As Filed With The Securities and Exchange Commission on April 25, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MINDLOFT.COM INCORPORATED
formerly known as iNet Technology Group, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
FLORIDA 7389 59-3613365
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(State or other jurisdiction of (Primary standard industrial (IRS employer number)
incorporation or organization) classification code number)
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326 GREEN ACRES ROAD, SUITE A
FT. WALTON BEACH, FL 32547
(850) 862-1668
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ROBERT C. HACKNEY, ESQ.
HACKNEY & MILLER, P.A.
ADMIRALTY OFFICE TOWER TWO
4400 PGA BOULEVARD, SUITE 505
PALM BEACH GARDENS, FL 33410
(561) 627-0677
(Address, including zip code, and telephone number, including area code,
of agent for service)
COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO:
ROBERT C. HACKNEY, ESQ.
JOEL M. MCTAGUE, ESQ.
HACKNEY & MILLER, P.A.
ADMIRALTY OFFICE TOWER TWO
4400 PGA BOULEVARD, SUITE 505
PALM BEACH GARDENS, FL 33410
(561) 627-0677
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
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If this form is filed to register additional securities for an offering pursuant
to Rule 462 (b) under the Securities Act, check the following box and list the
Securities Act registration statement number or the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462 (d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE DOLLAR AMOUNT REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
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Common Stock 2,000,000 $12.50 $25,000,000 $6,600
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(1) Registration fee enclosed herewith. Estimated solely for purposes of
calculating the registration fee under Rule 457 (f).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
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PROSPECTUS (SUBJECT TO COMPLETION)
Issued April 25, 2000
2,000,000 SHARES
MindLoft.Com Incorporated
Offer to Exchange Common Stock
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We are offering to exchange up to 2,000,000 shares of common stock of
MindLoft.Com Incorporated for Odd Lots of less than 100 shares, and round lots
not in excess of 500 shares of common stock of the following companies:
UNUMProvident Corporation and Winn-Dixie Stores, Inc., which are sometimes
referred to jointly in this document as the "Affinity Companies." The number of
shares of the Affinity Companies will be determined by the average closing price
of the Affinity Companies' stock at closing on the day prior to the Expiration
Date, as defined below
The offer will expire at 8:00 p.m., New York City Time, on __________________,
___________, 2000.
The offer is being made on a `first come, first exchange' basis, with the offer
being limited to odd lots of less than 100 shares and round lots not in excess
of 500 shares of the stock of the Affinity Companies.
This offer is being made only to those shareholders who consent to electronic
delivery of this prospectus.
Our common stock is not yet publicly traded, and we have arbitrarily determined
the exchange price of $12.50 per share. Upon completion of this offering, we
will apply for trading on Nasdaq, and have already applied for trading on the
Chicago Stock Exchange.
The offer is also subject to certain other conditions contained in this offer to
exchange. See "Terms of the Exchange Offer."
For a discussion of certain factors that you should consider before you
participate in this exchange offer, see "Risk Factors" commencing on page ____.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
--------------------------------------
The date of this prospectus is April ___, 2000
<PAGE>
PROSPECTUS SUMMARY
Questions and Answers about the exchange offer
1. Q. What is MindLoft.Com?
A. MindLoft.Com seeks to become the premier provider of human capital to the
Enterprise Resource Planning, or ERP, sector of the information
technology marketplace through our three wholly owned subsidiaries, or
strategic business units or "SBU's", MindLoft Consulting, Inc., our
consulting SBU; ErpErp.Com Incorporated, our recruiting SBU; and
iRIMS.Net Incorporated, our technology development and application
service provider or "ASP" SBU.
2. Q. What group of shareholders are eligible to participate in the exchange
offer?
A. Shareholders in selected states who own odd lots, which means less than
100 shares, and shareholders owning round lots of up to 500 shares.
3. Q. How is this different from a tender offer?
A. By limiting the offer to less than 2% of the stockholder of the Affinity
Companies, the exchange offer does not fall within Regulation 14D of the
tender offer provisions of the Securities & Exchange Act of 1934.
Regulation 14D only applies to tender offers which are subject to section
14(d)(1) of the Securities Exchange Act of 1934. Our offer is exempt from
Regulation 14D since it falls below the threshold of 5% of the stock of
the Affinity Companies, and is further exempt from 14D due to section
14(d)(8), since it falls below 2% of the stock of the Affinity Companies.
Although the Company is exempt from most of the tender offer rules, it is
required to remain in compliance with Section 14(e) which contains
provisions generally applicable to all tender offers.
4. Q. If MindLoft.Com is in the information technology consulting and
recruiting business, why are they acquiring stock of UNUMProvident
Corporation and Dana Corporation.
A. Because this exchange offer represents phase one of MindLoft.Com's
business plan. MindLoft.Com is using a patent pending system known as the
"Hackney/solid diamond/Miller Affinity Exchange System/trademark/" to
acquire its initial capitalization.
5. Q. What is the "Hackney/solid diamond/Miller Affinity Exchange
System/trademark/"?
A. It is a system that is designed to benefit the Affinity Companies by
aggregating, or "cleaning up" its odd-lot and small shareholder base
while providing capitalization to MindLoft.Com to pursue its main
objective of becoming the premier Enterprise Resource Planning
information technology consulting and recruiting business.
6. Q. Does Mindloft have any relationship with UNUMProvident or Winn-Dixie
Stores, Inc.?
A. No, in this situation, the companies whose securities we seek are large
companies who have no odd-lot program of their own. Generally, we believe
that while approximately 2% of the stock of large companies is held in
odd-lots, the cost to such companies of maintaining these shareholders is
disproportionately large. Consequently, by aggregating odd lots and small
round lots, we provide a benefit to the companies whose securities we
seek, thus providing a community of interest. We believe that this is
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a symbiotic relationship which provides a benefit both to our company,
and to the companies whose securities we seek.
7. Q. How do I participate?
A. By executing the Letter of Transmittal and arranging to send your stock.
For specific questions, contact the Information Agent, Corporate Investor
Communications, Inc. at ___________.
8. Q. What is the exchange formula and how was it determined?
A. The term "exchange formula" means the following: we will multiply the
number of shares tendered by each shareholder of an Affinity Company by
the average closing price per share of their stock on the day prior to
the Expiration Date. We will then exchange those shares for an equal
value of our shares, at the rate of $12.50 per share for our shares. The
price of our shares has been arbitrarily determined by us, and our shares
are not presently publicly traded.
9. Q. After the exchange offer, will I be able to trade my MindLoft.Com stock?
A. Yes. Upon completion of the offering, MindLoft.Com intends on making an
application for Nasdaq, and has already applied for listing on the
Chicago Stock Exchange. Management believes that for the time period
immediately following the offering, the share price for MindLoft.Com will
track the prices of the Affinity Companies. As MindLoft.Com divests
itself of its holdings and invests them in the business going forward,
management then believes MindLoft.Com's share price will trade
independently of the Affinity Companies.
10. Q. Which state must I be a resident of to participate in this offering?
A. We will only accept shares for exchange from shareholders of the Affinity
Companies who are residents of the following states: Alaska, Arizona,
Arkansas, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois,
Indiana, Kansas, Kentucky, Maine, Massachusetts, Minnesota, Missouri,
Montana, Nebraska, Nevada, New Mexico, New York, North Carolina, Ohio,
Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Vermont, and West
Virginia. We will also accept shares from shareholders who are not
residents of the United States.
We are not permitted to accept shares for exchange from shareholders who
are residents of Alabama, California, Connecticut, Iowa, Louisiana,
Maryland, Michigan, Mississippi, Missouri, New Hampshire, New Jersey,
North Dakota, Pennsylvania, South Dakota, Tennessee, Utah, Virginia,
Washington, Wisconsin, and Wyoming.
11. Q. Is there any income tax effect on me if I exchange my shares?
A. You will realize a tax gain or loss depending upon your tax basis in your
stock. See Certain U.S. Federal Tax Consequences of the Exchange Offer.
<PAGE>
SUMMARY OF THE COMPANY
MindLoft.Com seeks to become the premier provider of human and
intellectual capital to the Enterprise Resource Planning, or ERP, sector of the
information technology marketplace through its three Strategic Business Units,
MindLoft Consulting, Inc., our consulting services provider; ErpErp.Com
Incorporated, our recruiting services provider; and iRIMS.Net Incorporated, our
Internet software application services provider.
MindLoft.Com was formed to acquire 100% ownership of MindLoft
Consulting, Inc. (MCI) and ErpErp.Com Incorporated (ErpErp), and iRIMS.Net
Incorporated (iRIMS), all of which provide services to the ERP segment of the
information technology alternative staffing industry.
SUMMARY OF THE EXCHANGE OFFER
We have summarized the terms of the exchange offer in this section.
Before you decide to tender your shares of the Affinity Company or Companies in
this offer, you should read the detailed description of the offer under "Terms
of the Exchange Offer" for further information.
Terms of the Exchange Offer
We are offering up to 2,000,000 shares of our common stock in exchange for any
combination of the shares of the Affinity Companies stock that is equivalent in
value to $25 million, as calculated according to the "exchange formula."
Exchange Formula
The term "exchange formula" means the following: we will multiply the number of
shares tendered by each shareholder of an Affinity Company by the average
closing price per share of their stock on the day prior to the Expiration Date.
We will then exchange those shares for an equal value of our shares, at the rate
of $12.50 per share for our shares. The price of our shares has been arbitrarily
determined by us, and our shares are not presently publicly traded.
Expiration Date; termination
The exchange offer will expire at 8:00 p.m., New York City Time, on __________.
You must tender your stock prior to this date if you wish to participate in the
offer. We have the right to: terminate the exchange offer; or waive any
non-material condition or otherwise amend any non-material terms of the exchange
offer in any respect, other than the condition that the registration statement
be declared effective.
Conditions to the exchange offer
The exchange offer is subject to the registration statement and any amendment to
the registration statement covering the common stock being effective under the
Securities Act of 1933. Some other conditions of the offer are that
oWe will not accept any shares of any Affinity Company's stock if the
amount accepted would exceed 1.9% of the issued and outstanding shares
of stock of such company.
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oWe will not accept shares for exchange if the total value of the
shares tendered on the Expiration Date do not equal at least $2
million, as calculated according to the exchange formula.
oWe will not accept any shares for exchange if the they are tendered by
a shareholder who is a resident of a state where the offer is not
permitted by state law.
oWe will only accept shares from stockholders who have consented to
electronic delivery of this prospectus, and
oThe offer is being made on a "first come, first exchange basis." The
offer also is subject to customary non-material conditions, which we
may waive.
Please read "Terms of the Exchange Offer" for more information.
Procedure for tendering stock of Affinity Companies
If you hold your stock through a broker, dealer, commercial bank, trust company
or other nominee, you should contact that person promptly if you wish to tender
your stock. If you hold your stock through a broker, dealer, commercial bank,
trust company or other nominee, you may also comply with the procedures for
guaranteed delivery. Please do not send letter of transmittal to us. You should
send those letters to the Information Agent. The Information Agent can answer
your questions regarding how to tender you stock.
Information Agent:
Corporate Investor Communications, Inc. is the Information Agent and can be
contacted at__________:
Risk factors
You should consider carefully the matters described under "Risk Factors" as well
as other information set forth in this prospectus and in the letter of
transmittal.
FORWARD LOOKING STATEMENTS
This Prospectus and the documents incorporated herein by reference contain
forward-looking statements based on current expectations, estimates and
projections about our industry, management's beliefs and certain assumptions
made by management. All statements, trends, analyses and other information
contained in this Prospectus relative to trends in net sales, gross margin,
anticipated expense levels and liquidity and capital resources, as well as other
statements including, but not limited to, words such as "anticipate," "believe,"
"plan," "estimate," "expect," "seek" and "intend," and other similar
expressions, constitute forward-looking statements. These forward-looking
statements involve risks and uncertainties, and actual results may differ
materially from those anticipated or expressed in such statements. Potential
risks and uncertainties include, among others, those set forth herein under
"Risk Factors." Particular attention should be paid to the cautionary statements
involving our limited operating history, the unpredictability of its future
revenues, the unpredictable and evolving nature of its business model, the
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intensely competitive internet service industry and the risks associated with
capacity constraints, systems development, management of growth, acquisitions,
any new products and international or domestic business expansion. Except as
required by law, we undertake no obligation to update any forward-looking
statement, whether as a result of new information, future events or otherwise.
Readers, however, should carefully review the factors set forth in other reports
or documents that we will file with the SEC from time to time.
RISK FACTORS
In addition to the other information contained in this Prospectus, investors
should consider carefully the following risk factors before making an investment
decision concerning the common stock. All statements, trend analysis and other
information contained in this Prospectus relative to markets for our products
and trends in the net sales, gross margin and anticipated expense levels, as
well as other statements including words such as "anticipate", "believe,"
"plan," "estimate," "expect," "seek" and "intend" and other similar expressions,
constitute forward-looking statements. These forward-looking statements are
subject to business and economic risks, and our actual results of operations may
differ materially from those contained in the forward-looking statements.
An investment in the common stock offered hereby involves a high degree of risk.
The following risk factors, together with the other information set forth in
this Prospectus, should be considered carefully before acquiring the common
stock offered hereby.
LIMITED OPERATING HISTORY
MindLoft.Com was incorporated in November 1999, as iNet Technology Group, Inc.
and changed its name to MindLoft.Com Incorporated in February, 2000. Although
the operating Strategic Business Units were incorporated before that date, we
have a limited operating history on which to base an evaluation of our business
and prospects. Our prospects must be considered in light of the risks, expenses
and difficulties encountered frequently by companies in their early stage of
online commerce. Such risks for us include, but are not limited to, an evolving
and unpredictable business model and the management of growth.
To address these risks, we must, among other things:
o Maintain and increase our customer base,
o Implement and successfully execute our business and marketing strategy,
o Expand into new product and geographic markets,
o Continue to develop and upgrade our technology,
o Improve our web site,
o Provide superior customer service and fulfillment,
o Respond to competitive developments and
<PAGE>
o Attract, retain and motivate qualified personnel.
There can be no assurance that we will be successful in addressing such risks,
and the failure to do so could have a material adverse effect on our business,
prospects, financial condition and results of operations.
ABSENCE OF MARKET
At the present time, there is no public market for our common stock and
subsequent to this offering there is no assurance that a market will develop. We
have applied for listing on the Chicago Stock Exchange to commence after this
offering, and intends to apply for Nasdaq listing.
UNPREDICTABILITY OF FUTURE REVENUES
As a result of our absence of an operating history and the emerging
nature of the markets in which we will compete, we are unable to accurately
forecast our revenues. Our current and future expense levels are based largely
on our investment plans and estimates of future revenues and are to a large
extent fixed. Sales and operating results depend generally upon the volume of,
timing of and ability to respond to client requests, which are difficult to
forecast. We may be unable to adjust spending in a timely manner to compensate
for any unexpected revenue shortfall. Accordingly, any significant shortfall in
revenues in relation to our planned expenditures would have an immediate adverse
effect on our business, prospects, financial condition and results of
operations. Further, as a strategic response to changes in the competitive
environment, we may from time to time make certain pricing, service, marketing
or acquisition decisions that could have a material adverse effect on its
business, prospects, financial condition and results of operations.
POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
We expect to experience significant fluctuations in its future
quarterly operating results due to a variety of factors, many of which are
outside our control. Factors that may adversely affect our quarterly operating
results include:
o Our ability to retain existing customers, attract new customers at a steady
rate and maintain customer satisfaction,
o Our ability to maintain gross margins in its existing business and in future
product lines and markets,
o The development, announcement or introduction of new sites, services and
products by us and our competitors,
o Price competition or higher wholesale prices in the industry
o The level of use of the Internet, online services and computer software and
increasing consumer acceptance of the Internet,
o Our ability to upgrade and develop our systems and infrastructure,
<PAGE>
o Our ability to attract new personnel in a timely and effective manner,
o The level of traffic on our web sites,
o Our ability to manage effectively our development of new business segments and
markets,
o Our ability to successfully manage the integration of operations and
technology of acquisitions or other business combinations,
o Technical difficulties, system downtime or Internet brownouts,
o The amount and timing of operating costs and capital expenditures relating to
expansion of our business, operations and infrastructure,
o Governmental regulation and taxation policies,
o Disruptions in service by common carriers due to strikes or otherwise, and
o General economic conditions and economic conditions specific to the Internet
and to the information technology consulting and recruiting business.
Because of the foregoing factors, in one or more future quarters our operating
results may fall below the expectations of securities analysts or investors. In
such event, the trading price of our common stock would likely be materially
adversely affected.
MANAGEMENT OF POTENTIAL GROWTH
We have rapidly and significantly expanded our operations and anticipate that
further expansion will be required to address potential growth in our customer
base, to expand our product and service offerings and our international
operations, and to pursue other market opportunities. Similarly, our employee
base has expanded. The expansion of our operations and employee base has placed,
and is expected to continue to place, a significant strain on our management,
operational and financial resources.
To manage the expected growth of its operations and personnel, we will be
required to improve existing and implement new:
o Transaction-processing systems, procedures and controls,
o Operational systems, procedures and controls, and
o Financial systems, procedures and controls.
We also will need to expand, train and manage our growing employee base.
There can be no assurance that:
<PAGE>
o Our current and planned personnel, systems, procedures and controls will be
adequate to support our future operations;
o Management will be able to hire, train, retain, motivate and manage required
personnel; or
o Our management will be able to successfully identify, manage and exploit
existing and potential market opportunities.
If we are unable to manage growth effectively, such inability could have a
material adverse effect on our business, prospects, financial condition and
results of operations.
RISKS OF NEW BUSINESS AREAS
We intend to expand our operations by promoting new or complementary products or
sales formats and by expanding the breadth and depth of our products or service
offerings. For example, we intend to expand from consulting and recruiting for
JD Edwards' ERP software information technology (IT) personnel into supplying IT
personnel with experience in other ERP disciplines such as Oracle, Sybase,
PeopleSoft, and SAP. Expansion of our operations in this manner would require
significant additional expenses and development and operations resources and
would strain our existing management, financial and operational resources.
Furthermore, gross margins attributable to new business areas may be lower than
those associated with our existing business activities. There can be no
assurance that we will be able to expand our operations in a cost-effective or
timely manner. Furthermore, any new business launched by us that is not received
favorably by the IT industry could damage our reputation or the MindLoft brand.
The lack of market acceptance of such efforts or our inability to generate
satisfactory revenues from such expanded services or products to offset their
cost could have a material adverse effect on our business, prospects, financial
condition and results of operations.
RISKS OF BUSINESS COMBINATIONS AND STRATEGIC ALLIANCES
We may choose to expand our operations or market presence by entering into
business combinations, investments, joint ventures or other strategic alliances
with third parties. Any such transaction would be accompanied by risks commonly
encountered in such transactions, which could include, among others:
o Difficulty in assimilating the operations, technology and personnel of the
combined companies,
o Potential disruption of our ongoing business,
o Inability to retain key technical and managerial personnel,
o Inability of management to maximize the financial and strategic position of
the Company through the successful integration of acquired businesses,
o Additional expenses associated with amortization of acquired intangible
assets,
o Maintenance of uniform standards, controls and policies, and
<PAGE>
o Impairment of relationships with existing employees and customers.
There can be no assurance that we would be successful in overcoming these risks
or any other problems encountered in connection with such business combinations,
investments, joint ventures or other strategic alliances, or that such
transactions would not have a material adverse effect on our business,
prospects, financial condition and results of operations.
RELIANCE ON CERTAIN THIRD PARTIES
We require graphical, multi-media and financial presentations to enhance the
attractiveness and marketability of our products and services. We have
established third-party supplier relationships and agreements with the
following:
o Dell Computer Corporation (technical support),
o Cybertron (Internet service provider),
o Brandon Smith Computers (website host),
o Crosstalk Communications (telecommunications),
o Network Associates, Inc. (virus and priority support),
o Sprint (T1, ISDN, Phone support).
If we were unable to maintain these third-party relationships and agreements, we
would be materially adversely affected.
DESCRIPTION OF BUSINESS
THE COMPANY
MindLoft.Com seeks to become the premier provider of intellectual and
human capital to the Enterprise Resource Planning, or ERP, sector of the
information technology marketplace through its three Strategic Business Units;
MindLoft Consulting, Inc., our consulting services provider; ErpErp.Com, Inc.,
our recruiting services provider; and iRIMS, Inc., our provider of Internet
software technologies and application service provider, or ASP.
MindLoft.Com began operations in November 1999 under the name of iNet
Technology Group Incorporated and later changed its name to MindLoft.Com
Incorporated, a name which more appropriately reflected MindLoft's role as an
"Intelluctual and Human Capital Solutions Provider". In November 1999, the
Company acquired 100% ownership of MindLoft Consulting, Inc. (MCI) and
ErpErp.Com, Inc. (ErpErp), and a new corporation known as iRIMS.Net Incorporated
(iRIMS), all of which provide human capital solutions to a specific segment of
the permanent placement and consultative services sector, namely the Enterprise
Resource Planning, or ERP sector. The ERP solution providers: Oracle, SAP,
Sybase, PeopleSoft and JD Edwards are the leaders in providing database
solutions which are critical to the growth and success of the Internet sector
known as eCommerce. It is in this ERP-eCommerce arena that MindLoft.Com has
positioned itself.
<PAGE>
Human capital service providers traditionally comprise large and small
companies that provide temporary and/or skilled personnel to client corporations
and organizations to enable them to meet specific objectives such as completion
of a specific project. MindLoft.Com has been formed to expand the scope of such
services to include intellectual capital as well, i.e., the knowledge and
technical skills developed in leading edge segments of the Information
Technology, or "IT", industry that enable companies to significantly increase
their market penetration and scope. At present, MindLoft.Com plans to focus on
providing expertise on the effective use of Internet-based tools, but plans to
supply additional tools as new technologies develop.
In the Information Technology industry, such human capital services
usually are directed to providing solutions in one or more of the following
situations:
o Development of software applications or products,
o Installation of computer-based systems, and/or
o Providing personnel created by the loss of key technical or management
personnel, on a temporary basis.
According to the generally accepted terminology of the IT industry, there are
four main types of human capital services firms:
[ ] CONTRACTING - These firms provide the most direct and common type of
short-term staffing service. They subcontract or hire IT professionals on a
contract basis for specified periods of time, usually one to six months, to
satisfy the technical personnel needs of their clients. Once those needs have
been met or the project is completed, the contract computer professional is
released and is free to seek other contract opportunities in the marketplace.
The relationship of the IT professional with the alternative staffing company
and their clients is limited and temporary.
[ ] PROFESSIONAL SERVICES - Like the contracting companies, professional service
firms also hire IT technicians and managers solely to staff projects or satisfy
short-term needs of their clients, but in this case, the IT professional is not
released at the end of the project. Instead he/she is quickly reassigned to
another project, maintaining his/her association with the staffing company on a
more or less continuing or `permanent' basis. MindLoft.Com's strategic business
unit, MCI, presently falls into this category.
[ ] CONSULTING - Many large companies opt to outsource whole systems development
projects to firms that can provide a team of IT professionals with the necessary
skills and experience to complete the project successfully. The IT professionals
themselves are full-time employees of the staffing firm and often are assigned
to work on several projects with different clients at the same time. Like
employees anywhere, they can develop their skills and advance their careers
within the firm itself. Consulting firms include companies such as Andersen
Consulting, KMPG Peat Marwick and EDS. MCI has functioned in this area, and
intends to expand services in the consulting area.
[ ] PLACEMENT/DIRECT-HIRE - These companies fall into the category often
referred to as `recruiters' or `head hunters,' and work closely with clients'
human resources and MIS personnel to locate, pre-screen and present likely
candidates for direct-hire by the client. Unlike the types of firms described
above, they retain no consultants or employees and instead act as an adjunct to
their clients' hiring process. MindLoft.Com 's strategic business unit, ErpErp,
presently falls into this category.
In 1997, there were more than 2,000 companies that provided these
services, mainly to the 500 largest businesses and organizations in the United
States. In the past two years, however, the number of
<PAGE>
such companies has increased greatly, so that in various high-tech areas such as
Dallas, Texas, there are currently more than 350 alternative staffing firms.
Within the IT professional services marketplace there is further
segmentation based on the relationships of the service-provider companies to
specific software products or vendors. While some companies are opportunistic,
catering to a variety of clients utilizing a variety of systems and platforms,
others target end-users of specific products such as SAP, PeopleSoft or JD
Edwards. They hire their consulting staff to provide the skills and experience
to service these end-users and often form partnerships to varying degrees with
the specific system vendor. From the beginning of its operations in 1997,
MindLoft.Com's subsidiaries, MCI and ErpErp, have focused on providing
professional services to the JD Edwards marketplace and, more specifically, to
those end-users utilizing JD Edwards' ERP systems.
MCI consulting services provide technical, functional or managerial
expertise to client companies that either lack expertise or desire to supplement
expertise. MCI currently provides such services specifically to clients that use
or are planning to implement applications developed and marketed by JD Edwards &
Co. of Denver, Colorado. We are not affiliated with JD Edwards & Co.
The following is a brief description of our three wholly owned
Strategic Business Units:
MINDLOFT CONSULTING, INC. (MCI OR THE CONSULTING SBU)
- -----------------------------------------------------
MCI was formed in December 1996 under the name of Technology
Consultants, Inc., and changed its name to MindLoft Consulting, Inc. in July
1999. The Consulting SBU initially provided both recruiting and consulting to a
vertical niche in the Information Technology industry consisting of end-user
companies utilizing software systems commonly known as Enterprise Resource
Planning or ERP systems developed and sold by JD Edwards & Company of Denver,
Colorado.
The Consulting SBU began with one recruiter in a home office in Dallas,
Texas, but relocated its operations and main office to Fort Walton Beach,
Florida, in 1998 to take advantage of what we believe to be the excellent pool
of skilled IT professionals who live in the area and are retired from the United
States military. In 1998, the Consulting SBU began an aggressive marketing
campaign to promote both its recruiting and contract services to JD Edwards
end-users in Canada and the United States, and constructed a site on the World
Wide Web (www.MindLoftConsulting.Com) to attract both prospective IT job seekers
and consultants. By the end of 1998, we had a client list of nearly 100
end-users throughout North America.
In January 1999, MCI spun off the recruiting services division as a
separate company, Technology Recruiters, Inc. In February 2000, Technology
Recruiters, Inc, a Texas corporation, reincorporated in the state of Florida as
ErpErp.Com, Inc. MCI ended its third year of operations on June 30, 1999, with
sales revenues of more than $1.3 million and is projected to achieve $50 million
in revenues by the end of fiscal year 2003.
ERPERP.COM INCORPORATED (ERPERP OR THE RECRUITING SBU).
- ------------------------------------------------
Recruiting operations experienced a period of rapid expansion in fourth
quarter of fiscal year 1998, a trend that is accelerating at this time. Over its
first sixty-day period, the Recruiting SBU more than doubled its staff and over
five months increased revenues by nearly 100%. The Recruiting SBU continues to
specialize in recruiting trained and skilled IT professionals for placement as
direct-hire employees at JD Edwards end-user facilities throughout Canada and
the United States. The Recruiting SBU achieved sales
<PAGE>
revenues of $322,251 in fiscal 1998, which ended June 30, 1999, and is projected
to reach $31.5 million by the end of fiscal year 2003. Significant growth
occurred after the Recruiting SBU launched its web site www.jdejobs.com. In
April 2000, the Recruiting SBU launched its newest web site, www.erperp.com.
IRIMS.NET INCORPORATED (IRIMS OR THE ASP SBU)
- ---------------------------------------------
iRIMS, which stands for Intellectual Records Information Management
Systems, is a start up Internet site development and support firm that operated
within MCI from July 1999 until it was separately incorporated in December 1999.
iRIMS has developed a product consisting of a sophisticated database management
system for processing information contained in resumes and information relating
to end-user clients. The iRIMS services are offered to recruiting companies and
include custom designing of Web sites for clients, maintaining the site and the
database linked to it, and conducting online searches of the resumes and job
requisitions stored there. Clients can choose to have their site housed on
iRIMS' servers and can select several fee payment options. iRIMS has been
staffed and in operation from the beginning of second quarter of fiscal year
1999. iRIMS operates as an application service provider, or ASP, which means
that it manages and delivers application capabilities to multiple entities from
a data center across a wide area network. In the ASP environment, emphasis is on
the use of the application, and not the ownership, so that an ASP operates the
application and rents or leases its use to its clients. The client then does not
own the application or the responsibility associated wit initial and ongoing
maintenance.
In the current year, iRIMS' services will be expanded to develop and apply
proprietary tools for evaluating the human and intellectual capital of companies
that are candidates for acquisition by MindLoft.Com in order to determine their
market value and overall effectiveness in providing services. Such tools will
greatly facilitate MCI's plan for expansion by acquisition.
Among the first of its products, iRIMS filed a patent application for its Matrix
Match software. Matrix Match is a system for cataloging, inventorying,
selecting, measuring, valuing and matching intellectual capital skills and
matching or inquiring of an individual's skills, and particularly a system for
finding candidates for an employment or consulting position having requisite
skills, and more particularly to a system for creating a searchable knowledge
base of individuals skills indexed in a hierarchical cataloging, measuring and
valuation system. The system includes generating a list of intellectual capital
codes based upon a standardized skills catalog which contains a set of skill
categories organized in a hierarchical manner with a unique code assigned to
each category within each hierarchical level, wherein the combination of at
least one code from at least one of the hierarchical levels forms an
intellectual capital code.
As general policy, we file domestic and foreign patent applications to protect
our technological position and new product development. We intend to continue to
apply wherever necessary to protect our patents in countries in which we
operate. Although we believe that our patents provide some competitive advantage
and market protection, our success depends primarily upon our proprietary
know-how, innovative skills, technical competence and marketing abilities.
Furthermore, there is no assurance that these patents will not be challenged,
invalidated or circumvented in the future. We plan to apply for additional
patents for future products but our applications may not be granted and any new
products developed by us may not be patentable.
We regard our software as proprietary and attempt to protect it with copyrights,
trade secret measures and nondisclosure agreements. Despite these restrictions,
it may be possible for competitors or users to copy aspects of our products or
to obtain information which we regard as trade secrets. Existing copyright laws
afford only limited practical protection for computer software. The laws of
foreign countries generally do
<PAGE>
not protect our proprietary rights in our products to the same extent as the
laws of the United States and Canada. In addition, we may experience more
difficulty in enforcing our proprietary rights in certain foreign jurisdictions.
INDUSTRY OVERVIEW
The information technology industry has been impacted significantly by
the Internet. Where once the Web was mainly a tool for transmitting messages
from point to point, it has now become an important medium for accessing
information, marketing products and services and conducting business. It is not
unusual for information technology professionals to perform complex coding tasks
and systems analyses over the Web thousands of miles from the location of the
server or mainframe. IT personnel have the ability to gather data through the
Web linkages to all parts of the globe, a capability that is made possible
through the development of an extensive satellite communications system. It is
becoming possible to access the Internet via telephone, laptop and/or and
palm-held computer from virtually any place in the world and receive voice, text
or pictorial transmissions instantaneously.
Traditional alternate staffing and personnel placement industries have
gravitated to the Web in recent years and today are greatly dependent on the use
of Internet-based job bulletin boards and Web- accessed databases. A recent
industry survey identified more than 2,500 such sites in 1999, and more appear
every day. Information Technology professionals are especially prone to search
for jobs on the Internet and even post their own Web pages to advertise their
skills. A recent survey revealed that today there are 800 million Internet
sites, many of which consist of multiple pages. In fact, there are so many sites
that even the largest browsers can access only 15% - 20% of them. Although new
and better routers are coming online, we believe that the capacity to utilize
fully the benefits and resources provided by the World Wide Web has not yet been
developed.
Our focus in the IT human capital services industry is on locating and
supplying information technology personnel, specifically those with Enterprise
Resource Planning systems training.
WHAT IS ENTERPRISE RESOURCE PLANNING AND WHY DO WE THINK IT IS SO IMPORTANT?
Companies in all industries and of all sizes are implementing
Enterprise Resource Planning (ERP) software in order to improve business
processes. The implementation of an ERP system involves a complex set of tasks
from selection and system design, to installation, tuning, maintenance and
upgrade.
Prior to the 1990s, many manufacturing companies installed Materials
Requirement Planning, or MRP, software, and its upgrade MRP II, that were
developed as a result of requirements for greater control and efficiency in
manufacturing systems. The term Enterprise Resource Planning, or ERP, was
created in the early 1990s as the successor to MRP and MRP II. The original ERP
systems ran on mainframes and IBM AS/400 systems, and included mainframe
products from SAP R/2 and Mapics Inc., as well as AS/400 packages such as JD
Edward's World and SSA's BPCS.
The key to ERP systems is the integration of business processes that is
implicit in the design of the software. ERP software allows a considerable
amount of integration between different elements of the business: for example,
manufacturing processes can be integrated with the order processing system,
which in turn can be directly linked to the financial system. This ability to
integrate previously separate corporate functions into a single software system
is at the heart of the ERP movement.
<PAGE>
Some basic examples of the types of functions that can be integrated
into one system using ERP software are:
o Customer order management
o Production planning and scheduling
o Asset management
o Cost management
o Manufacturing scheduling
o Supply chain planning and management
o Manufacturing production
o Financial administration
o Sales and distribution
o Human Resources
In the early 1990s there was a wave of downsizing and what became known
as Business Process Re-engineering or "BPR." This trend convinced management
that existing business processes, i.e., those that supported inefficient,
non-integrated functionality, had to be changed. The way to accomplish this was
to apply information technology, or "IT", to solve the problem by having the IT
department implement an ERP package that would integrate functions across the
entire enterprise. ERP software began to appear from companies such as JD
Edwards & Co., SAP, Sybase and others to accomplish this goal of efficient
integration. The result has been a worldwide rush into modern ERP systems.
While ERP had its origins in manufacturing and production planning
systems, the scope of ERP offerings expanded in the mid-1990s to include other
"back-office" functions such as order management, financial management,
warehousing, distribution production, quality control, asset management and
human resources management. The range of functionality of ERP systems has
further expanded in recent years to include more "front-office" functions, such
as sales force and marketing automation, electronic commerce, and supply chain
systems. The scope of ERP implementation encompasses what is often referred to
as the entire value chain of the enterprise, from prospect and customer
management through order fulfillment and delivery. Most ERP packages today are
"web enabled", which means that they integrate their systems to take full
advantage of the Internet. The recent exponential growth of Web features and
data transport, or bandwidth, capabilities has permitted companies to provide
their services more efficiently to their clients and to extend the scope of such
services worldwide. Additionally, new technology now enables such services to be
tailored to specific industries and even to the needs of individual clients.
<PAGE>
While the concepts that initially prompted the rise of ERP had their
origins in pure manufacturing, ERP quickly matured to encompass a broad range of
industries from utilities and telecommunications, to retail, finance, health
care systems, and others.
As the ERP market has matured, its use has grown and expanded. Because
ERP's original focus was on manufacturing and financial systems, relatively few
individuals in a given enterprise used such systems. Today the scope of ERP is
universal: the growth of "front-office" functionality, combined with the
increasing use of the ERP system as the corporate infrastructure for all IT
systems, has made ERP the IT backbone of many companies. These systems provide a
truly integrated multi-functional, multi-site, and multi-national business
management tool, which we believe will only continue to grow in importance.
The software and hardware architecture of ERP systems has continued to
evolve in the last five years. Most ERP systems run on two-tier or three-tier
client/server architecture using UNIX, AS/400 and NT operating systems. Many
companies still run ERP systems on mainframes, and there are an increasing
number of companies interested in hosting all or part of their ERP systems using
Web-browser architecture.
There is an ongoing application integration aspect of ERP systems. We
believe that many ERP customers desire at some point to extend the benefits of
integration implicit in ERP systems to their non-ERP systems, typically
mainframe-based legacy systems that run company-specific functions. This
requirement for Enterprise Applications Integration, or "EAI", can significantly
boost the cost and complexity of an ERP implementation. While there are numerous
tools available to accomplish EAI, the fact that most non-ERP systems are
custom-developed means that even the most advanced tools need to be augmented by
custom programming in order to achieve the required integration, thus requiring
additional skilled ERP information technology personnel.
Finally, it is important to emphasize that ERP systems are complex
pieces of software that require a considerable amount of expertise to design,
implement, maintain, and upgrade.
WHERE DO WE SEE THE GROWTH OF ERP AND WHY IS THAT IMPORTANT?
Since its inception, ERP has been affordable primarily to the Fortune
1000 companies. The core set of ERP technologies and capabilities needed by many
companies is often not obtainable in-house, due to high costs and lack of
resources. This means that companies that need ERP systems must find ways to
engage top-notch ERP experts while controlling costs and still be able to
implement and maintain a strategic ERP system. Outsourcing all or part of the
responsibility for implementation and maintenance is an increasingly viable and
important option.
Businesses of all sizes are becoming more and more dependent upon
integrated software solutions to provide more coordinated and organized
management models. Skilled personnel with information technology experience are
in high demand. We believe that the demand will increase as ERP solutions become
more affordable to smaller and smaller companies. Part of this demand will be
driven by the proliferation of application service providers, or ASPs.
We believe that ASPs will drive continued growth in the need for
information technology personnel that are ERP proficient. By shouldering the
initial cost of ERP systems and making them available to smaller companies at
affordable prices, small companies will be able to afford the use of complex
systems to make them more efficient, and thus become positioned to compete with
larger entities.
<PAGE>
WHAT ARE ASPS AND WHY DO WE THINK THEY ARE IMPORTANT?
We define ASPs as third party service firms, which deploy, manage and
remotely host software applications through centrally located servers in a
rental or lease arrangement. An industry group called the ASP Industry
Consortium defines ASPs as follows: "An ASP manages and delivers application
capabilities to multiple entities from a data center across a wide area
network."
The above definitions are basic and broad, but reflect the outsourcing
function of an ASP. Due to the expense of implementing, upgrading, maintaining
and managing ERP systems, we believe that the ASP business model, particularly
in the ERP sector, will grow substantially over the next five years.
WHO IS OUR COMPETITION?
We believe that we are positioned as a leading provider of IT human and
intellectual capital services to a specific segment of the IT marketplace,
namely, to those companies, government agencies and organizations that are or
will be end-users of ERP software products developed and distributed by JD
Edwards & Co. To the best of our knowledge, there are only a few other companies
in the US that have a similar business orientation. Our real competition,
however, exists in another form, i.e., large consulting companies that service a
wide range of ERP systems including JD Edwards software. These competitors
consist of Arthur Andersen Consulting, KPMG Peat Marwick and similar entities
that provide consultants for Oracle, PeopleSoft, Sybase, SAP and a variety of
database management systems and programming languages and platforms, including
UNIX and RPG. In many ways, these broadly based consulting companies have
established the marketplace for us by setting consulting fees and practices at
their current profitable level. By being able to match the levels of expertise
provided by these competitors, we can achieve profitable returns on our
consulting services, while focusing our energies on a vertical segment of the
marketplace that we understand and can service.
ErpErp is a recruiting and direct-hire placement company serving a
specific niche market consisting of the end-users of ERP systems and
applications. Initially, ErpErp has focused on end-users of JD Edwards systems,
but will be expanding its recruiting efforts to address the needs of clients of
each of the `Big Five' ERP systems vendors, i.e., Oracle, Sybase, PeopleSoft,
SAP and JD Edwards. Competition for these clients' business comes from a variety
of sources, ranging from the thousands of traditional temporary staffing
(`Temp') firms across the US to computer based job boards accessed through the
Web.
INFORMATION ABOUT OUR INTELLECTUAL PROPERTY
We regard our trademarks, trade secrets and similar intellectual
property as valuable to our business, and rely on trademark and copyright law,
trade secret protection and confidentiality and/or license agreements with our
employees, partners and others to protect our proprietary rights. There can be
no assurance that the steps taken by us will be adequate to prevent
misappropriation or infringement of its intellectual property.
We have licensed in the past, and expect that we may license in the
future, certain of our proprietary rights, such as trademarks or copyrighted
material, to third parties. While we attempt to ensure that the quality of our
brand is maintained by such licensees, there can be no assurance that such
licensees will not take actions that might materially adversely affect the value
of our proprietary rights or reputation, which could have a material adverse
effect on us.
<PAGE>
WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE NEAR FUTURE
We do not contemplate or anticipate paying any dividends upon our
common stock in the foreseeable future. It is currently anticipated that
earnings, if any, will be used to finance the development and expansion of our
business.
THERE ARE RISKS RELATED TO SYSTEM DEVELOPMENT AND OPERATION
Our business is dependent on the efficient and uninterrupted operation
of our computer and communications hardware systems. The systems and operations
used by us are vulnerable to damage or interruption from fire, flood, power
loss, telecommunications failure, break-ins, earthquakes, hurricanes, and other
similar events that are outside of our control. Any system interruption,
including any interruptions in our web sites would reduce the attractiveness of
our services and could, therefore, materially adversely affect us.
Substantially all of the computer and communications hardware related
to our business is located at our corporate offices. We anticipate continued
growth in the use of our web site as spending for advertising increases and the
upgrading of systems and infrastructure to accommodate such growth. Any
inability or delay in appropriately upgrading its systems and infrastructure
would have a material adverse effect on us.
WE EXPECT RAPID TECHNOLOGICAL CHANGE IN THE INDUSTRY
To remain competitive, we must continue to enhance and improve the
responsiveness, functionality and features of our services to clients. The
Internet, and computer technology in general, are characterized by rapid
technological change, changes in user and customer requirements and preferences,
frequent new products and service introductions embodying new technologies and
the emergence of new industry standards and practices that could render our
existing web sites and services and proprietary technology and systems obsolete.
Our success will depend, in part, on our ability to license leading
technologies useful in our business, enhance our existing services, develop new
services and technology that address the increasingly sophisticated and varied
needs of our prospective customers and respond to technological advances and
emerging industry standards and practices on a cost-effective and timely basis.
The development of a web site and other proprietary technology entails
significant technical, financial and business risks. There can be no assurance
that we will successfully implement new technologies or adapt our web sites, and
services to customer requirements or emerging industry standards. If we are
unable, for technical, legal, financial or other reasons, to adapt in a timely
manner in response to changing market conditions or customer requirements, such
inability could have a material adverse effect on our business, prospects,
financial condition and results of operation.
WE ARE DEPENDENT ON OUR KEY PERSONNEL
We rely on the skills and efforts of our officers and key employees, in
particular, Malcolm R. Roy, to manage our operations. Mr. Roy is under an
employment contract with the Company. The contract can be terminated upon Mr.
Roy's death, resignation, cessation of our business
<PAGE>
activities, or criminal conduct. Our success will depend, in part, on our
ability to manage our anticipated growth and to enhance our operations and
finances. We must maintain and expand our employee base. We recognize that
additional staff is required to properly support our marketing, sales, and
research functions. It is anticipated that 29 employees will be required to meet
the demands of our Five-Year Business Plan.
WE ARE DEPENDENT ON THE INTERNET AND COMPUTER GROWTH
Our long-term viability is substantially dependent upon the widespread
consumer acceptance and use of the Internet as a medium of commerce. Use of the
Internet as a means of effecting retail transactions as well as marketing is at
an early stage of development, and demand and market acceptance for recently
introduced services and products over the Internet is very uncertain.
The Internet's viability as a commercial marketplace could be adversely
affected by delays in the development of services or due to increased government
regulation. Changes in, or insufficient availability of, telecommunications
services to support the internet also could result in slower response times and
aversely affect usage of the internet generally and the business of our clients
in particular. If the use of the Internet does not continue to grow or grows
more slowly than expected, or if the infrastructure for the Internet does not
effectively support growth that may occur, we would be materially adversely
affected.
GOVERNMENT REGULATIONS MAY HAVE AN AFFECT ON OUR BUSINESS
Because we operate in a business arena known as alternative staffing
and technical consulting, little, if any, government regulation or oversight
apply except as to those regulations which apply to businesses generally. Where
applicable, we have complied with all registration requirements to operate in
the State of Florida. All licenses, permits and permissions have been secured.
Due to the increasing popularity and use of the Internet, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet. Such laws and regulations may cover issues such as user privacy,
pricing, content, copyrights, distribution and characteristics and quality of
products and services. Furthermore, the growth and development of the market for
online commerce may prompt calls for more stringent consumer protection laws
that may impose additional burdens on those companies conducting business
online. The enactment of any additional laws or regulations may impede the
growth of the Internet which could, in turn, decrease the demand for our
products and services and increase our costs of doing business, or otherwise
have an adverse effect on us.
U.S. and foreign laws regulate certain uses of customer information and
development and sale of mailing lists. We believe that we are in material
compliance with such laws, but new restrictions may arise in this area that
could have an adverse effect on us.
In addition, several telecommunications carriers are seeking to have
telecommunications over the Internet regulated by the Federal Communications
Commission (the "FCC") in the same manner as other telecommunications services.
In addition, because the growing popularity and use of the Internet has burdened
the existing telecommunications infrastructure and many areas with high Internet
use have begun to experience interruptions in phone service, local telephone
carriers have petitioned the FCC to regulate Internet service providers and
online service providers in a manner similar to long distance telephone carriers
and to impose access fees on such providers. If any of these petitions are
granted, or the relief sought therein is otherwise granted, the costs of
communicating on the Internet could increase
<PAGE>
substantially, potentially slowing the growth in use of the Internet. Any such
new legislation or regulation or application or interruption of existing laws
could have a material adverse effect on our business, results of operations and
financial condition.
We have obtained the following licenses, permits, and certifications:
o Incorporated in the State of Florida as a corporation.
o Registered with Okaloosa County, State of Florida,
o Member of Okaloosa County Florida Economic Development Council,
o Active Member of NACCB (National Association of Computer Consulting
Businesses),
o Member of Dun and Bradstreet,
o Member of "Quest" (JD Edwards "End User" Member Association).
INFORMATION ABOUT OUR EMPLOYEES
As of the date of this Memorandum, we employ three executive management
and five staff members in MindLoft.Com, the holding company, and 22 employees in
the three Strategic Business Units.
INFORMATION ABOUT OUR OFFICE FACILITIES
Our business headquarters and technical training and design facilities
are located at 326 Green Acres Road, Suite A, Fort Walton Beach, Florida 32547.
We are housed in a 4,690 square foot facility complete with full office
facilities, including a local area network (LAN) served by a 400 MHz Dual
Pentium II Dell Power Edge 2300 NT server. These locations provide needed space
for service and expansion to meet project demand over the next few months.
INFORMATION ABOUT LEGAL PROCEEDINGS
From time-to-time, we may be involved in litigation relating to claims
arising out of its ordinary course of business. We are presently involved in no
lawsuits.
<PAGE>
MANAGEMENT
As of the date of this Memorandum, the following sets forth information
regarding the directors, executive officers and key management of the Company.
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
Malcolm R. Roy 49 Chairman of the Board,
Chief Executive Officer, and President
Ted P. Scallan 48 Vice-President - Mergers and Acquisitions
Van Eggers 59 Vice-President - Marketing and
Stockholder Relations
Alex Brunner 55 Director
Roger Glenn Brown, Ph.D. 58 Director
MALCOLM R. ROY, CHAIRMAN OF THE BOARD, CEO AND PRESIDENT
Mr. Roy has been a Director, President and Chief Executive Officer of the
Company since its inception. He has served as President and Director of the
Company's main operating strategic business unit, MindLoft Consulting, Inc.
(formerly known as Technology Consultants, Inc.). Mr. Roy brings to MindLoft.Com
more than 15 years of experience in the computer and software development
industries, during much of which he has served in management or senior executive
positions. Starting as a Senior Account Manager for Basic Four/MAI Corporation,
he joined the McDonnell Douglas Computer Systems Company and became, in
succession, Manager of the Dallas branch, Director of Sales for the Western
Region and National Director of ISO sales. In his position as National Director,
he also had direct charge of the Corporation's national value added remarketer
(VAR) and dealership sales operations.
In 1987, Mr. Roy started Omega Systems, a software development company with
products geared for the automobile dealership and telemarketing industries.
Coral Companies acquired the company in 1989, and he went on to provide
management consulting to various real estate and manufacturing companies. In
June 1995, Mr. Roy accepted a senior sales position with Storage Systems
Computers, a company manufacturing and marketing data storage systems and disk
arrays.
Mr. Roy served as President and CEO of Artesia Data Systems, a Dallas based
software development company with a worldwide clientele consisting of major
multinational oil and gas exploration and refining businesses, a position he
occupied from October 1996 to March 1997. One of Artesia's products was a
software package consisting of core financials and application modules developed
by JD Edwards, for which Artesia had exclusive marketing rights. It was during
this period that Mr. Roy became aware of what he believes to be the shortage of
personnel having knowledge of and experience with JD Edwards systems and
software, particularly those skilled in RPG programming, which is key to the
operation of many current JD Edwards systems. Accordingly, on leaving Artesia,
he founded MindLoft Consulting in order to address this perceived need in the
marketplace.
Mr. Roy supervises the overall operations of MindLoft.Com., and provides
strategic guidance and general supervision to the management team of the
Strategic Business Units.
TED P. SCALLAN, VICE PRESIDENT - MERGERS AND ACQUISITIONS
Mr. Scallan has been the Vice-President-Mergers and Acquisitions of the Company
since its inception.
Mr. Scallan brings to MindLoft.Com his extensive experience and successful
record as a nationally recognized analyst, securities trader and money manager
and as President and CEO of his own business consulting firm. During the past
five years, Mr. Scallon has served as president (November 1994 to December 1995)
of Liberty Resource Group, a company focusing on providing financial consulting
services, including preparation of conventional loan as well as venture capital
or investor proposals, and conducting due diligence and feasibility studies for
mergers and acquisitions. In January 1996 he became President and Chief
Executive Officer of Ten Gas Co, Inc. and Ten Gas Co. Pipeline Corporation where
he directed day to day operations, negotiated lines of credit, prepared
secondary stock issue underwriting and raised private placement funds. In
January 1997, Mr. Scallon founded Liberty Financial Consultants, LLC to provide
professional services relating to business management, strategic alliances and
<PAGE>
mergers/acquisitions and continues in the role of Principal/ Owner of the
Company today. In addition, he served from January 1998 to December 1998 as an
independent business consultant to Carr, Riggs & Ingram, LLP/Wealth Management
Corporation to assist local business clientele with management, finance and
sales/marketing operations.
Mr. Scallan will advise senior management in its acquisition growth planning and
supervise the implementation of those plans.
VAN EGGERS, VICE PRESIDENT - MARKETING AND STOCKHOLDER RELATIONS
Mr. Eggers has been Vice President - Marketing and Stockholder Relations of the
Company since its inception. Mr. Eggers' role is to establish close ties to
Internet technology producers and end-user associations in order to promote
awareness of MindLoft.Com's services and those of its subsidiaries. He will also
assist in the acquisition process and supervise the preparation of documents
required by various governmental oversight agencies and reports to the Company
stockholders.
Following completion of graduate level studies at the University of California,
he undertook a total of 20 years of University teaching, field research and
environmental studies before deciding in 1986 to pursue a career in the computer
industry. In 1987, as one of the first employees of Omega Systems, a start-up
software development company in Dallas, Texas, he rose to the position of
Vice-President, Operations and Marketing responsible for client site
installations and the development and production of company marketing materials.
When the firm was purchased by Coral Companies in 1989, a Denver based Catalogue
software development company, he assumed the position of Director of Marketing
in charge of establishing relationships with computer system VARs and producing
trade shows and marketing campaigns. In July 1990, he joined Electronic
Information Systems as Senior Customer Engineer and Director of Customer Support
for its growing operations in the development of the predictive dialer industry.
From January 1995 to December 1996, he served as an independent consultant to
TriOgen, Incorporated, where he conducted marketing campaigns and developed
sales literature for the Company's non-chemically based air purification
systems. From January 1997 to July 1997, he was a consultant to Field Marketing
Incorporated. Most recently, in August 1997, he joined with two partners to form
a professional services/alternative staffing company, RE/source Professionals,
Inc., in Dallas, Texas, and for the past two years has served as its Director of
Operations. In that period, he developed all of the marketing and contract
materials, established a clientele that includes several Fortune 500 companies.
ALEX BRUNNER, MEMBER, BOARD OF DIRECTORS
Mr. Brunner has been a Director of the Company since its inception. For the past
25 years, Mr. Brunner has been a pioneer in the field of information and image
management with the development and implementation of significant technological
advances that today are industry standards. In 1976, he invented the VISCO
microprocessor-driven rollfilm controller that permitted the automatic location
and retrieval of images on microfilm. This innovation enabled Computer Aided
Retrieval ("CAR") systems to become practical and reliable information
management tools and was responsible for the development of a new industry. In
1980, Mr. Brunner founded STS Data Systems ("STS"), one of the earliest service
bureaus to use highly sophisticated technology to convert paper-based documents
to electronic images. Following the acquisition of STS by IBM of Canada, he
formed Visual Support Corporation (a.k.a. Blue Water Systems) in March, 1990, to
handle the conversion of engineering drawings and aperture cards to digital
formats using hybrid CAR systems. He served as president of Visual until 1998.
In 1998 he developed ScreenScan, a device that reads projected rollfilm images
and converts them to electronic images at a fraction of the cost of current
workstation-based technology. He established ScreenScan
<PAGE>
Systems in January 1994 to develop and market the product and served as its
President until April 1996. In 1997 Mr. Brunner founded Image Vision Corporation
to manufacture and market innovative imaging systems for data archiving and
retrieval and presently serves as its Vice president and Chief Operating
Officer.
Mr. Brunner founded and presided over the Michigan Chapter of the National
Micrographics Association, is a lifetime member of the Association for
Information and Image Management (AIIM), is a recognized and sought after public
speaker and has written numerous articles for prestigious industry publications.
In 1996, he was recognized for his major contributions and received the coveted
Pioneer Award presented yearly by AIIM. As a member of the Board of Directors,
Mr. Brunner's considerable entrepreneurial skills and business experience will
be invaluable to MindLoft.Com and the development of plans for future growth.
ROGER GLENN BROWN, PH.D., MEMBER, BOARD OF DIRECTORS
Dr. Brown has been a Director of the Company since its inception. Following
graduation from the University of California with graduate degrees in History
and Economics, he completed a decade of service during the Cold War in the
United States Central Intelligence Agency, where he was Senior Intelligence
Analyst for Technology Transfer. He then established The INSCAPE Companies in
1977 to fund start-up ventures in the fields of publishing, computer hardware
and software and telecommunications and also served as consultant to several
high-tech Fortune 500 companies. He continues to serve as President of INSCAPE.
In July 1997, Dr. Brown established Logoscape, Inc. under the INSCAPE umbrella
to research patent protection for business processes and software innovations.
This venture was the offspring of a forward-looking conference, Learnscape 2002,
which he sponsored in conjunction with several colleges and universities to
explore the future of the Internet as a learning tool, ways to create knowledge,
and the nature of intellectual capital. Attendees included many of the most
innovative corporations, such as EDS, Silicon Graphics, Cray Research and
Motorola as well as various consultants.
In January 1999, Dr. Brown founded .COMDAQ Corporation, an early stage
E-commerce venture with the goal of altering the current paradigm of capital
formation and to create entirely new funding approaches to the emerging field of
Intellectual Capital.
Dr. Brown is the author of numerous books and articles and has taught classes at
several universities. He has held post-Doctoral Fellowships at some of the most
prestigious `think tanks' and institutions, including The Rand Corporation, The
Hoover Institute at Stanford University, The University of California, Berkeley
and St. John's University Graduate School of Theology. Dr. Brown has served as a
consultant on several international technology transfer projects both in the US
and overseas.
EXECUTIVE AND DIRECTOR COMPENSATION, CONTRACTS
For the last completed fiscal year, Malcolm R. Roy, who serves as Chairman of
the Board, Chief Executive Officer, and President received $157,500 in
compensation. Mr. Roy is under an employment contract with the Company. The
contract is continual and can be terminated upon Mr. Roy's death, resignation,
cessation of the company's activities, or criminal conduct.
Under the employment contract, Mr. Roy's salary is adjustable annually. On the
last day of each year, his base salary for the next year shall be determined by
multiplying his current base salary by a multiplier calculated by dividing the
closing price of our stock by the closing price of our stock on the previous
December 31. For the purposes of the calculation for December 31, 2000, the
previous year's closing price shall be considered to be $12.50 per share. Thus,
if our common stock closes at $25.00 per share on December 31, 2000, Mr. Roy's
base salary for the year 2001 shall be $288,000, calculated by multiplying
<PAGE>
the year 2000 base salary of $144,000 by $25, which is the 12/31/00 closing
price, and dividing the product by $12.50, which is the previous year's closing
price. If the closing price should decrease in any year of the Agreement, or if
the closing price should remain the same, then no adjustment shall be made in
Mr. Roy's base salary except any cost-of-living increase. Stock prices used
shall first be adjusted for any stock splits.
In addition, Mr. Roy is entitled to recieve the following stock bonuses:
A total of 6,000,000 shares of our common stock in 1,000,000 increments the
first time the stock reaches each of the following trading levels per share,
after said options and prices having been adjusted for any stock splits:
1. $15.00
2. $18.00
3. $21.60
4. $25.92
5. $31.10
6. $37.32
The compensation packages for other key employees have not been finalized as of
this date. Directors are compensated at the rate of $1,000 per meeting attended
in person, and $500 per meeting attended by telephone. In addition, any travel
expenses incurred in attending such meetings are reimbursed to directors in
attendance. Mr. Brunner and Dr. Brown have received an option to acquire 30,000
shares of the Company's common stock, 10,000 of which vest each year for the
next three years as long as they remain members of the board of directors. The
options are exercisable for a period of three years from the date that they
vest, and expire if not exercised. All outstanding director option are
exercisable at the rate of $1.00 per share, which was deemed to be the fair
market value upon the date of the grant.
PRINCIPAL SHAREHOLDERS
The following table sets forth the number of shares of the Company's Common
Stock, beneficially owned as of the date of this Memorandum and as adjusted to
reflect the sale of all Common Stock hereby offered by the Company by (i) owners
of more than 10% of the Company's Common Stock; (ii) each director of the
Company; and (iii) all executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
PERCENTAGE OF SHARES PERCENTAGE OF SHARES
NAME AND NUMBER OF SHARES OF COMMON STOCK OF COMMON STOCK
ADDRESS OF OF COMMON STOCK BENEFICIAL BENEFICIALLY OWNED BENEFICIALLY OWNED
BENEFICIAL OWNER BENEFICIALLY OWNED OWNERSHIP AFTER OFFERING AFTER OFFERING
- ---------------- ------------------ -------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Malcolm R. Roy 4,300,000 100 % 4,300,000 68.25
4493 Ocean View Dr.
Destin, FL 32541
All Officers & 4,300,000 100% 4,300,000 68.25
Directors as a Group
</TABLE>
<PAGE>
DESCRIPTION OF CAPITAL STOCK OF THE COMPANY
The authorized capital stock of the Company consists of 300,000,000 shares of
common stock, $0.01 par value per share, and 5,000,000 shares of preferred
stock, $1 par value per share. The following summary of certain provisions of
the common stock and preferred stock does not purport to be complete and is
subject to, and qualified in its entirety by, the provisions of the Company's
Restated Articles of Incorporation and the provisions of applicable law.
COMMON STOCK
There are 300,000,00 shares of common stock authorized, with a par value of $.01
per share. Each share is entitled to one vote, and, subject to those preferences
that may exist for preferred shares, such dividends that, form time to time, we
may declare to be paid of out and is legally available for the payment of
dividends. In the event of our liquidation, dissolution or winding up, the
holders of common stock are entitled to share ratably in all assets remaining
after payment of liabilities and liquidation preferences of any outstanding
shares of preferred stock. Holders of common stock have no preemptive rights or
rights to convert their Common Stock into any other securities. There are no
redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of common stock are fully paid and non-assessable, and the
shares of common stock to be issued pursuant to this prospectus will be fully
paid and non-assessable.
PREFERRED STOCK
There are 5,000,000 shares of preferred stock authorized to be issued, with a
par value of $1 per share. The Board of Directors has wide latitude in
determining the rights and preferences of such class of stock. The Board of
Directors, without stockholder approval, can issue preferred stock with voting,
conversion or other rights that could adversely affect the voting power and
other rights of the holders of common stock. Preferred stock could thus be
issued quickly with terms calculated to delay or prevent a change in control of
the Company or make removal of management more difficult. Additionally, the
issuance of preferred stock may have the effect of decreasing the market price
of the common stock, and may adversely affect the voting and other rights of the
holders of common stock.
The Board of Directors has designed 125,000 shares of preferred stock to be
issued in this offering as "Series A 11% Convertible Preferred Stock."
SERIES A 11% CONVERTIBLE PREFERRED STOCK
(i) DIVIDENDS
The holders of shares of Series A 11% Convertible Preferred Stock shall be
entitled to receive, out of any assets at the time legally available therefor
and when and as declared by the Board of Directors, dividends at the rate of
eleven per cent (11%) per share per annum, and no more, payable in cash
quarterly commencing on the first fiscal quarter after the Series A 11%
Convertible Preferred Stock preferred shareholders shares are issued, and
thereafter on the last day of March, June, September, and December of each year
that any Series A 11% Convertible Preferred Stock shall be outstanding. Such
dividends are prior and in preference to any declaration or payment of any
distribution on the Common Stock of this corporation.
<PAGE>
(ii) PREFERENCES ON LIQUIDATION
In the event of any voluntary or involuntary liquidation, dissolution, or
winding up of the corporation, the holders of shares of the Class A 11%
Convertible Preferred Stock then outstanding shall be entitled to be paid, out
of the assets of the corporation available for distribution to its stockholders,
whether from capital, surplus or earnings, before any payment shall be made in
respect of the corporation's common stock, an amount equal to Eight Dollars
($8.00) per share, plus all declared and unpaid dividends thereon to the date
fixed for distribution. After setting apart or paying in full the preferential
amounts due the holders of the Series A 11% Convertible Preferred Stock the
remaining assets of the corporation available for distribution to stockholders,
if any, shall be distributed exclusively to the holders of common stock, each
such issued and outstanding share of common stock entitling the holder thereof
to receive an equal proportion of said remaining assets. If upon liquidation,
dissolution, or winding up of the corporation, the assets of the corporation
available for distribution to its shareholders shall be insufficient to pay the
holders of the Series A 11% Convertible Preferred Stock the full amounts to
which they respectively are entitled, then they shall share ratably in any
distribution of assets according to the respective amounts which would be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to said shares were paid in full. The merger
or consolidation of the corporation into or with another corporation in which
this corporation shall not survive and the shareholders of this corporation
shall own less than 50% of the voting securities of the surviving corporation or
the sale, transfer or lease (but not including a transfer or lease by pledge or
mortgage to a bona fide lender) of all or substantially all of the assets of the
corporation shall be deemed to be a liquidation, dissolution or winding up of
the corporation.
(iii) VOTING RIGHTS
The shares of Series A 11% Convertible Preferred Stock shall have no voting
rights with regard to the election of directors or as to other matters except
those affecting the class. The Company may not take any of the following actions
without first obtaining the approval by vote or written consent, in the manner
provided by law, of the holders of at least a majority of the total number of
shares of Series A 11% Convertible Preferred Stock outstanding, voting
separately as a class, (1) alter or change any of the powers, preferences,
privileges, or rights of the Series A 11% Convertible Preferred Stock; or (2)
amend the provisions of this paragraph; or (3) create any new class or series of
shares having preferences prior to or being on a parity with the Series A 11%
Convertible Preferred Stock as to dividends or assets.
(iv) CONVERSION RIGHTS
Each share of Series A 11% Convertible Preferred Stock may, at the option of the
holder, be converted into fully paid and non-assessable shares of common stock
of the corporation at any time within twelve months after the first date on
which our common stock becomes publicly traded. For purposes of this section,
publicly traded shall mean the initiation of quotations or the publication or
submission by a securities broker or dealer of a quotation in any quotation
medium or interdealer quotation system.
The Conversion Ratio per share at which shares of common stock shall be
initially issuable upon conversion of any shares of Series A 11% Convertible
Preferred Stock shall be one for one, subject to adjustment in the event that
the corporation shall at any time subdivide the outstanding shares of common
stock, or shall issue a stock dividend on its outstanding common stock, then the
Conversion Ratio in effect immediately prior to such subdivision or the issuance
of such dividend shall be proportionately increased, and in case the corporation
shall at any time combine the outstanding shares of common stock, the Conversion
Ratio in effect immediately prior to such combination shall be proportionately
decreased.
<PAGE>
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF MINDLOFT.COM'S POISON PILL PLAN,
AND FLORIDA LAW
POISON PILL.
On November 30, 1999, the Board of Directors of MindLoft.Com declared a
dividend of one purchase warrant for every outstanding share of the company's
common stock, $.0001 par value. The warrants will be distributed on January 31,
2000 to stockholders of record as of the close of business on that date. The
terms of the warrants are set forth in the Warrants Agreement dated as of
November 30, 1999, between the company and Florida Atlantic Stock Transfer,
Inc., as Warrants Agent. The Warrants Agreement provides for the issuance of one
warrant for every share of common stock issued and outstanding on the dividend
record date and for each share of common stock which is issued or sold after
that date and prior to the distribution date.
Each warrant entitles the holder to purchase from MindLoft.Com one
share of common stock at a price of $.10 per share, subject to adjustment. The
warrants will expire on December 30, 2009, or the earlier redemption of the
warrants, and are not exercisable until the distribution date.
No separate warrant certificates will be issued at the present time.
Until the distribution date (or earlier redemption or expiration of the
warrants):
o The warrants will be evidenced by the common stock certificates and
will be transferred with and only with such common stock certificates
o New common stock certificates issued after the dividend record date
upon transfer or new issuance of MindLoft.Com's common stock will
contain a notation incorporating the warrants agreement by reference
o The surrender for transfer of any of MindLoft.Com's common stock
certificates will also constitute the transfer of the warrants
associated with the common stock represented by such certificate
The warrants will separate from the common stock and warrants certificates will
be issued on the distribution date. Unless otherwise determined by a majority of
the board then in office, the distribution date will occur on the earlier of the
following:
o The tenth business day following the later of the date of a public
announcement that a person, including affiliates or associates of
such person, except as described below, has acquired or obtained the
warrant to acquire, beneficial ownership of 15% or more of the
outstanding shares of common stock or the date on which an executive
officer of MindLoft.Com has actual knowledge that an acquiring person
became such or
o The tenth business day following commencement of a tender offer or
exchange offer that would result in any person together with its
affiliates and associates owning 15% or more of MindLoft.Com's
outstanding common stock. In any event, the board of directors may
delay the distribution of the certificates. After the distribution
date, separate certificates evidencing the warrants will be mailed to
holders of record of MindLoft.Com's common stock as of the close of
business on the distribution date and such separate warrants
certificates alone will evidence the warrants.
<PAGE>
If, at any time after January 31, 2000, any person or group of affiliated or
associated persons (other than MindLoft.Com and its affiliates) shall become an
acquiring person, each holder of a warrant will have the warrant to receive
shares of MindLoft.Com's common stock (or, in certain circumstances, cash,
property or other securities of MindLoft.Com) having a market value of one
hundred times the exercise price of the warrant. Also, in the event that
following the stock acquisition date MindLoft.Com was acquired in a merger or
other business combination, or more than 25% of its assets or earning power was
sold, each holder of a warrant would have the right to exercise such warrant and
thereby receive common stock of the acquiring company with a market value of one
hundred times the exercise price of the warrant. Following the occurrence of any
of the events described in this paragraph, any warrants that are, or (under
certain circumstances specified in the warrants agreement) were, beneficially
owned by any acquiring person shall immediately become null and void.
The board may, at its option, at any time after any person becomes an
acquiring person, exchange all or part of the then outstanding and exercisable
warrants for shares of common stock at an exchange ratio of one share of common
stock per warrant, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after November 30, 1999. The board,
however, may not effect an exchange at any time after any person, (other than
/solid diamond/ MindLoft.Com;
/solid diamond/ Any strategic business unit of the company;
/solid diamond/ Any employee benefit plan of the company or any strategic
business unit of the company; or
/solid diamond/ Any entity holding common stock for or pursuant to the terms
of any such plan),
together with all affiliates of such person, becomes the beneficial owner of 50%
or more of the common stock then outstanding. Immediately upon the action of the
board ordering the exchange of any warrants and without any further action and
without any notice, the warrant to exercise such warrants will terminate and the
only warrant thereafter of a holder of such warrants will be to receive that
number of shares of common stock equal to the number of such warrants held by
the holder multiplied by the exchange ratio.
The exercise price of the warrants, and the number of shares of common
stock or other securities or property issuable upon exercise of the warrants are
subject to adjustment from time to time to prevent dilution:
o In the event of a stock dividend on, or a subdivision, combination or
reclassification of, the common stock;
o Upon the grant to holders of the common stock of certain warrants or
warrants to subscribe for shares of the common stock or convertible
securities at less than the current market price of the common stock;
or
o Upon the distribution to holders of the common stock of evidences of
indebtedness or assets (excluding cash dividends paid out of the
earnings or retained earnings of MindLoft.Com and certain other
distributions) or of subscription warrants (other than those referred
to above).
<PAGE>
At any time prior to the earlier of the distribution date or the close
of business on the expiration date, MindLoft.Com, by a majority vote of the
board then in office, may redeem the warrants at a redemption price of $.01 per
warrant, as described in the warrants agreement. Immediately upon the action of
the board electing to redeem the warrants, the warrant to exercise the warrants
will terminate and the only right of the holders of warrants will be to receive
the redemption price.
Until a warrant is exercised, the holder thereof, as such, will have no warrants
as a stockholder of MindLoft.Com, including, without limitation, the warrant to
vote or to receive dividends.
The warrants agreement may be amended by the board at any time prior to
the distribution date without the approval of the holders of the warrants. From
and after the distribution date, the warrants agreement may be amended by the
board without the approval of the holders of the warrants in order to cure any
ambiguity, to correct any defective or inconsistent provisions, to change any
time period for redemption or any other time period under the warrants agreement
or to make any other changes that do not adversely affect the interests of the
holders of the warrants (other than any acquiring person or its affiliates and
associates, or their transferees).
The form of warrants agreement dated as of December 30, 1999, between us and
Florida Atlantic Stock Transfer, Inc., as Warrants Agents specifying the terms
of the warrants (including as exhibits the form of the warrants certificate and
the 6summary of warrants) is attached hereto as an exhibit. The foregoing
description of the warrants does not purport to be complete and is qualified in
its entirety by reference to the warrants agreement, which is incorporated
herein by reference.
FLORIDA LAW
The laws of the State of Florida, where the company's principal
executive offices are located, impose restrictions on certain transactions
between certain foreign corporations and significant stockholders. Florida
Statutes 607.0901 to 607.0903 is an "affiliated transaction" statute that
prevents certain hostile and coercive merger devices. An affiliated transaction
is a significant transaction (e.g., merger, a sale of more than 5% of the
assets, issuance of an additional 5% of stock, or dissolution) with a
shareholder who owns more than 10% of the outstanding stock of a company. In
additional to any approval required by law, the company's charter, or by the
interests given to either bondholders to stockholders by operation of an
agreement, an affiliated transaction must also be approved by either a majority
of the corporations disinterested directors, or two thirds of the remaining
disinterested shareholders. There are three exceptions to this rule. First, the
affiliated transaction statute can be avoided if the minimum price paid to the
shareholders is at least equal to the highest price paid by an interested
shareholder in the past two years. Second, if the interested shareholder has
owned more than 80% of the corporation's outstanding shares for at least five
years before the affiliated transaction occurs, the statute does not apply.
Third, the statute would not apply if the interested shareholder owned more than
90% of the outstanding shares when the affiliated transaction occurs.
Additionally, a corporation may elect to opt out of the statute; MindLoft.Com
has not chosen this option.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference in this prospectus other
information that Winn-Dixie Stores, Inc. and UNUMProvident file with them, which
means that we can disclose important information to you by referring you to
those documents. This prospectus incorporates important business and financial
information about Winn-Dixie Stores, Inc. and UNUMProvident that is not included
in or delivered with this prospectus. The information that Winn-Dixie Stores,
Inc. and UNUMProvident file later with the SEC will
<PAGE>
automatically update and supersede the information included in and incorporated
by reference in this prospectus. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the expiration
of this exchange offer.
For Winn-Dixie Stores, Inc.:
1. The annual report on Form 10-K for the year ended 6-30-99, as
amended, including but not limited to the consents of experts
included therein.
2. The quarterly report on Form 10-Q for the fiscal quarter ended
1-12-00, as amended.
For UNUMProvident:
1. The annual reports on Form 10-K/A filed for UNUM and Provident
Companies, for the year ended 12-31-98, as amended, including but
not limited to the consents of experts included therein.
2. The quarterly report on Form 10-Q for the fiscal quarter ended
9-30-99, as amended.
3. The merger agreement on Form S-4 filed for both UNUM and Provident
on June 2, 1999.
The Companies have filed each of these documents with the SEC and they
are available from the SEC's Internet site at/or public reference rooms
described under "Where You Can Find More Information" below.
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
the information that is different from or in addition to what is contained in
this prospectus. Therefore, if anyone does give you information of this sort,
you should not rely on it. If you are in a jurisdiction where it is unlawful to
offer to exchange or sell or to ask for offer to exchange or buy the securities
offered by this prospectus, or if you are a person to whom it is unlawful to
direct those activities, then the offer presented in this prospectus does not
extend to you. The information contained in this prospectus speaks only as of
its date unless the information specifically indicates that other dates applies.
TERMS OF THE EXCHANGE OFFER
MindLoft.Com Incorporated, a Florida corporation, hereby offers to
exchange an aggregate of 2,000,000 shares of common stock, for shares of common
stock of the following two corporations: UNUMProvident and Winn-Dixie Stores,
Inc. upon the terms and subject to the conditions set forth below and in the
Letter of Transmittal, which is Appendix A to this prospectus. Once tendered,
the shares will be held by Wilmington Trust Company acting as Depository, until
the expiration of the offering. The Depository will calculate the shares
tendered and advise us on the expiration date as to how many shares of each
Affinity Company have been tendered. We will deliver to the Depository the
appropriate number of our shares which will be distributed to the tendering
stockholders of the Affinity Companies. If a sufficient number of shares of the
Affinity Companies have been tendered upon expiration of the Exchange Offer, the
Depository will transfer our shares to the shareholders of the Affinity
Companies, and deliver the shares of the Affinity Companies to us. If the shares
tendered do not meet the requirements set forth below, then the Depository will
promptly return the shares to the tendering shareholders. Once shares have been
tendered, the tendering shareholders shall remain the owners of the
<PAGE>
shares until the expiration of the Exchange Offer, and will retain all rights to
the shares, except the right to sell, transfer or otherwise dispose of the
shares during the pendency of the Exchange Offer.
1. BASIC TERMS OF THE OFFER
The following terms and conditions apply to our Exchange Offer:
/solid diamond/ We will accept for exchange any combination of the
shares of the Affinity Companies' stock that is equivalent in
value to $25 Million, as calculated according to the exchange
formula.
/solid diamond/ We will not accept any shares of the Affinity
Companies' stock if the amount accepted would exceed 1.9% of
the issued and outstanding shares of stock of any such company.
/solid diamond/ We will not accept any shares for exchange if the
total value of the shares tendered on the Expiration Date do
not equal at least $2 Million, as calculated according to the
exchange formula.
/solid diamond/ We will not accept any shares for exchange if they are
tendered by a shareholder who is a resident of a state where
the offer is not permitted by state law. See Section 7 below
for state details.
/solid diamond/ This offer is being made on a "first come, first
exchange basis."
/solid diamond/ We will only accept shares from stockholders of the
Affinity Companies who have consented to electronic delivery of
this prospectus.
The term "exchange formula" means the following: we will multiply the
number of shares tendered by each shareholder of an Affinity Company by the
average closing price per share of their stock ten business days prior to the
expiration date. We will then exchange those shares for an equal value of our
shares, at the rate of $12.50 per share for our shares. The price of our shares
has been arbitrarily determined by us, and our shares are not presently publicly
traded.
The term "expiration date" means 8:00 p.m., New York City Time, on
_____________, 2000.
The term "first come, first exchange basis" means that if the value of
the shares tendered exceeds $20 million, we will only accept for exchange the
first $20 million of shares that have been tendered and will promptly return the
shares that exceed this amount. In the event that more than $20 million in
shares is tendered, we will not prorate the offering among all persons who
tender.
We will not extend the offer, waive material conditions or amend the offer
without filing a post-effective amendment that is declared effective, which
would commence a new offering. Any shares tendered prior to the filing of any
post effective amendment as described above would be returned before the
commencement of the new offering.
As used in this offer to exchange, "business day" means any day other than a
Saturday, Sunday or a U.S. federal holiday, and consists of the time period from
12:01 a.m. through 12:00 Midnight, Eastern Standard Time.
We expressly reserve the right to terminate the offer and not to accept for
exchange any shares not previously accepted for exchange, if any condition to
the offer is not satisfied, by giving oral or written notice of such termination
to the depository.
<PAGE>
2. ACCEPTANCE FOR EXCHANGE AND EXCHANGE FOR SHARES
For a stockholder to validly tender shares pursuant to the offer, either
(a) a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), with any required signature guarantees or an Agent's
Message (in connection with book-entry transfer of shares of common stock) and
any other required documents, must be received by the depositary at one of its
addresses set forth herein prior to the expiration date
and, either
(i) Certificates for tendered shares must be received by the depositary at one
of such addresses prior to the expiration date, or
(ii) Shares must be delivered pursuant to the procedures for book-entry transfer
set forth below in Section 3 and a book-entry confirmation must be received by
the depositary on or prior to the expiration date;
Or
(b) The tendering stockholder must comply with the guaranteed delivery
procedures set forth herein and in Section 3 below.
The term "Agent's Message" means a message transmitted by a book-entry
transfer facility to, and received by, the depositary and forming a part of a
book-entry confirmation, which states that such book-entry transfer facility has
received an express acknowledgment from the participant in such book-entry
transfer facility transferring the shares which are the subject of such
book-entry confirmation that such participant has received and agrees to be
bound by the terms of the Letter of Transmittal and that offeror may enforce
such agreement against such participant.
We will be deemed to have accepted for exchange, and thereby exchanged,
shares validly deposited with the depositary when we give oral or written notice
to the depositary of our acceptance. In all cases, exchange for shares pursuant
to the offer will be made by deposit of our common stock with the depositary.
The depositary will act as agent for exchanging stockholders for the purpose of
receiving common stock from us and transmitting common stock to exchanging
stockholders whose shares have been accepted by us.
If any deposited shares are not exchanged for any reason or if
certificates are submitted for more shares than are exchanged, certificates for
such shares not exchanged will be returned to the tendering shareholder or
ifthey have been received by book-entry transfer, credited to an account
maintained at the appropriate book-entry transfer facility as promptly as
possible following the expiration, termination or withdrawal of the Exchange
Offer.
3. PROCEDURE FOR EXCHANGING SHARES
BOOK-ENTRY TRANSFER. The depositary will make a request to establish an
account with respect to the Shares at The Depository Trust Company for purposes
of the offer.
<PAGE>
Any financial institution that is a participant in a book-entry
transfer facility's system may make book-entry delivery of shares by causing a
book-entry transfer facility to transfer such shares into the depositary's
account at such book-entry transfer facility in accordance with that facility's
procedure for such transfer. Although delivery of shares may be effected through
book-entry transfer into the depositary's account at a book-entry transfer
facility, however, an Agent's Message in connection with a book-entry transfer
and any other required documents, must, in any case, be transmitted to, and
received by, the depositary at its address set forth in this offer to exchange
on or prior to the expiration date.
The confirmation of a book-entry transfer of shares into the
depositary's account at a book-entry transfer facility as described above is
known as a "Book-Entry Confirmation."
SIGNATURE GUARANTEES. Signatures on all Letters of Transmittal must be
guaranteed by a member in good standing of the Securities Transfer Agent's
Medallion Program, or by any other bank, broker, dealer, credit union, savings
association or other entity that is an "eligible guarantor institution," as such
term is defined in Rule 17Ad-15 under the Exchange Act, each of the foregoing
constituting an "Eligible Institution", unless the shares are deposited:
(i) by a registered holder (which term, for purposes of this Section, includes
any participant in any of the book-entry transfer facilities' systems whose
name appears on a security position listing as the owner of the shares) of
shares who has not completed either the box labeled "Special Delivery
Instructions" or the box labeled "Special Payment Instructions" on the
Letter of Transmittal or
(ii) for the account of an eligible institution. See Instruction 1 contained in
the Letter of Transmittal. If the certificates representing shares are
registered in the name of a person or persons other than the signer of the
Letter of Transmittal, or if exchange is to be made or certificates for
shares not accepted for exchange are to be issued to a person other than
the registered holder, then the certificates representing shares must be
endorsed or accompanied by appropriate stock powers, in each case signed
exactly as the name or names of the registered holder or holders appear on
the certificates, with the signatures on the certificates or stock powers
guaranteed as described above and as provided in the Letter of Transmittal.
See Instructions 1 and 5 contained in the Letter of Transmittal.
GUARANTEED DELIVERY. If a stockholder desires to tender securities and the
certificates are not immediately available or the procedures for book entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the depositary prior to the expiration date, such
tender may be made if all the following conditions are met:
(i) Such tender is made by or through an eligible institution;
(ii) A properly completed and executed Notice of Guaranteed Delivery,
substantially in the form provided by us is received by the depositary,
prior to the expiration date.
(iii) The certificates for all tendered shares of common stock, in proper form
for transfer, or a book-entry confirmation, together with a properly
completed and executed Letter of Transmittal, with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message,
and any other required documents, are received by the depositary within
three trading days after the date of execution of such Notice of Guaranteed
Delivery.
<PAGE>
The Notice of Guaranteed Delivery may be delivered by hand to the depositary or
transmitted by telegram, facsimile transmission or mailed to the depositary and
must include the guarantee by and eligible institution in the form set forth in
such Notice of Guaranteed Delivery.
BACKUP WITHHOLDING. In order to avoid "backup withholding" of U.S.
Federal Income Tax on any gain pursuant to the offer, a stockholder surrendering
shares in the offer must, unless an exemption applies, provide the depositary
with such stockholder's correct taxpayer identification number ("TIN") on a
Substitute Form W-9 and certify under penalties of perjury that such TIN is
correct and that such stockholder is not subject to backup withholding.
If a stockholder does not provide such stockholder's correct TIN or fails to
provide the certifications described above, the Internal Revenue Service may
impose a penalty on such stockholder and payment of cash to such stockholder
pursuant to the offer may be subject to backup withholding of 31%.
All stockholders surrendering shares pursuant to the offer should complete and
sign the main signature form and the Substitute Form W-9 included as part of the
Letter of Transmittal to provide the information and certification necessary to
avoid backup withholding (unless an applicable exemption exists and is proved in
a manner satisfactory to the offeror and the depositary). Certain stockholders
(including, among others, all corporations and certain foreign individuals and
entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8 (Certificate of Foreign Status), a copy of which may be
obtained from the depositary, in order to avoid backup withholding. See
Instruction 10 to the Letter of Transmittal.
DETERMINATION OF VALIDITY.
o All questions as to the form of documents and the validity, eligibility
(including time of receipt) and acceptance for any exchange of shares pursuant
to any of the procedures described above will be determined by us, which
determination shall be final and binding on all parties.
o We reserve the absolute right to reject any or all deposited shares that are
determined by us not to be in proper form or the acceptance of or exchange for
which, in our opinion, may be unlawful.
o We also reserve the absolute right to waive any defect or irregularity in any
exchange of shares.
o Our interpretation of the terms and conditions of the offer including the
Letter of Transmittal and the instructions thereto, will be final and binding on
all parties.
o No exchange of shares will be deemed to have been validly made until all
defects and irregularities have been cured or waived.
o None of offeror, the depositary, or any other person will be under any duty to
give notification of any defects or irregularities in exchanges or incur any
liability for failure to give any such notification.
<PAGE>
APPOINTMENT AS PROXY. By executing a Letter of Transmittal, (or
agreeing to be bound by its terms through an Agent's Message) an exchanging
stockholder irrevocably appoints designees of offeror as such stockholder's
attorneys-in-fact and proxies, each with full power of substitution, in the
manner set forth in the Letter of Transmittal, to the full extent of such
stockholder's rights with respect to the shares deposited by such stockholder
and accepted for exchange by us.
All such powers of attorney and proxies shall be considered coupled with an
interest in the deposited shares. Such powers of attorney and proxies shall be
irrevocable and shall be effective when, and only to the extent that, offeror
accepts such shares for exchange.
Upon such acceptance for exchange, all prior powers of attorney and proxies
given by such stockholder with respect to such shares will be revoked, without
further action, and no subsequent powers of attorney and proxies may be given by
such stockholder. If any are given, will not be deemed effective.
The designees of offeror will be empowered to exercise all voting and other
rights of such stockholder with respect to such shares as they in their sole
discretion may deem proper, including, without limitation, in respect of any
annual or special meeting of the Company's stockholders, or any adjournment or
postponement thereof, or in connection with any action by written consent in
lieu of any such meeting or otherwise.
4. WITHDRAWAL RIGHTS
o Exchanges of shares pursuant to the offer are irrevocable.
o Shares deposited pursuant to the offer may not be withdrawn at any time prior
to the expiration date, which means that once you have tendered your shares, you
cannot withdraw them. Once tendered, you shares will either be exchanged for our
shares, or will be returned to you upon expiration or termination of the
Exchange Offer.
o If we extend the offer, or are delayed in our exchange for shares, then,
deposited shares will be returned to the tendering shareholders by the
depositary.
5. CERTAIN FEES AND EXPENSES
We have retained Wilmington Trust Company to act as the depositary in connection
with the offer. The depositary will receive reasonable and customary
compensation for its services, will be reimbursed for certain reasonable
out-of-pocket expenses and will be indemnified against certain liabilities and
expenses in connection therewith, including certain liabilities under the U.S.
federal securities laws.
We will not pay any fees or commissions to any broker or dealer or
other person for soliciting exchanges of shares pursuant to the offer.
6. CERTAIN CONDITIONS OF THE OFFER
The Exchange Offer is subject to the registration statement and any
amendment to the registration statement covering our common stock being
effective under the Securities Act of 1933. The Exchange Offer is also subject
to the other conditions set forth in this section, Terms of the Exchange Offer.
<PAGE>
If at any time prior to the acceptance for payment of shares, any of the
following events shall occur we shall have the right to terminate the exchange
Offer and the deposited shares will be promptly returned to the shareholders:
(a) there shall have been any action taken, or any statute, rule,
regulation, judgment, order or injunction, promulgated, enacted, entered,
enforced or deemed applicable to the offer, that would or is reasonably likely
to:
(i) Make the acceptance for exchange of, or exchange of some or
all of the shares pursuant to the offer illegal, or otherwise
restrict or prohibit or make materially more costly the
consummation of the offer,
(ii) Result in a significant delay in or restrict our ability to
accept for exchange some or all of the shares pursuant to the
offer,
(iii) Render us unable to accept for exchange some or all of the
shares pursuant to the offer,
(iv) Impose material limitations on our ability to acquire or
hold, transfer or dispose of, or effectively to exercise all
rights of ownership of, some or all of the shares including
the right to vote the shares exchanged by it pursuant to the
offer on all matters properly presented to the stockholders
of the Affinity Companies,
(v) Otherwise materially adversely affect us, or the value of the
shares or otherwise make consummation of the offer, unduly
burdensome;
(b) There shall have been threatened, instituted or pending any action,
proceeding or counterclaim by or before any governmental, administrative or
regulatory agency or instrumentality or before any court, arbitration tribunal
or any other tribunal, domestic or foreign, challenging the making of the offer
or the acquisition by us of the shares pursuant to the offer or seeking to
obtain any material damages, or seeking to, directly or indirectly, result in
any of the consequences referred to in clauses (i) through (v) of paragraph (a)
above;
(c) There shall have occurred:
(i) For a period of more than one full trading day any general
suspension of, or limitation on prices for, trading in
securities on any national securities exchange or in the
over-the-counter market in the United States,
(ii) The declaration of any banking moratorium or any suspension
of payments in respect of banks or any limitation (whether or
not mandatory) on the extension of credit by lending
institutions in the United States,
(iii) The commencement of a war, armed hostilities or any other
international or national calamity involving the United
States, or
(iv) A material adverse change in the United States currency
exchange rates or a suspension of, or limitation on, the
markets therefor;
(d) There shall have occurred any change, condition, event or
development in the business, condition (financial or otherwise), assets,
liabilities, results of operations or prospects of the Affinity
<PAGE>
Companies or any of their subsidiaries that is, or is reasonably likely to be,
materially adverse to the them taken as a whole or that materially impairs, or
is reasonably likely to materially impair the ability of the parties to
consummate the offer; which, in the sole judgment of offeror, in any case, and
regardless of the circumstances giving rise to any such condition, makes it
inadvisable to proceed with the offer or with acceptance for exchange or
exchange for shares.
The foregoing conditions are for our sole benefit and may be asserted regardless
of the circumstances or waived by us in whole or in part at any time or from
time to time in our discretion.
Our failure at any time to exercise any of the foregoing rights shall
not be deemed a waiver of any such right, and each such right shall be deemed an
ongoing right which may be asserted at any time. Any determination by us
concerning the events described above will be final and binding on all parties.
Although we are exempt from most of Section 14 of the Securities Exchange Act of
1934 which governs tender offers, we are required to remain in compliance with
Section 14(e) which contains certain provisions that apply generally to all
tender offers. For example, Rule 14e-1 requires that all tender offers must be
open for at least 20 business days. Since we have set the term of the Exchange
Offer to exceed the minimum time frame in the rules, we are in compliance with
such minimum requirements. In some cases, there may be inconsistencies between
the Section 14(e) rules and other requirements of the federal securities laws.
In the event of such conflict, we will remain in compliance with the applicable
provisions of the federal securities laws to which we are subject.
7. CERTAIN LEGAL MATTERS
We will only accept shares for exchange from shareholders of the
Affinity Companies who are residents of the following states: Alaska, Arizona,
Arkansas, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois,
Indiana, Kansas, Kentucky, Maine, Massachusetts, Minnesota, Missouri, Montana,
Nebraska, Nevada, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon,
Rhode Island, South Carolina, Texas, Vermont, and West Virginia. We will also
accept shares from shareholders who are not residents of the United States.
We are not permitted to accept shares for exchange from shareholders
who are residents of Alabama, California, Connecticut, Iowa, Louisiana,
Maryland, Michigan, Mississippi, New Hampshire, New Jersey, North Dakota,
Pennsylvania, South Dakota, Tennessee, Utah, Virginia, Washington, Wisconsin,
and Wyoming.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
OF THE EXCHANGE OFFER
The following is a summary of the principal U.S. Federal Income Tax
Consequences of the offer to holders whose shares are exchanged pursuant to the
offer. The discussion applies only to holders of shares in whose hands shares
are capital assets, and may not apply to shares received pursuant to the
exercise of employee stock options or otherwise as compensation, or to holders
of shares who are not citizens or residents of the United States.
The U.S. Federal Income Tax consequences set forth below are included
for general informational purposes only and are based upon present law. Because
individual circumstances may differ, each holder of shares should consult such
holder's own tax advisor to determine the applicability of the rules discussed
<PAGE>
below to such stockholder and the particular tax effects of the offer including
the application and effect of state, local and other tax laws.
The receipt of the common stock will be a taxable transaction for U.S.
Federal Income Tax purposes and also may be a taxable transaction under
applicable state, local and other income tax laws. In general, for U.S. Federal
Income Tax purposes, a holder of shares will recognize gain or loss equal to the
difference between such holder's adjusted tax basis in the shares exchanged
pursuant to the offer and the value of the common stock received therefor. Gain
or loss must be determined separately for each block of shares (i.e., shares
acquired at the same cost in a single transaction) sold pursuant to the offer.
Such gain or loss will be capital gain or loss and will be long-term gain or
loss if, on the date of sale the shares were held for more than one year.
Payments in connection with the offer may be subject to backup
withholding at a 31% rate. Backup withholding generally applies if the
stockholder:
(a) fails to furnish such stockholder's social security number or TIN,
(b) furnishes an incorrect TIN,
(c) fails properly to report interest or dividends or
(d) under certain circumstances, fails to provide a certified statement, signed
under penalties of perjury, that the TIN provided is such stockholder's
correct number and that such stockholder is not subject to backup
withholding. Backup withholding is not an additional tax but merely an
advance payment, which may be refunded to the extent it results in an
overpayment of tax.
Certain persons generally are exempt from backup withholding, including
corporations and financial institutions. Certain penalties apply for failure to
furnish correct information and for failure to include the reportable payments
in income. Each stockholder should consult with such stockholder's own tax
advisor as to such stockholder's qualification for exemption from withholding
and the procedure for obtaining such exemption.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Florida Atlantic Stock
Transfer Inc.
LEGAL MATTERS
The legality of the Common Stock being offered hereby will be passed upon for
the Company by Hackney & Miller, P.A., Admiralty Office Tower Two, 4400 PGA
Boulevard, Suite 505, Palm Beach Gardens, FL 33410.
AVAILABLE INFORMATION
The Company will be subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith will file reports, proxy and information statements and other
information with the SEC. Such reports, proxy and information statements and
other information filed by the Company with the SEC can be inspected and copied
at the public reference
<PAGE>
facilities of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, NW,
Washington, DC, 20549, as well as at the following SEC Regional Offices: Seven
World Trade Center, New York, NY 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, IL 60661-2511. Copies can be obtained from the SEC
by mail at prescribed rates. Requests should be directed to the SEC's Public
Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington,
DC, 20549.
The Company has filed the Registration Statement under the Securities Act
covering the securities described herein. This Prospectus does not contain all
of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the SEC. For
further information, reference is hereby made to the Registration Statement and
the exhibits thereto, which may be inspected without charge at the office of the
SEC at 450 Fifth Street, NW, Washington, DC, 20549, and copies of which may be
obtained from the SEC at prescribed rates.
The SEC maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants, such as the Company,
that file electronically with the SEC. The address of such site is
HTTP://WWW.SEC.GOV.
<PAGE>
INDEX TO
FINANCIAL STATEMENTS
Accountants Report.......................................................F-2
Balance Sheets...........................................................F-3
Statements of Income.....................................................F-5
Statements of changes in Stockholders Equity.............................F-6
Statement of Cash Flows..................................................F-7
Independent Auditors Report..............................................F-8
Balance Sheets...........................................................F-9
Statements of Income.....................................................F-11
Statements of Changes in Stockholder Equity..............................F-12
Statements of Cash Flows.................................................F-13
Notes to Financial Statements............................................F-14
F-1
<PAGE>
ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
MindLoft.Com Incorporated
(Successor to Technology Consultants, Inc.)
We have compiled the accompanying balance sheets of MindLoft.Com Incorporated
(successor to Technology Consultants, Inc.) as of December 31, 1999 and 1998 and
the related statements of income, changes in stockholders' equity and cash flows
for the six months then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures required by
generally accepted accounting principles. If the omitted disclosures were
included in the financial statements, they might influence the user's
conclusions about the Company's financial position, results of operations, and
cash flows. Accordingly, these financial statements are not designed for those
who are not informed about such matters.
CARR, RIGGS & INGRAM, LLP
Certified Public Accountants
Destin, Florida
January 29, 2000
F-2
<PAGE>
MINDLOFT.COM INCORPORATED
(SUCCESSOR TO TECHNOLOGY CONSULTANTS, INC.)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
1999 1998
-------- --------
ASSETS
Current Assets
Cash in bank $ 57,740 $ 63,053
Restricted Cash 42,477 --
Certificate of deposit 102,025 --
Fees receivable 361,148 133,341
TOTAL CURRENT ASSETS 563,390 196,394
Property and equipment
Machinery and equipment 34,309 8,536
Improvements 11,236 --
Furniture and fixtures 11,738 3,386
Vehicles 63,966 8,605
121,249 20,527
Less accumulated depreciation 27,173 8,033
PROPERTY AND EQUIPMENT-NET 94,076 12,494
Other Assets
Other Assets 45,569 34,204
Software Development 32,949 --
Public and Private Offering Costs 77,607 --
TOTAL OTHER ASSETS 156,125 34,204
TOTAL ASSETS $813,591 $243,092
SEE ACCOUNTANT'S REPORT.
F-3
<PAGE>
MINDLOFT.COM INCORPORATED
(SUCCESSOR TO TECHNOLOGY CONSULTANTS, INC.)
BALANCE SHEETS (CONTINUED)
DECEMBER 31, 1999 AND 1998
1999 1998
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term borrowings $290,726 $ --
Current maturities of long-term debt 27,130 --
Accounts payable and accrued compensation 247,655 117,446
Income taxes payable 11,119 12,781
Other current liabilities 9,277 10,900
TOTAL CURRENT LIABILITIES 585,907 141,127
Long-term debt 50,093 --
Stockholders' equity
Preferred Stock, Series A non-voting,
11% cumulative, 125,000 shares authorized, 32,000 --
4,000 shares issued at December 31, 1999
Common stock, Class A voting, .001 par
value; 300,000,000 shares authorized,
4,300,000 shares issued and outstanding at
December 31, 1999 4,300 51,000
Additional paid in capital 105,259 --
Retained Earnings 36,032 50,965
Total Stockholders' equity 177,591 101,965
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $813,591 $243,092
SEE ACCOUNTANT'S REPORT.
F-4
<PAGE>
MINDLOFT.COM INCORPORATED
(SUCCESSOR TO TECHNOLOGY CONSULTANTS, INC.)
STATEMENTS OF INCOME
SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
----------- -----------
Revenues $ 1,108,088 $ 452,796
Cost of revenues 660,811 248,882
Gross profit 447,277 203,914
Expenses
Salaries and benefits 168,108 44,756
Other selling, general and
administrative expenses 223,254 110,026
Total Expenses 391,362 154,782
Operating Income 55,915 49,132
Other income (expenses)
Interest income 4,802 14
Interest expense (3,066) --
Total other income (expense) 1,736 14
Income before provision for income taxes 57,651 49,146
Provision for income taxes 16,219 12,781
Net income $ 41,432 $ 36,365
Net income per common share $ 0.01 $ 0.01
SEE ACCOUNTANT'S REPORT.
F-5
<PAGE>
MINDLOFT.COM INCORPORATED
(SUCCESSOR TO TECHNOLOGY CONSULTANTS, INC.)
STATEMENTS CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
ADDITIONAL
PREFERRED COMMON PAID-IN RETAINED
STOCK STOCK CAPITAL EARNINGS TOTAL
--------- ------ ---------- -------- -----
<S> <C> <C> <C> <C>
TECHNOLOGY CONSULTANTS, INC.
Balance, June 30, 1998 $ -- $51,000 $ -- $14,600 $ 65,600
Net income for period -- -- -- 36,365 36,365
Balance, December 31, 1998 $ -- $51,000 $ -- $50,965 $101,965
MINDLOFT.COM INCORPORATED
Balance, June 30, 1999 $ -- $ -- $ -- $ -- $ --
Issuance of 4,300,000 shares of common
stock for outstanding voting stock of
subsidiaries -- 4,300 105,259 -- 109,559
Issuance of 4,000 shares of preferred stock 32,000 -- -- 32,000
Dividend paid on preferred stock -- -- -- (5,400) (5,400)
Net income for period -- -- -- 41,432 41,432
Balance, December 31, 1999 $32,000 $ 4,300 $105,259 $36,032 $177,591
</TABLE>
SEE ACCOUNTANT'S REPORT.
F-6
<PAGE>
MINDLOFT.COM INCORPORATED
(SUCCESSOR TO TECHNOLOGY CONSULTANTS, INC.)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 41,432 $ 36,365
Adjustments to reconcile net income to
Net cash provided by operating activities:
Depreciation 9,628 1,267
(Increase)/decrease in:
Fees receivable (86,877) (110,941)
Other assets (39,230) (34,204)
Increase/(decrease) in:
Accounts payable and accrued compensation 7,383 107,369
Income taxes payable 2,029 11,985
Other current liabilities (1,623) 4,183
Net cash provided by operating activities (67,258) 16,024
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of certificate of deposit (102,025) --
Maturity of certificate of deposit 100,000 --
Purchase of property and equipment (58,287) (4,862)
Deposits to restricted cash (9,448) --
Net cash provided by investing activities (69,760) (4,862)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt (9,238) --
Purchase of subsidiary treasury stock (28,543) --
Issuance of preferred stock 32,000 --
Dividends paid on preferred stock (5,400) --
Public and private offering costs (77,607) --
Net short-term borrowings 130,766 --
Net cash provided by financing activities 41,978 --
Net increase (decrease) in cash (95,040) 11,162
Cash, beginning of period 152,780 51,891
Cash, end of period $ 57,740 $ 63,053
</TABLE>
SEE ACCOUNTANT'S REPORT
F-7
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Technology Consultants, Inc
We have audited the accompanying balance sheets of Technology Consultants, Inc.
as of June 30, 1999, 1998 and 1997, and the related statements of income,
changes in stockholders' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Technology Consultants, Inc. as
of June 30, 1999, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
CARR, RIGGS & INGRAM, LLP
Certified Public Accountants
Destin, Florida
December 1, 1999
F-8
<PAGE>
TECHNOLOGY CONSULTANTS, INC.
BALANCE SHEETS
JUNE 30, 1999, 1998 AND 1997
1999 1998 1997
----------------------------------
ASSETS
Current Assets
Cash in bank $152,780 $ 51,891 $ 1,262
Restricted cash 33,029 -- --
Certificate of deposit 100,000 -- --
Fees receivable 274,271 22,400 --
----------------------------------
Total current assets 560,080 74,291 1,262
Property and equipment
Machinery and equipment 21,592 7,060 3,250
Furniture and fixtures 8,778 -- --
Vehicles 32,592 8,605 --
----------------------------------
62,962 15,665 3,250
Less accumulated depreciation 17,545 6,766 464
----------------------------------
45,417 8,899 2,786
Other assets 39,288 -- 14,641
----------------------------------
Total assets $644,785 $ 83,190 $ 18,689
==================================
SEE ACCOMPANYING NOTES.
F-9
<PAGE>
TECHNOLOGY CONSULTANTS, INC.
BALANCE SHEETS (CONTINUED)
JUNE 30, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------------------------------
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term borrowings $159,960 $ -- $ --
Current maturities of long-term debt 4,894 -- --
Accounts payable 38,280 10,077 5,210
Accrued compensation 201,992 -- --
Income taxes payable 9,090 796 1,567
Other current liabilities 10,900 6,717 --
----------------------------------
Total current liabilities 425,116 17,590 6,777
Long-term debt, less current maturities 8,713 -- --
Stockholders' equity
Common stock, Class A voting, no par
value; 10,000,000 shares authorized,
6,593,407; 6,315,790; and 6,000,000
shares issued and outstanding at June 30,
1999, 1998 and 1997, respectively 91,000 51,000 1,000
Common stock, Class B non-voting, $5 par
value; 2,000,000 shares authorized, 12,000
shares issued and outstanding at June 30, 1999 60,000 -- --
Preferred stock, Class A, non-voting, $5 par
value; 8% cumulative; 1,000,000 shares
authorized, none issued and outstanding -- -- --
Retained earnings 59,956 14,600 10,912
----------------------------------
Total stockholders' equity 210,956 65,600 11,912
----------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $644,785 $ 83,190 $ 18,689
==================================
</TABLE>
SEE ACCOMPANYING NOTES.
F-10
<PAGE>
TECHNOLOGY CONSULTANTS, INC.
STATEMENTS OF INCOME
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
---------------------------------------------
<S> <C> <C> <C>
Revenues $ 1,677,733 $ 301,618 $ 33,000
Cost of revenues 992,119 169,433 --
---------------------------------------------
Gross profit 685,614 132,185 33,000
Expenses
Salaries and benefits 333,032 51,488 --
Other selling, general and
administrative expenses 289,580 74,156 20,601
---------------------------------------------
Total expenses 622,612 125,644 20,601
---------------------------------------------
Operating income 63,002 6,541 12,399
Other income (expenses)
Interest income 1,651 -- 405
Interest expense (7,651) (2,057) (325)
---------------------------------------------
Total other income (expense) (6,000) (2,057) 80
---------------------------------------------
Income before provision for income taxes 57,002 4,484 12,479
Income tax expense 9,846 796 1,567
---------------------------------------------
Net income $ 47,156 $ 3,688 $ 10,912
=============================================
Net income per common share $ 0.01 $ -- $ --
=============================================
</TABLE>
SEE ACCOMPANYING NOTES.
F-11
<PAGE>
TECHNOLOGY CONSULTANTS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS A RETAINED
COMMON COMMON PREFERED EARNINGS TOTAL
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Issuance of 6,000,000 shares
of Class A common stock $ 1,000 $ -- $ -- $ -- $ 1,000
Net income -- -- -- 10,912 10,912
--------------------------------------------------------------------------
Balance, June 30, 1997 1,000 -- -- 10,912 11,912
Issuance of 315,790 shares
of Class A common stock 50,000 -- -- -- 50,000
Net income -- -- -- 3,688 3,688
--------------------------------------------------------------------------
Balance, June 30, 1998 51,000 -- -- 14,600 65,600
Issuance of 277,617 shares
of Class A common stock 40,000 -- -- -- 40,000
Issuance of 12,000 shares of
Class B common stock -- 60,000 -- -- 60,000
Dividends paid on Class B
common shares -- -- -- (1,800) (1,800)
Net income -- -- -- 47,156 47,156
--------------------------------------------------------------------------
Balance, June 30, 1999 $ 91,000 $ 60,000 $ -- $ 59,956 $ 210,956
==========================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
F-12
<PAGE>
TECHNOLOGY CONSULTANTS, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
---------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 47,156 $ 3,688 $ 10,912
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 10,779 6,302 464
Bad debt expense 12,566 -- --
(Increase) decrease in:
Fees receivable (264,437) (22,400) --
Other assets (39,288) 14,641 (14,641)
Increase (decrease) in:
Accounts payable 28,203 4,867 5,210
Accrued compensation 201,992 -- --
Income taxes payable 8,294 (771) 1,567
Other current liabilities 4,183 6,717 -
----------------------------------------------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 9,448 13,044 3,512
CASH FLOWS FROM (USED IN) INVESTING
ACTIVITIES
Purchase of property and equipment (47,297) (12,415) (3,250)
Purchase of certificate of deposit (100,000) -- --
Deposits to restricted cash (33,029) -- --
----------------------------------------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES (180,326) (12,415) (3,250)
CASH FLOWS FROM (USED IN) FINANCING
ACTIVITIES
Borrowings on long-term debt 15,500 -- --
Payments on long-term debt (1,893) -- --
Net short-term borrowings 159,960 -- --
Common stock issued 100,000 50,000 1,000
Dividends paid (1,800) -- --
----------------------------------------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 271,767 50,000 1,000
----------------------------------------------
NET INCREASE IN CASH 100,889 50,629 1,262
CASH, BEGINNING OF YEAR 51,891 1,262 --
----------------------------------------------
CASH, END OF YEAR $ 152,780 $ 51,891 $ 1,262
==============================================
</TABLE>
-F-13-
<PAGE>
TECHNOLOGY CONSULTANTS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999, 1998 AND 1997
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Technology Consultants, Inc., (the "Company") was incorporated in December 1996
for the purpose of satisfying a worldwide need for skilled and experienced
computer professionals with an extensive knowledge of J.D. Edwards software.
Operations of the Company have centered around specializing in the placement of
skilled computer professionals with end users as well as hiring qualified
individuals to provide contracted services to the Company's clientele. The
Company was based in Dallas, Texas until August 1, 1998 when operations were
moved to Fort Walton Beach, Florida.
Effective October 25, 1999, the Company changed its name to Mindloft Consulting,
Incorporated.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Additions, renewals and betterments
are capitalized whereas costs for maintenance and repairs are charged to
expense. Depreciation is provided using accelerated methods over the following
estimated useful lives:
YEARS
-----
Machinery and equipment 7
Furniture and fixtures 7
Vehicles 5
CASH FLOWS
For purposes of the Statement of Cash Flows, the Company considers all
instruments with original maturities of 90 days or less to be cash equivalents.
Cash paid for interest totaled $7,651, $2,057 and $325 for the years ended June
30, 1999, 1998 and 1997, respectively. Cash paid for income taxes totaled $1,552
and $1,567 for the years ended June 30, 1999 and 1998, respectively.
Cash accounts are maintained at banks in the Fort Walton Beach, Florida area. At
times, cash balances may be in excess of FDIC insurance limits.
F-14
<PAGE>
INCOME TAXES
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the bases of certain assets and
liabilities for financial and tax reporting. Deferred taxes represent future tax
return consequences of these differences, which will either be taxable or
deductible when the assets and liabilities are recovered or settled. Deferred
income tax amounts are not significant.
BUSINESS SEGMENTS
The Company operates primarily in the computer consulting and placement business
and considers this its only business segment
REVENUES
Revenues are recognized on the accrual basis of accounting as services are
performed. It is the Company's policy to guarantee individuals placed with
customers for a period of time after placement. No significant refunds of fees
earned have been incurred as a result of these guarantees.
ADVERTISING
Advertising costs are expensed as incurred. Advertising expenses for the years
ended June 30, 1999 and 1998 were $22,434 and $1,751, respectively. There were
no advertising expenses for the year ended June 30, 1997.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
NOTE 2 - LINE OF CREDIT
In May 1999, the Company obtained a $100,000 line of credit through a bank that
matures on November 6, 1999. Borrowings under the agreement bear interest at
5.02% and are secured by the Company's $100,000 certificate of deposit that
matures on the same date as the line of credit. This line of credit was unused
at June 30, 1999.
NOTE 3 - FINANCING AGREEMENT
During 1999, the Company entered into a financing agreement with a local bank
whereby the bank purchases approved accounts receivable of the Company.
Receivables are purchased by the bank for 97.85% of the face value of the
invoiced amounts. Additionally, the Company is required to maintain a cash
reserve at the bank at an amount up to 10% of the outstanding receivable
balance.
F-15
<PAGE>
At June 30, 1999, this reserve balance was reflected as Restricted Cash in the
accompanying Balance Sheet.
The bank has the option to require the Company to repurchase any receivable
balances not collected within 90 days of the original date invoiced, however, no
required repurchases have taken place under this agreement. Therefore, the
Company reports all receivable balances on its Balance Sheet at their original
invoiced amount as Accounts Receivable, and the amounts received from the bank
under this arrangement as Short-Term Borrowings. Total amounts borrowed under
this agreement at June 30, 1999 were $159,960.
NOTE 4 - LONG TERM DEBT
Long term debt at June 30 consisted of the following:
1999 1998 1997
-------------------------------------
Note payable to bank,
interest at prime plus 1.5%
(9.25% at June 30, 1999),
due $496 monthly including
interest through January, 2002;
secured by a vehicle with
an original cost of $23,988 $ 13,607 -- --
Less current maturities 4,894 -- --
-------------------------------------
$ 8,713 -- --
=====================================
Maturities of long term debt for years subsequent to June 30, 1999 are as
follows:
June 30, 2000 $ 4,894
June 30, 2001 5,367
June 30, 2002 3,346
NOTE 5 - COMMON STOCK
The Company has the authority to issue three classes of shares, Class A Voting
Common, Class B Non-Voting Common, and Class A Preferred. Class B Non-Voting
Common and Class A Preferred shares are redeemable by the Company at par value.
Additionally, holders of these two classes of stock have the right to convert
their shares to Class A Voting Common shares on a 1 to 1 ratio at any time upon
written notice to the Company. The Class A Preferred shares are non-voting.
The Company's Class A Voting Common shareholders are parties to a Stockholders
Agreement which among other things, requires a shareholder desiring to sell his
or her shares to offer them to the other shareholders, or the Company before
selling to an outside party. The Agreement also
F-16
<PAGE>
requires shareholders who are employed by the Company to offer their shares,
upon termination of employment, to the other shareholders, or the Company at a
price based on the net equity of the Company, or at a price based on a multiple
of annualized current earnings, whichever is greater.
NOTE 6 - INCOME TAXES
Income tax expense consists of the following:
1999 1998 1997
--------------------------------------
Current tax payable:
Federal $ 7,246 $ 796 $ 1,567
State 2,600 -- --
--------------------------------------
9,846 796 1,567
Deferred -- -- --
--------------------------------------
Total income tax expense $ 9,846 $ 796 $ 1,567
======================================
The following is a reconciliation of income tax expense to the amount of income
taxes that would result by applying the statutory federal income tax rate to
income before income taxes:
1999 1998 1997
--------------------------------------
Tax expense at statutory rate $ 19,381 $ 1,525 $ 1,872
State income taxes 2,600 -- --
Effect of lower tax brackets
and other (12,135) (729) (305)
--------------------------------------
Income tax expense $ 9,846 $ 796 $ 1,567
======================================
Deferred income tax amounts were not significant at June 30, 1999, 1998 and
1997.
NOTE 7 - EMPLOYEE BENEFIT PLAN
The Company sponsors a defined contribution, 401(k) profit sharing plan that
became active on December 1, 1998. The plan is open to all employees over age
21. Participants may defer up to 12% of eligible compensation and the Company
will match 50% of the employee's deferral up to 6%. The Company may also make
discretionary contributions to the plan. Participants become
F-17
<PAGE>
fully vested in Company matching contributions after six years of credited
service. Company contributions to the plan totaled $5,419 for the year ended
June 30, 1999.
NOTE 8 - COMMITMENTS
The Company leases office equipment under various operating lease agreements
that have initial or remaining non-cancelable terms in excess of one year.
Future minimum rental payments required under these agreements are as follows:
Year ended
----------
June 30, 2000 $22,447
June 30, 2001 22,447
June 30, 2002 11,321
Total rent expense for the year ended June 30, 1999 was $40,687. Rent expense
for the years ended June 30, 1998 and 1997 was not significant.
NOTE 9 - CONCENTRATIONS
The Company's services through June 30, 1999 have centered on customers and
clientele who use J.D. Edwards based systems and products. Those services
include the placement of individuals, and the employment of individuals with
specialized skills in the J.D. Edwards arena. Subsequent to June 30, 1999, the
Company entered into the planning phases to expand its business outside the J.D.
Edwards-based market.
At June 30, 1999 sales to individual customers that were 10% or more of total
revenues consisted of two customers with individual sales of $714,850 and
$320,939, respectively. At June 30, 1998 sales to individual customers that were
10% or more of total revenues consisted of one customer with sales of $184,494.
At June 30, 1997 sales to individual customers that were 10% or more of total
revenues consisted of two customers with individual sales of $27,000 and $6,000,
respectively.
NOTE 10 - SUBSEQUENT EVENTS
In July 1999, the Company repurchased 593,407 shares of its Class A common stock
from a minority shareholder for a total consideration of $95,144. Of the total
consideration, 30% was paid in cash in August 1999, and the remainder will be
paid in equal annual installments, without interest, in July 2000, 2001 and
2002. In October 1999, the Company changed its name to MindLoft Consulting,
Incorporated. Following the name change, the remaining holder of Class A common
shares exchanged 100% of those shares for 100% of the outstanding shares of
MindLoft.Com Technology Corporation.
F-18
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THAT CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
20,000,000
MINDLOFT.COM INCORPORATED
COMMON STOCK
PROSPECTUS
___, 2000
<PAGE>
APPENDIX A
LETTER OF TRANSMITTAL
To Exchange Shares of Common Stock of UNUMProvident Corporation and
Winn-Dixie Stores, Inc.
Pursuant to the Prospectus Dated by
MindLoft.Com Incorporated
THE OFFER WILL EXPIRE AT 8:00 PM, NEW
YORK CITY TIME, ON ___________, __________, 2000
UNLESS THE OFFER IS EXTENDED.
The Depository For The Offer is:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Telephone: (302) 651-1000
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of Shares (as
defined below) of UNUMProvident Corporation and Winn-Dixie Stores, Inc. (the
"Stockholders") if certificates evidencing Shares ("Certificates") are to be
forwarded herewith or, unless an Agent's Message (as defined in Instruction 2
below) is utilized, if delivery of Shares is to be made by book-entry transfer
to an account maintained by Wilmington Trust Company (the "Depository") at The
Depository Trust Company ("DTC") (a "Book-Entry Transfer Facility") pursuant to
the procedures set forth in the prospectus under Terms of the Exchange Offer,
Section 3 (as defined below).
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
________________________________________________________________________________
A-1
<PAGE>
DESCRIPTION OF SHARES TENDERED
NAME(S) AND
ADDRESS(ES) OF
REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK,
EXACTLY AS NAME(S)APPEAR
ON CERTIFICATE(S)
SHARE NUMBER OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
________________ ________________________________________________________
________________ ________________________________________________________
Total Shares Tendered:__________________________________
- --------------------------------------------------------------------------------
(1) Need not be completed by holders of Shares delivering Shares by Book-Entry
Transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented
by Certificates delivered to the Depositary are being tendered. See
Instruction 4.
- -------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY, AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER).
(N)ame of Tendering Institution:________________________________________________
(C)heck Box of Book-Entry Transfer Facility:
/ / DTC
(A)ccount Number:_______________________________________________________________
(T)ransaction Code Number:______________________________________________________
/ / CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE
ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
(N)ame(s) of Registered Holder(s):______________________________________________
(W)indow Ticket Number (if any):________________________________________________
(D)ate of Execution of Notice of Guaranteed Delivery:___________________________
(N)ame of Institution which Guaranteed Delivery:________________________________
(I)f delivered by Book-Entry Transfer, check box of Applicable Book-Entry
Facility:
/ / DTC
(A)ccount Number:_______________________________________________________________
(T)ransaction Code Number:______________________________________________________
A-2
<PAGE>
PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
The undersigned hereby delivers to MindLoft.Com Incorporated, a Florida
corporation ("Offeror") the above-described shares of common stock, (the
"Shares"), of ______________________ (the "Company"), in exchange for Offeror's
common stock as defined in the Exchange Offer, upon the terms and subject to the
conditions set forth in the Exchange Offer dated ________________, 2000 (the
"Exchange Offer"), receipt of which is hereby acknowledged, and in this Letter
of Transmittal (which together with any amendments or supplements thereto or
hereto) constitute the "Offer").
Subject to, and effective upon, acceptance for exchange of, Shares
deposited herewith in accordance with the terms and subject to the conditions of
the Offer, the undersigned hereby sells, assigns and transfers to, or upon the
order of, Offeror all right, title and interest in and to all of the Shares that
are being deposited hereby and any and all other Shares or other securities
issued or issuable in respect of such Shares on or after _________________,
2000, and irrevocably constitutes and appoints the Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Shares, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest), to (i) deliver Certificates
evidencing such Shares, or transfer ownership of such Shares (and any
Distributions) on the account books maintained by a Book-Entry Transfer Facility
together, in any such case, with all accompanying evidences of transfer and
authenticity to, or upon the order of, Offeror, upon receipt by the Depositary
as the undersigned's agent, of the common stock, (ii) present such Shares (and
any Distributions) for transfer on the books of the Company and (iii) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any Distributions), all in accordance with the terms and subject to
the conditions of the Offer.
The undersigned hereby irrevocably appoints Malcolm Roy in his capacity
as an officer of the Offeror, and any individual who shall thereafter succeed to
such office of Offeror, and each of them, as the attorney-in-fact and proxy of
the undersigned, each with full power of substitution, to the full extent of the
undersigned's rights with respect to all Shares deposited hereby and accepted
for exchange by Offeror including, without limitation, the right to vote such
Shares in such manner as each such attorney and proxy or his substitute shall,
in his or her sole discretion, deem proper. All such powers of attorney and
proxies, being deemed to be irrevocable, shall be considered coupled with an
interest in the Shares deposited herewith. Such appointment will be effective
when, and only to the extent that, Offeror accepts such Shares for exchange.
Upon such acceptance for exchange, all prior powers of attorney and proxies
given by the undersigned with respect to such Shareswill be revoked, without
further action, and no subsequent powers of attorneys and proxies may be given
with respect thereto (and, if given, will be deemed ineffective). The designees
of Offeror will, with respect to the Shares (and any Distributions) for which
such appointment is effective, be empowered to exercise all voting and other
rights of the undersigned with respect to such Shares (and any Distributions) as
they in their sole discretion may deem proper. Offeror reserves the absolute
right to require that, in order for Shares to be deemed validly tendered,
immediately upon the acceptance for exchange of such Shares, Offeror or its
designees are able to exercise full voting rights with respect to such Shares
(and any Distributions).
A-3
<PAGE>
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Exchange Offer, this tender is irrevocable.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
delivered hereby and that, when the same are accepted for exchange by Offeror,
Offeror will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances, and that the Shares
delivered hereby will not be subject to any adverse claim. The undersigned, upon
request, will execute and deliver any additional documents deemed by the
Depositary or Offeror to be necessary or desirable to complete the sale,
assignment and transfer of Shares delivered hereby.
The undersigned understands that the valid delivery of Shares pursuant
to any one of the procedures described in Section 3 of the Exchange Offer and in
the instructions hereto will constitute a binding agreement between the
undersigned and Offeror with respect to such Shares upon the terms and subject
to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth
in the Exchange Offer, Offeror may not be required to accept for exchange any of
the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the Common Stock and/or return any Certificates evidencing Shares
not tendered or not accepted for exchange in the name(s) of the registered
holder(s) appearing under "Description of Shares Tendered". Similarly, unless
otherwise indicated under "Special Delivery Instructions", please mail the
Common Stock and/or return any Certificates evidencing Shares not tendered or
not accepted for exchange (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Shares
Tendered". In the event that both the "Special Payment Instructions" and the
"Special Delivery Instructions" are completed, please issue the Common Stock
and/or return any such Certificates evidencing Shares not tendered or not
accepted for exchange (and accompanying documents, as appropriate) in the
name(s) of, and deliver such check and/or return such certificates (and
accompanying documents, as appropriate) to, the person(s) so indicated. Unless
otherwise indicated herein under "Special Payment Instructions", in the case of
a book-entry delivery of Shares, please credit the account maintained at the
Book-Entry Transfer Facility indicated above with respect to any Shares not
accepted for payment. The undersigned recognizes that Offeror has no obligation
pursuant to the "Special Payment Instructions" to transfer any Shares from the
name of the registered holder thereof if Offeror does not accept for exchange
any of the Shares tendered hereby.
A-4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for exchange and/or the Common Stock are to be issued in the name of
someone other than the undersigned, or if Shares delivered by book-entry
transfer that are not accepted for exchange are to be returned by credit to an
account maintained at a Book-Entry Transfer Facility other than the account
indicated above.
Issue: [ ] Check [ ] Certificate(s) to:
Name: _________________________________________________________________________
(Please print or type)
Address: ______________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Tax Identification or Social Security Number)
(See Substitute Form W-9)
[ ] Credit unexchanged Common Shares delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below:
Check appropriate Box:
[ ] The Depositor Trust Company
[ ] Philadelphia Depository Trust Company
______________________________________________
(Account Number)
A-5
<PAGE>
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for exchange and/or the Common Stock are to be sent to someone other
than the undersigned, or to the undersigned at an address other than that above.
Mail: (check appropriate box(es))
[ ] Check to:
[ ] Certificate(s) to:
Name: _________________________________________________________________________
(Please print or type)
Address: ______________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Tax Identification Number)
(See Substitute Form W-9)
STOCKHOLDER: SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 BELOW
______________________________________________________________
______________________________________________________________
(SIGNATURE(S) OF STOCKHOLDER(S))
DATED: ____________________________, 2000
A-6
<PAGE>
IMPORTANT
STOCKHOLDER SIGNATURE
(Also Complete Substitute Form W-9 Below)
________________________________________________________________________________
________________________________________________________________________________
(Signature(s) or Owner(s)
Name(s)_________________________________________________________________________
Name of Firm____________________________________________________________________
Capacity (full title)___________________________________________________________
(See Instruction 5)
Address_________________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Telephone Number__________________________________________________
Taxpayer Identification or Social Security Number_______________________________
(See Substitute Form W-9)
Dated:____________________, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer or a corporation or other person
acting in a fiduciary or representative capacity, please set forth full title
and see Instruction 5).
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN
SPACE BELOW.
Authorized signature(s)________________________________________________
Name(s)________________________________________________________________
_______________________________________________________________________
Name of Firm___________________________________________________________
(Please Print)
_______________________________________________________________________
(Zip Code)
Area Code and Telephone Number_________________________________________
Dated:______________________, 2000
A-7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below,
signatures on this Letter of Transmittal must be guaranteed by a member in good
standing of the Securities Transfer Agent's Medallion Program, or by any other
bank, broker, dealer, credit union, savings association or other entity that is
an "eligible guarantor institution", as such term is defined in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (each
of the foregoing constituting an "Eligible Institution"), unless the Shares
tendered hereby are tendered (i) by the registered holder (which term, for
purposes of this document, shall include any participant in a Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of Shares) of such Shares who has completed neither the box entitled "Special
Payment Instructions" nor the box entitled "Special Delivery Instructions"
hereby or (ii) for the account of an Eligible Institution. See Instruction 5. If
the Certificates are registered in the name of a person other than the signer of
this Letter of Transmittal, or if the Units are to be made or delivered to, or
Certificates evidencing unexchanged Shares are to be issued or returned to, a
person other than the registered owner, then the tendered Certificates must be
endorsed or accompanied by duly executed stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
Certificates, with the signatures on the Certificates or stock powers guaranteed
by an Eligible Institution as provided herein. See Instruction 5.
2. Requirement of Tender. This Letter of Transmittal is to be completed
by Stockholders if Certificates evidencing Shares are to be forwarded herewith
or, unless an Agent's Message is utilized, if delivery of Shares is to be made
pursuant to the procedures for book-entry transfer set forth in Section 3 of the
Exchange Offer. For a Stockholder to validly tender Shares pursuant to the
Offer, either (a) a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), with any required signature guarantees
or an Agent's Message (in connection with book-entry transfer of shares of
Common Stock) and any other required documents, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration Date
(as defined in Section 1 of the Exchange Offer) and either (i) Certificates for
tendered Shares must be received by the Depositary at one of such addresses
prior to the Expiration Date or (ii) Shares must be delivered pursuant to the
procedures for book-entry transfer set forth in Section 3 of the Exchange Offer
and a Book-Entry Confirmation must be received by the Depositary on or prior to
the Expiration Date or (b) the tendering stockholder must comply with the
guaranteed delivery procedures set forth herein and in Section 3 of the Exchange
Offer.
Stockholders whose certificates for securities are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary prior to the expiration Date or who cannot comply with the book entry
procedures on a timely basis may tender their securities by properly completing
and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth herein and in Section 3 of the Exchange Offer.
Pursuant to such guaranteed delivery procedures, (i) such tender must be made by
or through an Eligible Institution, (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by Offeror,
must be received by the Depositary prior to the Expiration Date and (iii) the
certificates of all tendered securities, in proper form for transfer (or a
book-entry Confirmation with respect to all tendered securities), together with
a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message, and any other required
documents must be received by the Depositary within three trading days after the
date of execution of such Notice of Guaranteed Deliver. A "trading day" is any
day on which the Nasdaq National Market is open for business.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and form a part of a
Book-Entry Confirmation, which states that
A-8
<PAGE>
such Book-Entry Transfer Facility has received an express acknowledgment from
the participant in such Book-Entry Transfer Facility tendering the shares of
common stock, that such participant has received and agrees to be bound by such
terms of the Letter of Transmittal and that Offeror may enforce such agreement
against the participant.
The signatures on this Letter of Transmittal cover the securities tendered
hereby.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and
no fractional Shares will be exchanged. All tendering Stockholders, by execution
of this Letter of Transmittal (or a facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
information required under "Description of Shares Tendered" should be listed on
a separate signed schedule attached hereto.
4. Partial Tenders. If fewer than all of the Shares represented by any
Certificates delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares which are to be tendered in the box entitled
"Number of Shares Tendered." In such case, if Offeror accepts the tendered
Shares for exchange, a new Certificate for the remainder of the Shares that were
evidenced by your old certificate(s) will be sent, without expense, to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal, as soon as practicable
after the Expiration Date. All Shares represented by Certificate(s) delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, , Instruments of Transfer and
Endorsements. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the Certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
Certificates.
If this Letter of Transmittal or any Certificates or instruments of
transfer are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
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<PAGE>
fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to Offeror of such person's authority
to so act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and transmitted hereby, no endorsements of Certificates or
separate instruments of transfer are required unless payment is to be made, or
Certificates not tendered or not exchanged are to be issued or returned, to a
person other than the registered holder(s). Signatures on such Certificates or
instruments of transfer must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by the Certificate(s) listed and
transmitted hereby, the Certificate(s) must be endorsed or accompanied by
appropriate instruments of transfer, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Certificate(s). Signatures on
such Certificate(s) or instruments of transfer must be guaranteed by an Eligible
Institution.
6. Transfer Taxes. Offeror will not pay or cause to be paid any
transfer taxes with respect to the transfer and sale of Shares to it or its
order pursuant to the Offer and such transfer taxes will be charged to the
tendering stockholder.
7. Special Payment and Delivery Instructions. If Certificates for
unexchanged Shares are to be issued in the name of a person other than the
signer of this Letter of Transmittal or such Certificates are to be returned to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. If any tendered Shares are not exchanged for any reason and
such Shares are delivered by Book-Entry Transfer Facility, such Shares will be
credited to an account maintained at the appropriate Book-Entry Transfer
Facility.
8. Waiver of Conditions. The conditions of the Offer may be waived by
Offeror, in whole or in part, at any time or from time to time, in Offeror's
sole discretion subject to the conditions described in the Exchange Offer.
9. Backup Withholding Tax. Each tendering Stockholder is required to
provide the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below
and to certify that the stockholder is not subject to backup withholding.
FAILURE TO PROVIDE THE INFORMATION ON THE SUBSTITUTE FORM W-9 MAY SUBJECT THE
TENDERING STOCKHOLDER TO 31% FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE
PAYMENT OF THE PURCHASE PRICE FOR THE SHARES.
The tendering Stockholder should indicate in the box in Part III of the
Substitute Form W-9 if the tendering Stockholder has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future. If the
Stockholder has indicated in the box in Part III that a TIN has been applied for
and the Depositary is not provided with a TIN by the time of payment, the
Depositary will withhold 31% of all Units, if any, made thereafter pursuant to
the Offer until a TIN is provided to the Depositary.
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<PAGE>
10. Lost or Destroyed Certificates. If any Certificate(s) representing
Shares has been lost or destroyed, the holders should promptly notify the
Company's transfer agent, Bank of New York. The holders will then be instructed
as to the procedure to be followed in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH ANY REQUIRED SIGNNATURE GUARANTEES, OR, IN THE CASE OF
ABOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SECURITIES MUST BE RECEIVED BY THE DEPOSITARY OR
SECURITIES MUST BE DLEIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER,
IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST
COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Stockholder whose tendered Shares are
accepted for exchange is required to provide the Depositary (as payor) with such
Stockholder's correct TIN on Substitute Form W-9 below. If such Stockholder is
an individual, the TIN is his or her social security number. If the tendering
Stockholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, such Stockholder should so indicate on
the Substitute Form W-9. See Instruction 10. If the Depositary is not provided
with the correct TIN, the Stockholder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, payments that are made to such
Stockholders with respect to Shares purchased pursuant to the Offer may be
subject to backup federal income tax withholding.
Certain Stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such Stockholder must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status. Forms for
such statements can be obtained from the Depositary. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold
31% of any payments made to the Stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding with respect to
payment of the purchase price for Shares purchased pursuant to the Offer, a
Stockholder must provide the Depositary with his correct TIN by completing the
Substitute Form W-9 below, certifying that the TIN provided on
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<PAGE>
Substitute Form W-9 is correct (or that such Stockholder is awaiting a TIN) and
that (1) such Stockholder has not been notified by the Internal Revenue Service
that he is subject to backup withholding as a result of failure to report all
interest or dividends or (2) the Internal Revenue Service has notified the
Stockholder that he is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are registered in more than one name or are not
in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
______________________________, 2000
Signature
Date
Name (Please Print)
_____________________________________
A-12
<PAGE>
PAYOR'S NAME: WILMINGTON TRUST COMPANY
SUBSTITUTE
Form W-9
Department of Treasury
Internal Revenue Service
Payor's Request for
Taxpayer Identification
Number ("TIN") and
Certification
Part 1. Please provide your TIN in the box at right and certify by signing and
Dating below.
Social Security Number OR
Employer Identification Number
______________________________
Part 2. Check the box if you are NOT subject to backup withholding under the
Provisions of Section 3408(a)(1)(C) of the Internal Revenue Code of 1986 because
(1) you have not been notified that you are subject to backup withholding as a
result of failure to report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no longer subject to backup
withholding [ ]
Part 3 - Certification - Under the penalties of perjury, I certify that the
information Provided on this form is true, correct and complete.
Print your name: ___________________________
Address:____________________________________
____________________________________________
____________________________________________
Signature:__________________________________ [ ] Awaiting TIN
Date:_______________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
____________________________________ ________________________________________
Signature Date
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<PAGE>
APPENDIX B
Notice of Guaranteed Delivery
For
Tender of Shares of Common Stock
Of
UNUMProvident Corporation
Or
Winn-Dixie Stores, Inc.
To
MindLoft.Com Incorporated
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Exchange Offer (i) if certificates for
Securities (as defined below) are not immediately available, (ii) if the
procedure for book-entry transfer cannot be completed prior to the Expiration
Date or (iii) if time will not permit all required documents to reach the
Depositary prior to the Expiration Date. Such form may be delivered by hand,
transmitted by facsimile transmission or mailed to the Depositary.
The Depositary for the Offer is:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Telephone: (302) 651-1000
(for eligible institutions only)
Confirm Facsimile by Telephone Only:
B-1
<PAGE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON
A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to MindLoft.Com Incorporated, a Florida
corporation ("Offeror") upon the terms and subject to the conditions set forth
in the Offeror's Exchange Offer dated , 2000 (the "Exchange Offer") and the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Exchange Offer"), receipt of which is
hereby acknowledged, the number of shares set forth below of common stock, (the
"Securities"), of the Company, pursuant to the guaranteed delivery procedures
set forth in the Exchange Offer.
Signature(s)_____________________ Address(es)_________________________
_______________________________ ___________________________________
Zip Code
Name(s) of Record Holder(s)________ Area Code and Tel. No.(s)______________
________________________________ Taxpayer Identification or
Please Print or Type Social Security Number________________
Number of shares of Common Stock Check box if shares of Common Stock will
_________________ be tendered by book-entry transfer: [___]
Certificate No.(s) (If Available) Account Number_____________________
_________________________________
_________________________________
Dated ________________, 2000
THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
BELOW
(Not to be used for signature guarantee)
B-2
<PAGE>
The undersigned, a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program, the Stock Exchange Medallion Program or an "eligible guarantor
institution" as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary
either certificates representing the shares of Common Stock and shares of
Preferred Stock tendered hereby, in proper form for transfer, or, in the case of
shares of Common Stock, confirmation of book-entry transfer of such shares of
Common Stock into the Depositary's accounts at The Depositary Trust Company, in
each case with delivery of a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Exchange Offer),
and any other required documents, within three trading days (as defined in the
Exchange Offer) after the date hereof.
_________________________________ ____________________________________________
Name of Firm Authorized Signature
_________________________________ Name________________________________________
Address Please Print or Type
_________________________________ Title_______________________________________
Zip Code
Date___________________________________,2000
Area Code and Tel. No.______________
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OF COMMON STOCK WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
B-3
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Florida Statute Section 607.0850 provides that a corporation may indemnify
directors and officers, as well as other employees and agents, along with a
director, officer, employee or agent against of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses
incurred in legal proceedings connected with their service to the corporation,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation and, had no
reasonable cause to believe his or her conduct was unlawful.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Index of Exhibits
(a) Exhibits
3.1 *Articles of Incorporation
3.2 *Bylaws
4.1 *Specimen Stock Certificate
4.2 *Form of Warrant Agreement
5.0 *Legal Opinion
10.1 *Investment Advisory Agreement with Crown Capital Advisors, Inc.
10.2 *Employment Agreement with Malcolm R. Roy
10.3 *Sublicense Agreement with Crown Capital Advisors, Inc.
24.1 **Consent of Carr, Riggs & Ingram, LLP, independent certified public
accountants
24.2 *Consent of Hackney Miller, P.A. (included in Exhibit 5.0)
99.1 **Letter of Transmittal, as amended
99.2 **Notice of Guaranteed Delivery, as amended
99.3 *Consent to Electronic Delivery
- ------------
* Previously filed
** Filed herewith
(b) Financial Statement Schedules
Not Applicable
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows:
II-1
<PAGE>
(1) Prior to any public reoffering of the securities registered
hereunder through use of a prospectus that is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145 (c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(2) Every prospectus that (i) is filled pursuant to paragraph (1)
immediately preceding or (ii) purports to meet the requirements of Section
10(a)(3) of the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of any
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) The undersigned registrant will deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirement of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, will deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(4) For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(5) The registrant will respond to requests for information that is
incorporated by reference into the prospectus pursuant to Item of this form,
within one business day of receipt of such request, and to send the incorporated
documents by first-class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(6) The registrant will supply by means of a post-effective amendment
all information concerning a transaction, and the company being acquired
involved therein, that was not the subject of an included in the registration
statement when it became effective, except where the transaction in which the
securities being offered pursuant to the registration statement would itself
qualify for an exemption under Section 5 of the Securities Act of 1933, absent
the existence of other similar (prior or subsequent) transactions.
II-2
<PAGE>
(7) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by its is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(8) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(A) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
( C) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement or any
material change to such information in the registration statement.
(9) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(10) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(11) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.
12. To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquire involved therein, that
was not the subject of and included in the registration statement when it became
effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
caused this Amendment No. 2 to the registration statement to be signed by the
undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State
of Florida, on April 19, 2000.
MindLoft.Com Incorporated
By: /s/ MALCOLM ROY
--------------------------
Malcolm Roy, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2
to the registration statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
- --------- ----- ----
/s/ ALEX BRUNNER* Director April 19, 2000
- -----------------
Alex Brunner
/s/ ROGER GLENN BROWN* Director April 19, 2000
- ----------------------
Roger Glenn Brown
o By Malcolm Roy, Attorney in Fact
(Signed under the authority of a Power of Attorney previously filed with the
Securities and Exchange Commission)
II-4
EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Exchange Shares of Common Stock of UNUMProvident Corporation and
Winn-Dixie Stores, Inc.
Pursuant to the Prospectus Dated by
MindLoft.Com Incorporated
THE OFFER WILL EXPIRE AT 8:00 PM, NEW
YORK CITY TIME, ON ___________, __________, 2000
UNLESS THE OFFER IS EXTENDED.
The Depository For The Offer is:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Telephone: (302) 651-1000
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of Shares (as
defined below) of UNUMProvident Corporation and Winn-Dixie Stores, Inc. (the
"Stockholders") if certificates evidencing Shares ("Certificates") are to be
forwarded herewith or, unless an Agent's Message (as defined in Instruction 2
below) is utilized, if delivery of Shares is to be made by book-entry transfer
to an account maintained by Wilmington Trust Company (the "Depository") at The
Depository Trust Company ("DTC") (a "Book-Entry Transfer Facility") pursuant to
the procedures set forth in the prospectus under Terms of the Exchange Offer,
Section 3 (as defined below).
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
________________________________________________________________________________
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<PAGE>
DESCRIPTION OF SHARES TENDERED
NAME(S) AND
ADDRESS(ES) OF
REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK,
EXACTLY AS NAME(S)APPEAR
ON CERTIFICATE(S)
SHARE NUMBER OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
________________ ________________________________________________________
________________ ________________________________________________________
Total Shares Tendered:__________________________________
- --------------------------------------------------------------------------------
(1) Need not be completed by holders of Shares delivering Shares by Book-Entry
Transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented
by Certificates delivered to the Depositary are being tendered. See
Instruction 4.
- -------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY, AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER).
(N)ame of Tendering Institution:________________________________________________
(C)heck Box of Book-Entry Transfer Facility:
/ / DTC
(A)ccount Number:_______________________________________________________________
(T)ransaction Code Number:______________________________________________________
/ / CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE
ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
(N)ame(s) of Registered Holder(s):______________________________________________
(W)indow Ticket Number (if any):________________________________________________
(D)ate of Execution of Notice of Guaranteed Delivery:___________________________
(N)ame of Institution which Guaranteed Delivery:________________________________
(I)f delivered by Book-Entry Transfer, check box of Applicable Book-Entry
Facility:
/ / DTC
(A)ccount Number:_______________________________________________________________
(T)ransaction Code Number:______________________________________________________
A-2
<PAGE>
PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
The undersigned hereby delivers to MindLoft.Com Incorporated, a Florida
corporation ("Offeror") the above-described shares of common stock, (the
"Shares"), of ______________________ (the "Company"), in exchange for Offeror's
common stock as defined in the Exchange Offer, upon the terms and subject to the
conditions set forth in the Exchange Offer dated ________________, 2000 (the
"Exchange Offer"), receipt of which is hereby acknowledged, and in this Letter
of Transmittal (which together with any amendments or supplements thereto or
hereto) constitute the "Offer").
Subject to, and effective upon, acceptance for exchange of, Shares
deposited herewith in accordance with the terms and subject to the conditions of
the Offer, the undersigned hereby sells, assigns and transfers to, or upon the
order of, Offeror all right, title and interest in and to all of the Shares that
are being deposited hereby and any and all other Shares or other securities
issued or issuable in respect of such Shares on or after _________________,
2000, and irrevocably constitutes and appoints the Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Shares, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest), to (i) deliver Certificates
evidencing such Shares, or transfer ownership of such Shares (and any
Distributions) on the account books maintained by a Book-Entry Transfer Facility
together, in any such case, with all accompanying evidences of transfer and
authenticity to, or upon the order of, Offeror, upon receipt by the Depositary
as the undersigned's agent, of the common stock, (ii) present such Shares (and
any Distributions) for transfer on the books of the Company and (iii) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any Distributions), all in accordance with the terms and subject to
the conditions of the Offer.
The undersigned hereby irrevocably appoints Malcolm Roy in his capacity
as an officer of the Offeror, and any individual who shall thereafter succeed to
such office of Offeror, and each of them, as the attorney-in-fact and proxy of
the undersigned, each with full power of substitution, to the full extent of the
undersigned's rights with respect to all Shares deposited hereby and accepted
for exchange by Offeror including, without limitation, the right to vote such
Shares in such manner as each such attorney and proxy or his substitute shall,
in his or her sole discretion, deem proper. All such powers of attorney and
proxies, being deemed to be irrevocable, shall be considered coupled with an
interest in the Shares deposited herewith. Such appointment will be effective
when, and only to the extent that, Offeror accepts such Shares for exchange.
Upon such acceptance for exchange, all prior powers of attorney and proxies
given by the undersigned with respect to such Shareswill be revoked, without
further action, and no subsequent powers of attorneys and proxies may be given
with respect thereto (and, if given, will be deemed ineffective). The designees
of Offeror will, with respect to the Shares (and any Distributions) for which
such appointment is effective, be empowered to exercise all voting and other
rights of the undersigned with respect to such Shares (and any Distributions) as
they in their sole discretion may deem proper. Offeror reserves the absolute
right to require that, in order for Shares to be deemed validly tendered,
immediately upon the acceptance for exchange of such Shares, Offeror or its
designees are able to exercise full voting rights with respect to such Shares
(and any Distributions).
A-3
<PAGE>
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Exchange Offer, this tender is irrevocable.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
delivered hereby and that, when the same are accepted for exchange by Offeror,
Offeror will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances, and that the Shares
delivered hereby will not be subject to any adverse claim. The undersigned, upon
request, will execute and deliver any additional documents deemed by the
Depositary or Offeror to be necessary or desirable to complete the sale,
assignment and transfer of Shares delivered hereby.
The undersigned understands that the valid delivery of Shares pursuant
to any one of the procedures described in Section 3 of the Exchange Offer and in
the instructions hereto will constitute a binding agreement between the
undersigned and Offeror with respect to such Shares upon the terms and subject
to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth
in the Exchange Offer, Offeror may not be required to accept for exchange any of
the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the Common Stock and/or return any Certificates evidencing Shares
not tendered or not accepted for exchange in the name(s) of the registered
holder(s) appearing under "Description of Shares Tendered". Similarly, unless
otherwise indicated under "Special Delivery Instructions", please mail the
Common Stock and/or return any Certificates evidencing Shares not tendered or
not accepted for exchange (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Shares
Tendered". In the event that both the "Special Payment Instructions" and the
"Special Delivery Instructions" are completed, please issue the Common Stock
and/or return any such Certificates evidencing Shares not tendered or not
accepted for exchange (and accompanying documents, as appropriate) in the
name(s) of, and deliver such check and/or return such certificates (and
accompanying documents, as appropriate) to, the person(s) so indicated. Unless
otherwise indicated herein under "Special Payment Instructions", in the case of
a book-entry delivery of Shares, please credit the account maintained at the
Book-Entry Transfer Facility indicated above with respect to any Shares not
accepted for payment. The undersigned recognizes that Offeror has no obligation
pursuant to the "Special Payment Instructions" to transfer any Shares from the
name of the registered holder thereof if Offeror does not accept for exchange
any of the Shares tendered hereby.
A-4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for exchange and/or the Common Stock are to be issued in the name of
someone other than the undersigned, or if Shares delivered by book-entry
transfer that are not accepted for exchange are to be returned by credit to an
account maintained at a Book-Entry Transfer Facility other than the account
indicated above.
Issue: [ ] Check [ ] Certificate(s) to:
Name: _________________________________________________________________________
(Please print or type)
Address: ______________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Tax Identification or Social Security Number)
(See Substitute Form W-9)
[ ] Credit unexchanged Common Shares delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below:
Check appropriate Box:
[ ] The Depositor Trust Company
[ ] Philadelphia Depository Trust Company
______________________________________________
(Account Number)
A-5
<PAGE>
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for exchange and/or the Common Stock are to be sent to someone other
than the undersigned, or to the undersigned at an address other than that above.
Mail: (check appropriate box(es))
[ ] Check to:
[ ] Certificate(s) to:
Name: _________________________________________________________________________
(Please print or type)
Address: ______________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Tax Identification Number)
(See Substitute Form W-9)
STOCKHOLDER: SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 BELOW
______________________________________________________________
______________________________________________________________
(SIGNATURE(S) OF STOCKHOLDER(S))
DATED: ____________________________, 2000
A-6
<PAGE>
IMPORTANT
STOCKHOLDER SIGNATURE
(Also Complete Substitute Form W-9 Below)
________________________________________________________________________________
________________________________________________________________________________
(Signature(s) or Owner(s)
Name(s)_________________________________________________________________________
Name of Firm____________________________________________________________________
Capacity (full title)___________________________________________________________
(See Instruction 5)
Address_________________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Telephone Number__________________________________________________
Taxpayer Identification or Social Security Number_______________________________
(See Substitute Form W-9)
Dated:____________________, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer or a corporation or other person
acting in a fiduciary or representative capacity, please set forth full title
and see Instruction 5).
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN
SPACE BELOW.
Authorized signature(s)________________________________________________
Name(s)________________________________________________________________
_______________________________________________________________________
Name of Firm___________________________________________________________
(Please Print)
_______________________________________________________________________
(Zip Code)
Area Code and Telephone Number_________________________________________
Dated:______________________, 2000
A-7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below,
signatures on this Letter of Transmittal must be guaranteed by a member in good
standing of the Securities Transfer Agent's Medallion Program, or by any other
bank, broker, dealer, credit union, savings association or other entity that is
an "eligible guarantor institution", as such term is defined in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (each
of the foregoing constituting an "Eligible Institution"), unless the Shares
tendered hereby are tendered (i) by the registered holder (which term, for
purposes of this document, shall include any participant in a Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of Shares) of such Shares who has completed neither the box entitled "Special
Payment Instructions" nor the box entitled "Special Delivery Instructions"
hereby or (ii) for the account of an Eligible Institution. See Instruction 5. If
the Certificates are registered in the name of a person other than the signer of
this Letter of Transmittal, or if the Units are to be made or delivered to, or
Certificates evidencing unexchanged Shares are to be issued or returned to, a
person other than the registered owner, then the tendered Certificates must be
endorsed or accompanied by duly executed stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
Certificates, with the signatures on the Certificates or stock powers guaranteed
by an Eligible Institution as provided herein. See Instruction 5.
2. Requirement of Tender. This Letter of Transmittal is to be completed
by Stockholders if Certificates evidencing Shares are to be forwarded herewith
or, unless an Agent's Message is utilized, if delivery of Shares is to be made
pursuant to the procedures for book-entry transfer set forth in Section 3 of the
Exchange Offer. For a Stockholder to validly tender Shares pursuant to the
Offer, either (a) a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), with any required signature guarantees
or an Agent's Message (in connection with book-entry transfer of shares of
Common Stock) and any other required documents, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration Date
(as defined in Section 1 of the Exchange Offer) and either (i) Certificates for
tendered Shares must be received by the Depositary at one of such addresses
prior to the Expiration Date or (ii) Shares must be delivered pursuant to the
procedures for book-entry transfer set forth in Section 3 of the Exchange Offer
and a Book-Entry Confirmation must be received by the Depositary on or prior to
the Expiration Date or (b) the tendering stockholder must comply with the
guaranteed delivery procedures set forth herein and in Section 3 of the Exchange
Offer.
Stockholders whose certificates for securities are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary prior to the expiration Date or who cannot comply with the book entry
procedures on a timely basis may tender their securities by properly completing
and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth herein and in Section 3 of the Exchange Offer.
Pursuant to such guaranteed delivery procedures, (i) such tender must be made by
or through an Eligible Institution, (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by Offeror,
must be received by the Depositary prior to the Expiration Date and (iii) the
certificates of all tendered securities, in proper form for transfer (or a
book-entry Confirmation with respect to all tendered securities), together with
a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message, and any other required
documents must be received by the Depositary within three trading days after the
date of execution of such Notice of Guaranteed Deliver. A "trading day" is any
day on which the Nasdaq National Market is open for business.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and form a part of a
Book-Entry Confirmation, which states that
A-8
<PAGE>
such Book-Entry Transfer Facility has received an express acknowledgment from
the participant in such Book-Entry Transfer Facility tendering the shares of
common stock, that such participant has received and agrees to be bound by such
terms of the Letter of Transmittal and that Offeror may enforce such agreement
against the participant.
The signatures on this Letter of Transmittal cover the securities tendered
hereby.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and
no fractional Shares will be exchanged. All tendering Stockholders, by execution
of this Letter of Transmittal (or a facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
information required under "Description of Shares Tendered" should be listed on
a separate signed schedule attached hereto.
4. Partial Tenders. If fewer than all of the Shares represented by any
Certificates delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares which are to be tendered in the box entitled
"Number of Shares Tendered." In such case, if Offeror accepts the tendered
Shares for exchange, a new Certificate for the remainder of the Shares that were
evidenced by your old certificate(s) will be sent, without expense, to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal, as soon as practicable
after the Expiration Date. All Shares represented by Certificate(s) delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, , Instruments of Transfer and
Endorsements. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the Certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
Certificates.
If this Letter of Transmittal or any Certificates or instruments of
transfer are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
A-9
<PAGE>
fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to Offeror of such person's authority
to so act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and transmitted hereby, no endorsements of Certificates or
separate instruments of transfer are required unless payment is to be made, or
Certificates not tendered or not exchanged are to be issued or returned, to a
person other than the registered holder(s). Signatures on such Certificates or
instruments of transfer must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by the Certificate(s) listed and
transmitted hereby, the Certificate(s) must be endorsed or accompanied by
appropriate instruments of transfer, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Certificate(s). Signatures on
such Certificate(s) or instruments of transfer must be guaranteed by an Eligible
Institution.
6. Transfer Taxes. Offeror will not pay or cause to be paid any
transfer taxes with respect to the transfer and sale of Shares to it or its
order pursuant to the Offer and such transfer taxes will be charged to the
tendering stockholder.
7. Special Payment and Delivery Instructions. If Certificates for
unexchanged Shares are to be issued in the name of a person other than the
signer of this Letter of Transmittal or such Certificates are to be returned to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. If any tendered Shares are not exchanged for any reason and
such Shares are delivered by Book-Entry Transfer Facility, such Shares will be
credited to an account maintained at the appropriate Book-Entry Transfer
Facility.
8. Waiver of Conditions. The conditions of the Offer may be waived by
Offeror, in whole or in part, at any time or from time to time, in Offeror's
sole discretion subject to the conditions described in the Exchange Offer.
9. Backup Withholding Tax. Each tendering Stockholder is required to
provide the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below
and to certify that the stockholder is not subject to backup withholding.
FAILURE TO PROVIDE THE INFORMATION ON THE SUBSTITUTE FORM W-9 MAY SUBJECT THE
TENDERING STOCKHOLDER TO 31% FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE
PAYMENT OF THE PURCHASE PRICE FOR THE SHARES.
The tendering Stockholder should indicate in the box in Part III of the
Substitute Form W-9 if the tendering Stockholder has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future. If the
Stockholder has indicated in the box in Part III that a TIN has been applied for
and the Depositary is not provided with a TIN by the time of payment, the
Depositary will withhold 31% of all Units, if any, made thereafter pursuant to
the Offer until a TIN is provided to the Depositary.
A-10
<PAGE>
10. Lost or Destroyed Certificates. If any Certificate(s) representing
Shares has been lost or destroyed, the holders should promptly notify the
Company's transfer agent, Bank of New York. The holders will then be instructed
as to the procedure to be followed in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH ANY REQUIRED SIGNNATURE GUARANTEES, OR, IN THE CASE OF
ABOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SECURITIES MUST BE RECEIVED BY THE DEPOSITARY OR
SECURITIES MUST BE DLEIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER,
IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST
COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Stockholder whose tendered Shares are
accepted for exchange is required to provide the Depositary (as payor) with such
Stockholder's correct TIN on Substitute Form W-9 below. If such Stockholder is
an individual, the TIN is his or her social security number. If the tendering
Stockholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, such Stockholder should so indicate on
the Substitute Form W-9. See Instruction 10. If the Depositary is not provided
with the correct TIN, the Stockholder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, payments that are made to such
Stockholders with respect to Shares purchased pursuant to the Offer may be
subject to backup federal income tax withholding.
Certain Stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such Stockholder must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status. Forms for
such statements can be obtained from the Depositary. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold
31% of any payments made to the Stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding with respect to
payment of the purchase price for Shares purchased pursuant to the Offer, a
Stockholder must provide the Depositary with his correct TIN by completing the
Substitute Form W-9 below, certifying that the TIN provided on
A-11
<PAGE>
Substitute Form W-9 is correct (or that such Stockholder is awaiting a TIN) and
that (1) such Stockholder has not been notified by the Internal Revenue Service
that he is subject to backup withholding as a result of failure to report all
interest or dividends or (2) the Internal Revenue Service has notified the
Stockholder that he is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are registered in more than one name or are not
in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
______________________________, 2000
Signature
Date
Name (Please Print)
_____________________________________
A-12
<PAGE>
PAYOR'S NAME: WILMINGTON TRUST COMPANY
SUBSTITUTE
Form W-9
Department of Treasury
Internal Revenue Service
Payor's Request for
Taxpayer Identification
Number ("TIN") and
Certification
Part 1. Please provide your TIN in the box at right and certify by signing and
Dating below.
Social Security Number OR
Employer Identification Number
______________________________
Part 2. Check the box if you are NOT subject to backup withholding under the
Provisions of Section 3408(a)(1)(C) of the Internal Revenue Code of 1986 because
(1) you have not been notified that you are subject to backup withholding as a
result of failure to report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no longer subject to backup
withholding [ ]
Part 3 - Certification - Under the penalties of perjury, I certify that the
information Provided on this form is true, correct and complete.
Print your name: ___________________________
Address:____________________________________
____________________________________________
____________________________________________
Signature:__________________________________ [ ] Awaiting TIN
Date:_______________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
____________________________________ ________________________________________
Signature Date
A-13
EXHIBIT 99.2
Notice of Guaranteed Delivery
For
Tender of Shares of Common Stock
Of
UNUMProvident Corporation
Or
Winn-Dixie Stores, Inc.
To
MindLoft.Com Incorporated
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Exchange Offer (i) if certificates for
Securities (as defined below) are not immediately available, (ii) if the
procedure for book-entry transfer cannot be completed prior to the Expiration
Date or (iii) if time will not permit all required documents to reach the
Depositary prior to the Expiration Date. Such form may be delivered by hand,
transmitted by facsimile transmission or mailed to the Depositary.
The Depositary for the Offer is:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Telephone: (302) 651-1000
(for eligible institutions only)
Confirm Facsimile by Telephone Only:
1
<PAGE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON
A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to MindLoft.Com Incorporated, a Florida
corporation ("Offeror") upon the terms and subject to the conditions set forth
in the Offeror's Exchange Offer dated , 2000 (the "Exchange Offer") and the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Exchange Offer"), receipt of which is
hereby acknowledged, the number of shares set forth below of common stock, (the
"Securities"), of the Company, pursuant to the guaranteed delivery procedures
set forth in the Exchange Offer.
Signature(s)_____________________ Address(es)_________________________
_______________________________ ___________________________________
Zip Code
Name(s) of Record Holder(s)________ Area Code and Tel. No.(s)______________
________________________________ Taxpayer Identification or
Please Print or Type Social Security Number________________
Number of shares of Common Stock Check box if shares of Common Stock will
_________________ be tendered by book-entry transfer: [___]
Certificate No.(s) (If Available) Account Number_____________________
_________________________________
_________________________________
Dated ________________, 2000
THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
BELOW
(Not to be used for signature guarantee)
2
<PAGE>
The undersigned, a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program, the Stock Exchange Medallion Program or an "eligible guarantor
institution" as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary
either certificates representing the shares of Common Stock and shares of
Preferred Stock tendered hereby, in proper form for transfer, or, in the case of
shares of Common Stock, confirmation of book-entry transfer of such shares of
Common Stock into the Depositary's accounts at The Depositary Trust Company, in
each case with delivery of a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Exchange Offer),
and any other required documents, within three trading days (as defined in the
Exchange Offer) after the date hereof.
_________________________________ ____________________________________________
Name of Firm Authorized Signature
_________________________________ Name________________________________________
Address Please Print or Type
_________________________________ Title_______________________________________
Zip Code
Date___________________________________,2000
Area Code and Tel. No.______________
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OF COMMON STOCK WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
3
