SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
RUSSIAN-CAVIAR.COM
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
[CAPTION]
RUSSIAN-CAVIAR.COM
Corporate Office:
827 State Street, Suite 14
Santa Barbara, CA 93101
November 7, 2000
To: All stockholders of RUSSIAN-CAVIAR.COM
From: Agata Gotova, President
Subject: Special Meeting of Shareholders
Dear Shareholders:
I am happy to report to you that the NASD has accepted our market maker's
application to quote our securities on the NASD Bulletin Board. The Board of
Directors has decided to expand the operations of the company beyond that of
caviar sales. We are developing a business plan which will enable us to provide
e-marketing solutions to other companies doing business on the Internet. While
this plan is still in its development stage, we have decided that our name
should reflect the expansion of our Internet business. Therefore, the Board of
Directors is proposing to change the name of Russian-Caviar to "eSynergies,
Inc." Further the Board has proposed a ten to one forward split of the existing
share capital of the corporation, and an amendment to the articles of
incorporation to effectuate that split. I ask you to read the enclosed
materials fully and thoroughly. I look forward to an upcoming year filled with
prosperity and success to all of us.
Thank you for your continuing support.
Agata Gotova
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Agata Gotova, President
[CAPTION]
RUSSIAN-CAVIAR.COM
Corporate Office:
827 State Street, Suite 14
Santa Barbara, CA 93101
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
NOVEMBER 20, 2000
9:00 A.M. PACIFIC TIME
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NOTICE IS HEREBY GIVEN, that the 2000 Special Meeting of Shareholders of
RUSSIAN-CAVIAR.COM, a Delaware corporation ("RCVR"), will be held at 3:00 p.m.
Pacific Daylight Time on November 20, 2000 at 9:00 a.m., Pacific Time at the
Company's offices at 827 State Street, Suite 14, Santa Barbara, California, for
the following purposes:
(1) To approve the 5-1 forward split of common shares of RCVR and amend the
company's articles of incorporation to provide for the split; and
(2) To change the name of the company to eSynergies, inc.; and
(3) To transact such other business as may properly come before the 2000
SPECIAL Meeting and any adjournment thereof.
The Company has fixed the close of business on October 31, 2000 as the
Record Date for the determination of Company shareholders entitled to receive
notice of, and to vote at, the Special Meeting and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
Agata Gotova
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Santa Barbara, California Agata Gotova, President
November 7, 2000
TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING IN PERSON HAVE THE RIGHT TO
REVOKE THEIR PROXIES AND VOTE THEIR SHARES IN PERSON, IF THEY SO DESIRE.
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RUSSIAN-CAVIAR.COM
PROXY STATEMENT
FOR THE 2000 SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 20, 2000
I. INTRODUCTION
The Board of Directors of RUSSIAN-CAVIAR.COM, a California corporation (the
"Company"), is soliciting the accompanying Proxy in connection with its 2000
Special Meeting of Shareholders of the Company to be held at 9:00 a.m. Pacific
Time on November 20, 2000, and any adjournments thereof. This Proxy Statement,
the Notice of Special Meeting and Proxy Card, are being mailed to shareholders
on or about November 8, 2000.
II. OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business on
October 31, 2000, as the record date for the determination of those holders of
Common Stock of the Company entitled to receive notice of, and vote at, the
Special Meeting. Persons who were not shareholders on such date will not be
allowed to vote at the Special Meeting. At the close of business on the record
date, there were 1,975,000 shares of the Company's Common Stock issued and
outstanding. The Common Stock is the only outstanding class of capital stock of
the Company entitled to vote at the Meeting. Each share of Common Stock is
entitled to one vote on each matter to be voted on at the meeting. Holders of
Common Stock are not entitled to cumulative voting rights. A majority of the
shares entitled to vote present in person or represented by proxy at the
SPECIAL Meeting, is required for approval of each of the Company's three
proposals.
Shares of Common Stock that are represented by properly executed proxies,
unless such proxies have previously been revoked, will be voted in accordance
with the instructions indicated in such proxies. If no instructions are
indicated, such common shares will be voted "FOR" approval of each of the four
proposals and in the discretion of the proxy holders for any other matter that
may properly come before the SPECIAL Meeting. If a shareholder abstains from
voting as to any matter, then the shares held by such shareholder shall be
deemed present at the meeting for purposes of determining a quorum, and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. Abstentions, therefore, as
to any proposal will have the same effect as votes against such proposal. If a
broker returns a "non-vote" proxy, indicating a lack of voting instructions by
the beneficial holder of the shares and a lack of discretionary authority on
the part of the broker to vote a particular matter, then in such instance, the
shares covered by such "non-vote" proxy shall be deemed to be present at the
meeting for purposes of determining a quorum, but shall not be deemed to be
represented at the meeting for purposes of calculating the vote required for
approval of such matter.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the Special Meeting by filing with the Chief Executive Officer of
the Company, Ms. Agata Gotova, at the address set forth above, a written
revocation of such proxy, or by executing and delivering a duly-executed proxy
bearing a later date, or by simply voting the common shares covered thereby by
separate written ballot to be disseminated at the Special Meeting.
In addition to soliciting proxies by mail, officers, directors and employees of
the Company, without receiving additional compensation therefor, may solicit
proxies personally, or by telephone, telegram or other forms of communication,
including wire facsimile. The Company has not retained a proxy solicitation
firm, and instead, will use its own best efforts to solicit as many proxies as
practicable in the time available before the Special Meeting.
III. PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of October 31, 2000, by: (I) each
current director; each nominee for director, and executive officer of the
Company; (ii) all directors and executive officers as a group; and (iii) each
shareholder who owns more than five percent of the outstanding shares of the
Company's Common Stock. Except as otherwise indicated, the Company believes
each of the persons listed below possesses sole voting and investment power
with respect to the shares indicated.
NAMES OF EXECUTIVE SHARES PERCENTAGE
OFFICER, DIRECTORS BENEFICIALLY BENEFICIALLY
AND 5% HOLDERS OWNED OWNED
------------------ ----------- -----------
Agata Gotova(1) 1,610,000 80.5%
827 State Street
Santa Barbara, CA 93101
Richard Tearle 100,000 5%
1216 State Street, #305
Santa Barbara, CA 93101
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In order to effectuate a fair and just reorganization of the company's capital
stock structure, Agata Gotova has agreed to cancel and return these 1,610,000
shares to treasury, prior to the effectuation of the forward split, and
effective November 21, 2000, and be reissued 118,000 shares, which, after the
forward split, will be split to 1,118,000 shares.
IV. EXECUTIVE COMPENSATION
The Company has made no provisions for cash compensation to its officers and
directors. The Company's management has received 1,610,000 shares of
restricted stock as a retainer for futures services and in exchange for the
company's business plan. These 1,610,000 shares have been accepted as full
compensation for management's services for the first year of operations. No
salaries are being paid at the present time, and will not be paid unless and
until there is available cash flow from operations or additional influx of
capital to pay salaries. There were no grants of options or SAR grants given
to any executive officers during the last fiscal year.
V. PROPOSAL NUMBER ONE - TO CHANGE THE NAME OF THE COMPANY TO eSynergies, inc.
The Board of Directors has decided to expand the company's operations on the
Internet to provide, in addition to caviar sales, the provision of e-market
solutions to other businesses on the Internet, to help them communicate more
efficiently with customers and to organize marketing campaigns. The Company
will continue to provide caviar sales from its e-commerce site on the Internet,
but, although its new business plan is currently still in formation, the Board
feels that the company's name should be changed to more reflect the expansion
of the company's business beyond just caviar sales. Therefore, the company
proposes that article FIRST of the company's articles of incorporation be
amended to read as follows:
"FIRST: The name of this corporation is: eSynergies, Inc."
VI. PROPOSAL NUMBER TWO: TEN TO ONE FORWARD SPLIT OF SHARE CAPITAL.
The Board of Directors is proposing a ten to one forward split of its share
capital. The forward split will result in each outstanding share being
converted to ten shares, and the authorized share capital will increase from
100,000,000 shares to 1,000,000,000 shares. In addition, the par value of each
share will decrease ten-fold from $.001 per share to $.0001 per share.
The forward split requires an amendment to the certificate of incorporation of
the company, which can only be done by Board resolution and approval by the
shareholders. On November 7, 2000, the Board of Directors adopted the following
resolution to effectuate the forward split:
WHEREAS, the Board of Directors has resolved to restructure the capital
structure of the corporation, to effectuate a 10 to 1 forward split of its
share capital,
IT IS RESOLVED, that Article FIFTH of the Articles of Incorporation
is hereby amended to read as follows:
"FIFTH: This corporation is authorized to issue only one class of stock, all
common; the total number of shares which this corporation is authorized to
issue is one billion (1,000,000,000) shares, each with a par value of $.00001
per share, in order to reflect a 10 for 1 forward share split.
I. PROPOSAL NUMBER ONE CALLS FOR THE APPROVAL OF AN AMENDMENT TO THE ARTICLES
OF INCORPORATION, CHANGING THE NAME OF THE COMPANY TO eSynergies, Inc. THE
BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER ONE.
II. PROPOSAL NUMBER TWO CALLS FOR THE SHAREHOLDERS TO AMEND THE ARTICLES OF
INCORPORATION OF THE COMPANY TO EFFECT A TEN FOR ONE FORWARD SHARE SPLIT AND
INCREASE IN THE AUTHORIZED SHARE CAPITAL. THE BOARD OF DIRECTORS RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER TWO.
VII. OTHER BUSINESS
No business, other than as set forth herein, is expected to come before the
Special Meeting. Should any other matter requiring a vote of the shareholders
arise, including any question related to any adjournment of the meeting, the
persons named in the enclosed Proxy will vote thereon according to their best
judgment and in the best interests of the Company and its shareholders.
VIII. SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and intended
to be presented at the Special Meeting of Shareholders must be received by the
Company by November 12, 2000. The proposal will be presented at the Special
Meeting, but not included in the Company's Proxy Statement, and related proxy
solicitation materials, for the Company's Special Meeting of Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS,
Agata Gotova
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AGATA GOTOVA
President
Santa Barbara, California, November 7, 2000
[CAPTION]
PROXY
The undersigned shareholder of RUSSIAN-CAVIAR.COM (The "Company") hereby
appoints Agata Gotova, as proxy holder of the undersigned to attend the SPECIAL
general meeting of the Company to be held on November 20, 2000 and any
adjournment thereof with authority to act and vote at the meeting for and on
behalf of the undersigned and directs the proxy holder to vote the common
shares held by the undersigned in respect of the matters indicated below as
follows:
PROPOSAL ONE: TO AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE
THE NAME FROM RUSSIAN-CAVIAR.COM TO eSyngergies, inc.
_______ FOR
_______ AGAINST
_______ ABSTAIN
PROPOSAL TWO: TO AMEND THE ARTICLES OF INCORPORATION TO EFFECT A TEN
FOR ONE FORWARD SPLIT OF THE OUTSTANDING AND AUTHORIZED SHARE CAPITAL OF THE
COMPANY.
________ FOR
_______ AGAINST
_______ ABSTAIN
PLEASE SIGN AND DATE BELOW
INSTRUCTION: Please sign your name exactly as it appears on your stock
certificate. When shares are held by joint owners, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, give your
full title as such. If a corporation, please sign in full corporate name by the
duly authorized officer. If a partnership, please sign in partnership name by
an authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE
TODAY. THIS REPLACES AND REVOKES ANY OTHER PROXIES YOU MAY HAVE BEEN PRESENTED.
NO POSTAGE IS REQUIRED.
Executed this ____day of _________, 2000.
________________________
________________________
Name of Shareholder
Signature of Shareholder
________________________
________________________
Address (if different from above)
Signature of Shareholder
________________________
________________________
Share Certificate No.
Number of Shares voted
