite 150, Houston, Texas 77081
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Majed M. Jalali and Patrick Cody
Morgan, or either of them, with full power of substitution, as proxies of the
undersigned, with all the powers that the undersigned would possess if
personally present to cast all votes that the undersigned would be entitled to
vote at the Annual Meeting of Shareholders of 2-Infinity.com, Inc. (the
"Company") to be held on August 25, 2000, at the executive offices of the
Company at 4828 Loop Central Drive, Suite 150, Houston, Texas 77081, at 10:00
a.m. local time, and any and all adjournments or postponements thereof, with
respect to the following matters described in the accompanying Proxy Statement
and, in their discretion, on other matters which come before the meeting:
1. To approve the amendment of the Company's Articles of Incorporation
to change the Company's name to 2-Infinity, Inc.:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To elect five directors:
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY
(Except as indicated to the contrary below)
Nominees: Majed M. Jalali, Patrick Cody Morgan, Kelly E. Nispel, Scott E. Smith
and Michael L. Omer
Instructions: To withhold authority to vote for any individual nominee
or nominees, write their names here:
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3. To ratify and approve the 2000 Long-Term Incentive Plan:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To ratify and approve the appointment of Mann Frankfort Stein
& Lipp as the Company's independent auditors for the fiscal
year ending December 31, 2000:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof. This
proxy will be voted at the Annul Meeting of Shareholders or
any adjournment or postponement thereof as specified. If no
specifications are made, this Proxy will be voted FOR
Proposals No. 1 through 4. This proxy hereby revokes all prior
proxies given with respect to the shares of the undersigned.
Date _________________________, 2000
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(Signature)
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(Please print your name)
<PAGE>
Please sign name as fully and exactly as it appears opposite. When
signing in a fiduciary or representative capacity, please give full title as
such. When more than one owner, each owner should sign. Proxies executed by a
corporation should be signed in full corporate name by a duly authorized
officer. If a partnership, please sign in partnership name by an authorized
person.
PLEASE MARK, SIGN, DATE AND MAIL TO THE COMPANY
AT THE ADDRESS STATED ON THE RETURN ENVELOPE
