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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. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[x] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
INTERCONEXUS.COM, INC.
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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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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INTERCONEXUS.COM, INC.
2651 WARRENVILLE ROAD, SUITE 560
DOWNERS GROVE, ILLINOIS 60515
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NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 17, 2000
-----------------------------------------
NOTICE IS HEREBY GIVEN that an annual meeting of stockholders of
InterConexus.com, Inc., a Delaware corporation, will be held at 2651 Warrenville
Road, Downers Grove, Illinois, on Friday, November 17, 2000 at 10:00 a.m.,
Downers Grove time, for the following purposes:
1. to elect seven directors; and
2. to transact such other business as may properly come before the meeting.
By order of the Board of Directors,
/s/ P. Balasubramanian
P. Balasubramanian
Secretary
Downers Grove, Illinois
October 9, 2000
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INTERCONEXUS.COM, INC.
2651 WARRENVILLE ROAD, SUITE 560
DOWNERS GROVE, ILLINOIS 60515
-----------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 17, 2000
-----------------------------------------
This proxy statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of InterConexus.com, Inc., a Delaware
corporation (the "Company"), for use at the annual meeting of stockholders to be
held on November 17, 2000 and at any adjournment thereof. Only stockholders of
record at the close of business on September 28, 2000 will be entitled to notice
of and to vote at the meeting. The Company had 12,908,091 shares of common stock
("Common Stock") outstanding as of the close of business on such date. There are
no other voting securities. This proxy statement and form of proxy are first
being sent to stockholders on or about October 9, 2000. Each stockholder is
entitled to one vote per share for the election of directors, as well as on
other matters. If the accompanying proxy form is signed and returned, the shares
represented thereby will be voted. Such shares will be voted in accordance with
the directions on the proxy form or, in the absence of direction as to any
proposal, they will be voted for such proposal on the proxy form; and it is
intended that they will be voted for the nominees named herein, except to the
extent authority to vote is withheld. A stockholder may revoke a proxy at any
time prior to the voting thereof by giving written notice of such revocation to
the Secretary of the Company, by executing and duly delivering a subsequent
proxy or by attending the meeting and voting in person.
In case the nominees named herein for election as directors are not available
when the election occurs, proxies in the accompanying form may be voted for a
substitute. The Company expects the nominees to be available and knows of no
matters to be brought before the meeting other than those referred to in the
accompanying notice of annual meeting. If, however, any other matters properly
come before the meeting, it is intended that proxies in the accompanying form
will be voted thereon in accordance with the judgment of the persons voting such
proxies.
The presence at the annual meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock is necessary to constitute a
quorum. Abstentions will be treated as shares that are present and entitled to
vote for purposes of determining the presence of a quorum but as unvoted for
purposes of determining the approval of any matter submitted to the stockholders
for a vote from which such stockholder abstained. If a broker indicates on the
proxy that it does not have discretionary authority as to certain shares to vote
on a particular
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matter, then although counted for purposes of determining the presence of a
quorum, such shares will not be considered as present and entitled to vote with
respect to that matter. The favorable vote of the holders of a plurality of the
shares of Common Stock represented at the meeting will be required to elect the
directors to be elected.
In addition to the use of the mails, proxies may be solicited by directors,
officers, or regular employees of the Company in person, by facsimile, by
telephone or by other means. The cost of the proxy solicitation will be paid by
the Company.
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PRINCIPAL STOCKHOLDERS
The following table sets forth information as to the record ownership of
the Company's Common Stock as of July 31, 2000 by (i) the officers or directors
of the Company, (ii) the officers and directors of the Company as a group and
(iii) each person who owns more than 10% or more of the Common Stock.
NAME OF OWNER(1) AMOUNT OWNED PERCENT OF CLASS
------------- ------------ ----------------
Mehul J. Dave 4,845,000 37.53
P. Balasubramanian 1,525,000 11.81
Robert W. Heller 382,000 2.96
Thomas Mueller 113,000 0.88
Jason W. Levin 0 0
Utpal J. Dave 6,675 0.05
David L. Harris 75,000 0.58
All Officers and Directors
as a Group (7) 6,946,675 53.82
(1) The address of each of Messrs. M. Dave, Balasubramanian, Heller,
Mueller, Levin, U. Dave and Harris is c/o InterConexus.com, Inc., 2651
Warrenville Road, Suite 560, Downers Grove, Illinois 60515.
The following table sets forth information as to options, warrants and
other rights to purchase Common Stock by (i) the officers and directors of the
Company, and (ii) the officers and directors as a group.
AMOUNT OF COMMON
STOCK SUBJECT TO
OPTIONS, WARRANTS EXERCISE PRICE
NAME OF OWNER OR RIGHTS(1) PER SHARE
------------- ------------ ---------
Mehul J. Dave 80,000 $0.01
P. Balasubramanian 55,000 $0.01
Robert W. Heller 80,000 $0.01
Thomas Mueller 30,000 $0.01
Jason W. Levin 30,000 $0.01
Utpal J. Dave 450,000 $0.01
David L. Harris 25,000 $0.01
All Officers and Directors
as a Group (7) 750,000
(1) All options have been issued in accordance with the Company's
2000 Stock Incentive Plan and are subject to a stock option
agreement with the Company. Each director, except Messrs. U. Dave
and Harris, has been granted 30,000 options for agreeing to
become a director that are vested and exercisable. All other
options vest from a period of one to four years from the date of
the grant of the options.
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BOARD OF DIRECTORS
MEMBERS AND NOMINEES FOR ELECTION
The Board of Directors of the Company consists of seven members. The term of
office of each director expires at each annual meeting of stockholders or when
his successor has been duly elected and qualified. Therefore, the term of each
director will expire at this annual meeting of stockholders. Each director has
been nominated for election at the annual meeting of stockholders for a term
expiring at the next annual meeting of stockholders or when his successor has
been duly elected and qualified. The following presents certain information with
respect to the directors and executive officers of the Company.
NAME POSITION AGE
---- -------- ---
Mehul J. Dave President and Chairman of the Board of Directors 44
P. Balasubramanian Vice President, Secretary, Treasurer and Director 44
Robert W. Heller Director 54
Thomas Mueller Director 59
Jason W. Levin Director 42
Utpal J. Dave Director and Chief Operating Officer 35
David L. Harris Director 58
MEHUL J. DAVE, Director, Chairman of the Board and President of the
Company, from March 2000 to present. Director, Chairman of the Board and
President of Capri Corp., a Minnesota corporation ("Capri"), from 1992 to
present and President and Chief Executive Officer of Cimnet Systems, Inc., a
wholly-owned subsidiary of Capri ("Cimnet"), from 1988 to present. Mr. Dave
holds a Masters Degree in Environmental Systems from Governors State University,
a Bachelors Degree in Mechanical Engineering from Illinois Institute of
Technology, and has completed coursework towards a Ph.D. in Space Physics at the
University of Michigan. Mr. Dave is responsible for the overall operation of the
Company.
P. BALASUBRAMANIAN, Director, Vice President, Secretary and Treasurer of
the Company, from March 2000 to present. Director, Executive Vice President,
Secretary and Treasurer of Capri, from 1992 to present; Vice President of
Software Engineering of Cimnet, from 1988 to present. Mr. Balasubramanian holds
a Masters Degree in Computer Science from Illinois Institute of Technology and a
Bachelors Degree in Mechanical Engineering from Annamalai University.
ROBERT W. HELLER, Director of the Company, from March 2000 to present.
Director of Capri, from September, 1996 to present. Mr. Heller is currently an
independent consultant. From 1998 to 1999, Mr. Heller was Vice President of
Operations at Fieldworks, Inc. From 1996 to 1997, Mr. Heller was Chief Executive
Officer of MiTech R&D Inc., and was Chief Executive Officer of Advance Circuits
Inc. from 1994 to 1995. Mr. Heller holds a Masters Degree in
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Industrial Engineering from North Dakota State University and a Bachelors Degree
in Industrial Administration from Purdue University.
THOMAS MUELLER, Director of the Company, from March 2000 to present.
Director of Capri, from 1997 to present. Mr. Mueller has been Vice President of
Finance since 1995 of Help/Systems, a manufacturer of operations automation
software for the IBM AS/400 computer. Mr. Mueller is a Certified Public
Accountant and a member of the American Institute of Certified Public
Accountants and Minnesota Society of Certified Public Accountants. Mr. Mueller
holds a Bachelors Degree in Accounting from the University of Minnesota.
JASON W. LEVIN, Director of the Company, from March 2000 to present.
Director of Capri, from 1997 to present. Mr. Levin has been a partner in the law
firm of Piper Marbury Rudnick & Wolfe, counsel to the Company, from 1998 to
present and a partner in the law firm of Fagel & Haber, from 1989 to 1998. Mr.
Levin is a director of Strube Celery and Vegetable Company, a corporation
engaged in the wholesale distribution of fresh fruits and vegetables in the
Midwestern United States, and a member of the Board of Managers of the Logan
Square Club of the Boys and Girls Club of Chicago. Mr. Levin holds a Bachelor of
Science Degree in Finance and a Juris Doctor degree from Indiana University.
UTPAL J. DAVE, Director and Chief Operating Officer of the Company, from
May 2000 to present. From 1997 to 2000, Mr. Dave worked as a Senior Manager with
Andersen Consulting's Strategy Practice. From 1995 to 1997, Mr. Dave was a
management consultant with Booz Allen & Hamilton. Mr. Dave holds a MBA from
Kellogg / Northwestern University, a Masters Degree in Electrical Engineering
from the University of Illinois and a Bachelors Degree in Computer Engineering
from the University of Illinois.
DAVID L. HARRIS, Director of the Company, from May 2000 to present. Mr.
Harris is Vice President-Marketing, Sales and Services of Cimnet. Mr. Harris has
been employed by Capri since 1998. From 1997 to 1998, Mr. Harris was a principal
and owner of DLH & Associates, a consulting firm to the semiconductor, printed
wire board and capital equipment industries. From 1995 to 1997, Mr. Harris was
Vice President-Sales, Marketing and Services of Semitool, Inc., a seller of
capital equipment to the semiconductor industry, and from 1983 to 1995, Mr.
Harris was a General Manager in WR Grace's photopolymer systems business. Mr.
Harris holds a Bachelor's Degree in Marketing and Economics from the University
of Maryland and a Certificate in Business Management from MIT's Greater Boston
Executive Program.
Each of the Company's directors were elected to serve as directors on March
23, 2000, except for Utpal J. Dave and David L. Harris who were elected to serve
as directors on May 18, 2000, and each will hold office until the next annual
meeting of shareholders. No director has resigned since March 23, 2000 and no
director has declined to stand for re-election in 2001. Each of the Company's
executive officers were elected on March 23, 2000, except for Utpal J. Dave who
holds the position of Chief Operating Officer and was appointed to such position
effective May 23, 2000, and each will hold office until the next annual board of
directors meeting. The term of office of each director expires at each annual
meeting of shareholders and upon the election and qualification of his
successor. There are no arrangements with any director or officer regarding any
election or appointment to any office of the Company.
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There are no family relationships between any director or executive officer
of the Company, except for Mehul Dave and Utpal J. Dave who are brothers. No
director, executive officer or significant employee of the Company, during the
prior five years, (i) has filed a petition under the Bankruptcy Act or any State
insolvency law or has had the same filed against him, or has had a receiver,
fiscal agent or similar officer appointed by a court for the business or
property of such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation or
business association of which he was an executive officer at or within two years
before the time of such filing; or (ii) has been convicted in a criminal
proceeding.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held meetings or acted by consent seven
times during fiscal 2000. The Company has standing audit and compensation
committees.
COMPENSATION COMMITTEE. The Compensation Committee, which consists of Messrs.
Heller, Levin and Mueller, establishes general guidelines regarding the
compensation of the officers and executives of the company, determines the
compensation of the officers and makes recommendations to the directors with
respect to the Company's compensation policies. The Compensation Committee was
established on May 18, 2000 and took no action during fiscal 2000.
AUDIT COMMITTEE. The Audit Committee, which consists of Messrs. Heller, Levin
and Mueller, makes recommendations concerning the engagement of independent
public accountants, reviews with the independent public accountants the plans
and results of the audit engagement, approves professional services provided by
the independent public accountants, reviews the independence of the independent
public accountants, considers the range of audit and non-audit fees, reviews any
recommendations made by the Company's auditors regarding the Company's
accounting methods and the adequacy of its system of internal control and
reviews any related party transactions. Each member of the Audit Committee
except Mr. Levin is an "independent" director of the Company, as defined in Rule
4200(a)(15) of the National Association of Securities Dealers' ("NASD") listing
standards. The Board of Directors of the Company has not adopted a written
charter for the Audit Committee. The Audit Committee was established on May 18,
2000 and took no action during fiscal 2000.
REPORT OF AUDIT COMMITTEE
The Audit Committee has reviewed and discussed the Company's audited financial
statements for its year ended June 30, 2000 with the management of the Company
and the Company's independent auditors, Klesman, Halper & Co., P.C. ("Klesman
Halper"). The Audit Committee has discussed with management and Klesman Halper
any significant changes to the Company's accounting principles, the degree of
aggressiveness or conservatism of the accounting principles and underlying
estimates used in the preparation of the Company's financial statements, and any
items required to be communicated by the outside auditors in accordance with
Statement of Auditing Standards ("SAS") No. 61. The Audit Committee has reviewed
and confirmed the
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independence of Klesman Halper as outside auditors by requiring that Klesman
Halper report (but not submit a formal written statement) to the Audit Committee
all relationships between Klesman Halper and the Company, and has engaged in a
dialogue with Klesman Halper with respect to any disclosed relationships or
services that may impact Klesman Halper's objectivity and independence. Based in
part on the foregoing, the Audit Committee recommended to the Board of Directors
of the Company that the financial statements as of and for the year ended June
30, 2000, audited by Klesman Halper, be included in the Company's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 2000.
Robert W. Heller
Jason W. Levin
Thomas Mueller
EXECUTIVE COMPENSATION
The directors and officers of the Company do not currently receive cash
compensation from the Company for their services and have not entered into any
employment agreements with the Company. The officers of the Company are
currently employed by Cimnet. The Company will reimburse Cimnet for the services
of the officers. See "Certain Transactions." All directors except each of
Messrs. U. Dave and Harris receive stock options for agreeing to serve as a
director of the Company. Messrs. M. Dave, U. Dave, Balasubramanian and Harris
also received options in the Company prior to the Spin-Off (as defined below),
as employees of Capri, and Mr. Heller received options to purchase 50,000 shares
of Company Common Stock for consulting services provided to the Company. Mr.
Heller also received payments totaling approximately $8000 from Capri for
consulting services provided to the Company. The Company will be billed for this
amount pursuant to the arrangements described herein under the caption "Certain
Transactions."
CERTAIN TRANSACTIONS
Jason W. Levin, a director of the Company, is a partner in the law firm of
Piper Marbury Rudnick & Wolfe, counsel to the Company. With the exception of Mr.
Levin's indirect interest and the transactions described below relating to the
Spin-Off and Capri, during the last two years, the Company has not engaged in
any material transaction, and there is no presently proposed transaction, in
which any director, officer or principal security holder of the Company, any
nominee for election as a director of the Company, any director or officer of
any subsidiary of the Company, or any relative or spouse of any of the
foregoing, had or is anticipated to have a direct or indirect material interest.
Capri distributed all of the shares of the Company's Common Stock to the
shareholders of Capri in a taxable distribution effective June 1, 2000 (the
"Spin-Off"). Certain directors and executive officers of the Company also serve
as directors and executive officers of Capri, as described under "Board of
Directors." In addition, for the purpose of governing certain ongoing
relationships between the Company and Capri following the Spin-Off, the Company
and Cimnet have entered into various agreements and adopted certain policies
with respect to the following:
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SERVICES AGREEMENT. The Company and Cimnet have entered into a Services
Agreement whereby Cimnet provides certain services to the Company on an
as-needed basis. The fees for such services will be based on a rate designed to
reflect Cimnet's cost of providing such services, including reimbursement of
certain direct out-of-pocket expenses. The Company is free to procure such
services from outside vendors or to develop an in-house capability in order to
provide such services internally. The services to be provided to the Company by
Cimnet pursuant to such agreement include employees, including key executives,
accounting services, computer services, insurance coverage, payroll processing
services and management of employee benefits programs, or any other similar
services that the Company may require.
OFFICE SPACE. The Company currently shares office space with Cimnet. Cimnet
allocates to the Company its pro rata share of rent, common area maintenance
charges and other costs and expenses under Cimnet's lease for its office space
based upon the square footage of the shared office space occupied by the
Company.
SOFTWARE LICENSE. The Company and Cimnet may enter into a license agreement
pursuant to which Cimnet will grant a license to the Company for certain
components of Paradigm(R), Cimnet's software application. It is expected that
the fees payable by the Company pursuant to this license agreement will be at
least the same fees generally required under Cimnet's typical software license
with unrelated third-party customers for the same software.
LOANS. The Company may borrow funds from Cimnet from time to time in order to
fund its operations.
AUDITORS
Representatives of Klesman Halper, the Company's auditors, are expected to be
present at the annual meeting and will be available to respond to questions and
may make a statement if they so desire.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder intends to present at the next annual meeting
of stockholder of the Company must be received by the Company by May 25, 2001 in
order to be eligible for inclusion in the proxy statement and proxy form
relating to such meeting.
IMPORTANT
All stockholders are cordially invited to attend the annual meeting in person.
If you cannot be present at the meeting, please sign and date the enclosed Proxy
and mail it PROMPTLY in the enclosed self-addressed envelope. No postage need be
affixed if mailed in the United States.
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PROXY
INTERCONEXUS.COM, INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS ON NOVEMBER 17, 2000
The undersigned hereby appoints Mehul J. Dave' and P. Balasubramanian, and
each of them, as proxies, with full power of substitution, to vote all common
shares of InterConexus.com, Inc. held by the undersigned as of September 28,
2000 at the Annual Meeting of Stockholders to be held at 2651 Warrenville Road,
Downers Grove, Illinois, on November 17, 2000 at 10:00 a.m., Downers Grove time,
and at any adjournment thereof, upon all subjects that may properly come before
the meeting, with all the powers the undersigned would have if present, subject
to any directions indicated on the reverse side of this card. IF NO DIRECTIONS
ARE GIVEN, THE PROXIES WILL VOTE FOR THE ELECTION OF THE NOMINEES LISTED ON THE
REVERSE SIDE, AND AT THEIR DISCRETION, ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND MAIL PROMPTLY
IN THE ENCLOSED ENVELOPE. IF YOU DO NOT SIGN AND RETURN A PROXY, OR ATTEND THE
MEETING AND VOTE BY BALLOT, YOUR SHARES CAN NOT BE VOTED.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN.
1. For the election of MEHUL J. DAVE', P. BALASUBRAMANIAN, ROBERT W.
HELLER, JASON W. LEVIN, THOMAS MUELLER, UTPAL J. DAVE' and DAVID L.
HARRIS as directors, to hold office until the next Annual Meeting of
Stockholders or until their successors are duly elected and qualified.
TO WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE, LINE THROUGH OR OTHERWISE
STRIKE OUT THE NAME OF THE NOMINEE.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the
meeting.
Signatures: _________________________
_________________________
Dated: __________________, 2000
Please sign exactly as name appears above. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee, guardian, or corporate
officer, please give full title or capacity as such.
