WARPRADIO.COM, INC.
6335 South Dayton Street, Suite 3000
Greenwood Village, CO 80111
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 13, 2000
To the shareholders of Warpradio.com, Inc.:
The Annual Meeting of the shareholders of Warpradio.com, Inc. (the
"Company") will be held at the Company's executive offices, 6335 South Dayton
Street, Suite 3000, Greenwood Village, CO 80111, at 10:00 A.M. on June 13, 2000,
or at any adjournment or postponement thereof, for the following purposes:
1. To elect one director of the Company; and
2. To transact such other business as may properly come before the
meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. All shareholders of record of the Company as of the close of business
on May 5, 2000 will be entitled to notice of and to vote at such meeting or at
any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Denise A. Sutton
--------------------
Denise A. Sutton
Secretary
May 8, 2000
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PROXY STATEMENT
WARPRADIO.COM, INC.
6335 South Dayton Street, Suite 3000
Greenwood Village, CO 80111
Telephone: (407) 566-2493
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 13, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Warpradio.com, Inc. (the "Company"), a
Nevada corporation, of $.001 par value Common Stock to be voted at the Annual
Meeting of Shareholders of the Company ("Annual Meeting") to be held at 10:00
A.M. on June 13, 2000, or at any adjournment or postponement thereof. The
Company anticipates that this Proxy Statement and the accompanying form of proxy
will be first mailed or given to all shareholders of the Company on or about May
8, 2000. The shares represented by all proxies that are properly executed and
submitted will be voted at the meeting in accordance with the instructions
indicated thereon. Unless otherwise directed, votes will be cast for the
election of the nominee for director hereinafter named. The holders of a
majority of the shares represented at the Annual Meeting in person or by proxy
will be required to elect the director and approve any other proposed matters.
Any shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Annual Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out of pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on May 5, 2000 has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. On the record date, there were outstanding 10,228,795 shares of Common
Stock, each share of which Common Stock entitles the holder thereof to one vote
on each matter which may come before the Annual Meeting. Cumulative voting for
directors is not permitted.
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A majority of the issued and outstanding shares entitled to vote,
represented at the meeting in person or by proxy, constitutes a quorum at any
shareholders' meeting. Under Nevada law, if you choose, your abstention or
withholding of a vote on any matter will be treated as a Ano@ vote for
determining whether approval of each proposal has been obtained, provided that
if a quorum is present, abstentions and withholding of a vote will have no
effect on the voting for the election of directors.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
ownership of the Company's Common Stock as of the date of this Report, by (I)
each person who is known by the Company to own of record or beneficially more
than 5% of the Company's Common Stock, (ii) the Company's director and (iii) the
director and all officers of the Company as a group. Unless otherwise indicated,
the stockholders listed in the table have sole voting and investment powers with
respect to the shares of Common Stock and their addresses are in care of the
Company. Shareholdings include shares issuable under stock options exercisable
within 60 days from the date of this Report.
Number of Shares Percentage
Name Beneficially Owned of Class
---- ------------------ --------
Denise A. Sutton 6,569,500 (1) 63.0%
The director and all officers
as a group (3 persons) 6,769,500 (1) 64.3%
(1) Includes 75,000 stock options held by Ms. Sutton's husband, John W. Sutton.
Ms. Sutton disclaims any beneficial ownership of the stock options held by Mr.
Sutton.
ELECTION OF DIRECTOR
At the Annual Meeting, the shareholders will elect one director of the Company.
Cumulative voting is not permitted in the election of directors. In the absence
of instructions to the contrary, the person named in the accompanying proxy will
vote in favor of the election of the person named below as the Company's nominee
for director of the Company. The nominee is presently a member of the Board of
Directors. The nominee has consented to be named herein and to serve if elected.
It is not anticipated that the nominee will become unable or unwilling to accept
nomination or election, but if such should occur, the person named in the proxy
intends to vote for the her election instead of such person as the Board of
Directors of the Company may recommend.
The following table sets forth certain information regarding the nominee and
each executive officer of the Company.
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Officer/Director
Name Age Position Since
---- --- -------- -----
Denise A. Sutton 42 Chief Executive Officer, Secretary
and Director 1999
James H. Comstock 47 President and Chief Operating Officer 2000
Jo Saari Hadley 45 Vice President 1999
Directors are elected at the Company's annual meeting of shareholders and
serve a term of one year or until their successors are elected and qualified.
Officers are appointed by the Board of Directors and serve at the discretion of
the Board of Directors, subject to the Bylaws of the Company.
The principal occupation of the director and each executive officer of the
Company, for at least the past five years, is as follows:
Denise A. Sutton - Chief Executive Officer, Secretary and Director. Ms.
Sutton has served as the Company's Chief Executive Officer, Secretary and the
sole member of its Board of Directors since March 1999. From October 1995 to
February 1999, Ms. Sutton managed Webster Audio Products, Inc., a radio
production company in Greenwood Village, Colorado. Ms. Sutton served as an
internal auditor for Joslins from September 1994 to August 1996 and was a Schwab
500 Representative with Charles Schwab from January 1992 to July 1994.
James H. Comstock - President and Chief Operating Officer. Mr. Comstock has
served as the Company's President and Chief Operating Officer since January 3,
2000. From August 1998 to November 1999, Mr. Comstock served as Vice President
and General Manager Technology & Operations for RMI.Net, a Colorado-based
nationwide commerce solutions provider. Mr. Comstock was Chief Executive Officer
and a consultant for TTTeam, Inc., a Denver, Colorado, consulting company
concentrating on technology start-ups and turn-around situations, from November
1997 to July 1998. From June 1995 to November 1997, Mr. Comstock served as Chief
Technology Officer for Williams Communications Group/ITC Media Conferencing, a
national multimedia teleconferencing company. Mr. Comstock holds a B.S. in
Computer Science, a B.A. in Math and a B.A. in German from Ohio University.
Jo Saari Hadley - Vice President. Ms. Hadley has served as the Company's
Vice President since March 1999. From May 1997 to March 1999, Ms. Hadley was an
independent contractor with Webster Audio Products, Inc. Ms. Hadley founded and
operated The Well Wisher, a gift basket and balloon business in Denver, Colorado
from August 1994 to April 1997 and was a Veterinary Technician for Centaurion
Animal Hospital from January 1991 to July 1994.
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EXECUTIVE COMPENSATION
None of the Company's executive officers received compensation in excess of
$100,000 for the years ended December 31, 1998 or 1999. The following table
indicates all compensation received the by Company=s Chief Executive Officer in
1998 and 1999.
Summary Compensation Table
Annual Compensation (1)
-----------------------
(a) (e) (f)
Name and Principal (b) (c) (d) Stock Other Annual
Position Year Salary($) Bonus($) Options Compensation($)
-------- ---- --------- -------- ------- ---------------
Howard Ruff,
Former President 1999 0 0 0 0
Denise A. Sutton,
Chief Executive Officer 1999 39,000 5,000 0
STOCK OPTION PLAN
In December 1999, the Company's stockholders adopted the Company's 1999
Employee Stock Option Plan (the "Plan"). Stock options are issuable to any
officer, director, key employee or consultant of the Company.
The Company's Board of Directors initially reserved 1,000,000 shares of
Common Stock for issuance under the Plan. The Plan is administered by the full
Board of Directors, which determines which individuals shall receive stock
options, the time period during which the stock options may be exercised, the
number of shares of Common Stock that may be purchased under each stock option
and the stock option price.
No stock options may be transferred by an optionee other than by will or
the laws of descent and distribution, and during the lifetime of an optionee,
the stock option may only be exercisable by the optionee. The exercise date of a
stock option granted under the Plan cannot be later than ten years from the date
of grant. Any stock options that expire unexercised or that terminate upon an
optionee's ceasing to be employed by the Company become available once again for
issuance. Shares issued upon exercise of a stock option will rank equally with
other shares then outstanding.
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As of the date hereof, 575,000 stock options have been granted under the
Plan, exercisable at prices ranging from $1.00 to $5.00 per share, including an
aggregate of 375,000 options issued to Denise A. Sutton and James H. Comstock.
CERTAIN TRANSACTIONS
In January 1998, the Company issued 3,761 shares of Common Stock to Steven
White, a former officer of the Company, in consideration of services rendered to
the Company valued at $5,076 ($1.35 per share).
In March 1998, the Company entered into an agreement with Phoenix Ink, LLC,
a company owned by Howard Ruff, a former officer and shareholder of the Company.
Pursuant to the agreement, the Company issued 4,600,000 shares of Common Stock
to Phoenix in consideration for Phoenix purchasing the assets and assuming the
liabilities of the Company and providing the Company with $50,000 in cash.
In March 1998, the Company sold 22,227 shares of Common Stock to Phoenix
for $40,000 ($.25 per share).
In March, 1998, the Company transferred inventory, certain fixed assets,
trademarks and other intangible assets with a book value of $143,395 to William
Turnbull, a former consultant of the Company, in payment of $27,340 in accrued
wages payable resulting in a loss of $116,055.
In April 1998, the Company issued 594,444 shares of Common Stock to Phoenix
to retire $377,000 of Company debt held by Phoenix.
In August 1999, the Company sold 4,166,667 shares of Common Stock to Ken
Edwards, a former officer of the Company, for $30,000 ($.001 per share). In
connection with the Company's September 30, 1999 Agreement and Plan of
Reorganization with WARP, Mr. Edwards gratuitously reconveyed 3,666,667 shares
to the Company.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Angell & Deering, Denver, Colorado, conducted the audit of the Company's
financial statements for the year ended December 31, 1999. It is the Company's
understanding that this firm is obligated to maintain audit independence as
prescribed by the accounting profession and certain requirements of the
Securities and Exchange Commission. As a result, the directors of the Company do
not specifically approve, in advance, non-audit services provided by the firm,
nor do they consider the effect, if any, of such services on audit independence.
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PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record of the Company who desires to submit a proper
proposal for inclusion in the proxy materials relating to the next annual
meeting of shareholders must do so in writing and it must be received at the
Company's principal executive offices prior to the Company's fiscal year end.
The proponent must be a record or beneficial shareholder entitled to vote at the
next annual meeting of shareholders on the proposal and must continue to own the
securities through the date on which the meeting is held.
OTHER BUSINESS
Management of the Company is not aware of any other matters which are to be
presented to the Annual Meeting, nor has it been advised that other persons will
present any such matters. However, if other matters properly come before the
meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with her best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
/s/ Denise A. Sutton
--------------------
Denise A. Sutton
Secretary
May 8, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
TO BE HELD JUNE 13, 2000
The undersigned hereby appoints Denise A. Sutton as the lawful agent and
Proxy of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
her to represent and to vote, as designated below, all the shares of Common
Stock of Warpradio.com, Inc. held of record by the undersigned on May 5, 2000,
at the Annual Meeting of Shareholders to be held June 13, 2000, or any
adjournment or postponement thereof.
1. ELECTION OF DIRECTOR
_____ FOR the election as a director of the nominee listed below (except as
marked to the contrary below).
_____ WITHHOLD AUTHORITY to vote for the nominee listed below.
NOMINEE: Denise A. Sutton
2. In her discretion, the Proxy is authorized to vote upon any matters which may
properly come before the Annual Meeting, or any adjournment or postponement
thereof.
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF THE
DIRECTOR NAMED IN ITEM 1 ABOVE.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, 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 president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: ------------------------------------
- ---------------------------- Signature
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY
CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. ------------------------------------
Signature, if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING OF
SHAREHOLDERS. _____
