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SCHEDULE 14C INFORMATION
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by rule
14c-5(d)(2)
[ ] Definitive Information Statement
LINK.COM, INC.
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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
[ ] 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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LINK.COM, INC.
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201 EAST MAIN STREET
BRADY, TEXAS 78625
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Link.com, Inc., a Nevada corporation (the "Company"), in connection with the
proposed adoption of a Certificate of Amendment to the Company's Articles of
Incorporation (the "Amendment") by the written consent of the holders of a
majority in interest of the Company's voting capital stock ("Voting Capital
Stock") consisting of the Company's outstanding Common Stock ("Common Stock").
The Company's Board of Directors on May 26, 2000, approved and recommended by
unanimous written consent that (i) the Articles of Incorporation be amended in
order to change the name of the Company from "Link.com, Inc." to "eClickMD,
Inc."; (ii) to increase the Company's authorized Capital Stock to 65,000,000
shares; and (iii) to establish a "blank check" preferred stock consisting of
15,000,000 preferred shares.
The proposed amendments to the Articles of Incorporation will become
effective upon the filing of the Amendment with the Secretary of State of the
State of Nevada. Under federal securities laws, the Company cannot file the
Amendment until at least 20 days after the mailing of this Information
Statement. The Company anticipates that the filing of the Amendment will occur
on or about July 10, 2000 (the "Effective Date").
If the proposed Amendment was not adopted by written consent, it would have
been required to be considered by the Company's stockholders at a special
stockholders' meeting convened for the specific purpose of approving the
Amendment. The elimination of the need for a special meeting of stockholders to
approve the Amendment is made possible by Section 78.320 of the Nevada General
Corporation Law (the "Nevada Law"), which provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a special meeting. Pursuant to Section
78.390 of the Nevada Law, a majority of the outstanding shares of voting capital
stock entitled to vote thereon is required in order to amend the Company's
Articles of Incorporation. In order to eliminate the costs and management time
involved in holding a special meeting and in order to effect the Amendment as
early as possible in order to accomplish the purposes of the Company as
hereafter described, the Board of Directors of the Company voted to utilize the
written consent of the holders of a majority in interest of the Voting Capital
Stock of the Company. As discussed hereafter, the Board of Directors has
recommended the Amendment in order to reflect the change in the focus of
operations conducted by the Company and to restructure the capitalization of the
Company now that the Company has begun the active conduct of operations.
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Certain members of management and certain other stockholders described
hereafter own in the aggregate approximately 7,989,061 shares of Common Stock of
the Company, representing approximately 72% (as of April 28, 2000) of the
outstanding Voting Capital Stock of the Company entitled to vote on the
Amendment. These stockholders have executed a written consent, dated May 26,
2000 approving the Amendment. The record date established by the Company for
purposes of determining the number of outstanding shares of Voting Capital Stock
of the Company is April 28, 2000 (the "Record Date"). In accordance with federal
securities laws, the Company will prepare and file a Certificate of Amendment to
its Articles of Incorporation with the State of Nevada changing the name of the
Company from Link.com, Inc. to eClickMD, Inc. and restructuring its
capitalization twenty (20) days after the mailing of this Information Statement.
This Information Statement will first be mailed to the stockholders of the
Company on or about July 15, 2000. Inasmuch as the Company will have provided to
its stockholders of record this Information Statement, the Company will notify
its stockholders at the time of distribution of its next Annual Report on Form
10-KSB or its Quarterly Report on Form 10-QSB of the effective date of the
Amendment. No additional action will be undertaken pursuant to such written
consents, and no dissenters' rights under the Nevada Law are afforded to the
Company's stockholders as a result of the adoption of the Amendment.
EXECUTIVE OFFICES
The Company's principal executive offices are located at 201 East Main
Street, Brady, Texas 78625. Its telephone number is (915) 792-8400.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 11,111,111 shares of Common Stock
outstanding. No other shares of capital stock are outstanding. The Common Stock
is the sole class of voting securities of the Company. Each share of Common
Stock entitles the holder thereof to one vote on all matters submitted to
stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 28, 2000 by (i) each of our
directors, (ii) each of our executive officers, (iii) each person who is known
by us to own beneficially more than 5% of the Common Stock and (iv) all
directors and officers as a group. All share numbers reflect the Company's
1-for-4.5 reverse stock split, effective as of April 3, 2000.
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<TABLE>
<CAPTION>
Name(1) Number of Shares Percentage
------- ---------------- ----------
<S> <C> <C>
Marion Robert Rice 3,532,225 31.79%
Andy Wade McBee 2,389,446 21.5%
Donald Deshotels 1,199,917 10.8%
Sandra Denise Deshotels 1,199,917 10.8%
Sheila Kay Hemphill 1,558,334 14.03%
Phil White 509,056 4.58%
All directors and officers as a group (3 persons)(2) 8,321,505 74.9%
</TABLE>
(1) The address for each of the listed individuals is 201 East Main Street,
Brady, Texas 78625, except for Mr. and Mrs. Deshotels whose address is 8200
Cameron Road, Suite 170, Austin, Texas 78729.
(2) Includes 1,199,917 shares held by Sandra D. Deshotels, the wife of Mr.
Deshotels.
CHANGE OF CONTROL.
On September 20, 1999, the Company entered into an Agreement and Plan of
Reorganization (the "Reorganization Agreement") with a privately-held entity
then known as Link.com, Inc., a Nevada corporation ("Link.com"), and the
stockholders of such entity. Link.com is now known as "Link.com Opps, Inc." The
Reorganization Agreement provided for the issuance of 46,750,040 shares of
Common Stock of the Company (on a pre-reverse stock split basis) in exchange for
all of the outstanding shares of Link.com. In addition, as a condition of the
closing of the Reorganization Agreement, Marion Robert Rice, president of the
Company, was nominated by the board of directors of the Company to become a
director of the Company.
The closing of the Reorganization Agreement was held on September 23, 1999.
Stockholder consent or authorization was not solicited or obtained in connection
with the transaction. At the closing, the Company issued and delivered the
shares of Common Stock of the Company to the stockholders of Link.com, and
management of Link.com delivered a stock certificate to the Company representing
all of the issued and outstanding shares of Link.com. In addition, Howard M.
Oveson resigned as an officer and director for the Company, and Mr. Rice was
appointed as a director and the president and CEO of the Company. Also, the
principal executive office was changed to 201 East Main, Brady, Texas 78625.
As a result of the closing of the Reorganization Agreement, the Company
issued the shares of Common Stock to the stockholders of Link.com in the
percentages and in the numbers set forth in the table above (calculated on a
post-reverse stock split basis). See "Security Ownership of Certain Beneficial
Owners and Management" above.
AMENDMENTS TO ARTICLES OF INCORPORATION
GENERALLY.
The Board of Directors of the Company proposes (i) to amend Article I of
the Company's Articles of Incorporation to change the name of the Company to
"eClickMD, Inc." and (ii) to
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amend Article IV of the Company's Articles of Incorporation to (a) increase the
number of authorized shares of capital stock to 65,000,000 shares of Common
Stock and (b) designate a "blank check" class of preferred stock authorizing up
to 15,000,000 shares of preferred stock.
REASONS FOR THE PROPOSED NAME CHANGE.
The Board of Directors proposes to amend the Company's Articles of
Incorporation to change its name from "Link.com, Inc." to "eClickMD, Inc." The
Company's management believes that the new name for the Company better describes
its focus on the healthcare industry and the Company's software solutions. As
previously disclosed by the Company in its Form 10-KSB, the Company's business
is connecting physicians, home health agencies and nursing homes via electronic
medical records ("EMR") products and services. The Company has developed a
systems solution that transforms the EMR into an interactive document. This
paperless communication between the provider and physician is achieved through
electronic order and signature software, which can be layered onto Internet
communications, enterprise systems, databases, and other technology. The
Company's management believes that the name "eClickMD, Inc." will help in
marketing and name recognition as it develops its business.
REASONS FOR THE PROPOSED INCREASE IN AUTHORIZED CAPITAL STOCK.
The Company is currently authorized to issue 50,000,000 shares of Common
Stock, $.001 par value per share, of which 11,111,111 shares were issued and
outstanding at the close of business on the Record Date. The Company has a
present agreement to issue an additional 145,000 shares of Common Stock in
connection with the consummation of a transaction whereby the Company is
acquiring certain assets. In addition, the Company will require additional
capital to complete its business plan. In order to complete the plan, the
Company may require the issuance of additional shares of its Common Stock. The
Board of Directors believes that increasing the authorized capital stock to
65,000,000 shares would make available those shares for capital raising and
acquisitions as well as incentive options. Such stock issuances could be for
cash, securities or other property, allowing the Company to take advantage of
favorable market conditions, attract or retain personnel or business
opportunities including acquisitions.
There can be no assurances, nor can the Board of Directors of the Company
predict, what effect, if any, the proposed increase in authorized capital stock
will have on the market price of the Company's Common Stock. This amendment is
being sought solely to enhance the Company's corporate finance flexibility.
REASONS FOR THE PROPOSED ESTABLISHMENT OF "BLANK CHECK" PREFERRED STOCK.
The Board of Directors proposes to amend the Company's Articles of
Incorporation to establish what is commonly referred to as "Blank Check"
preferred stock, with a limitation of 15,000,000 authorized shares. Currently,
there are no authorized or issued shares of preferred stock. The Company has no
present agreement to issue any shares of preferred stock. The proposed amendment
will state that series or classes of the preferred stock may be created and
issued from time to time, with such designations, preferences, conversion
rights, cumulative, relative, participating, optional or other rights, including
voting rights, qualifications, limitations
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or restrictions as shall be stated and expressed in the resolution or
resolutions providing for the creation of such shares. The Amendment will grant
the Board of Directors the power to authorize the issuance of one or more series
of preferred stock, and to fix by resolution or resolutions providing for the
issue of each such series the voting powers, designations, preferences, and
relative, participating, optional, redemption, conversion, exchange or other
special rights, qualifications, limitations or restrictions of such series, and
the number of shares in each series, to the full extent now or hereafter
permitted by law. The Board of Directors will be able to specify the precise
characteristics of each series of the preferred stock to be issued, depending on
the current market conditions and the nature of specific transactions.
This Amendment is being sought because the Board of Directors believes it
is advisable and in the best interest of the Company to have available preferred
stock to provide the Company with greater flexibility in financing the continued
operations of the Company and undertaking acquisitions. The Company's original
Articles of Incorporation did not have a "Blank Check" preferred stock
provision. The Board of Directors believes that authorizing the Company to issue
"Blank Check" preferred stock will provide the Company with a capital structure
better suited to meet the Company's short and long-term capital needs. Having
the authority to create an equity instrument with provisions to be determined at
the time of issuance provides for the greatest possible flexibility in financing
the future operations of the Company. For example, "Blank Check" preferred stock
permits the Company to negotiate the precise terms of an equity investment by
simply creating a new series of preferred stock without incurring the cost and
delay of obtaining stockholder approval. This allows the Company to more
effectively negotiate with and satisfy the precise financial criteria of any
investor in a timely manner.
At this time, in order to raise capital, the Company must issue additional
shares of Common Stock or accept loans. Accordingly, any investor seeking rights
or preferences different than those of the Company's Common Stock has no other
choice other than to purchase a debt instrument. Although the Board of Directors
believes that having the ability to offer preferred stock as an alternative to
Common Stock or a loan will greatly enhance the flexibility of the Company,
there can be no assurance that the Company will be able to raise such financing
on terms acceptable to the Company, if at all. Management of the Company is not
aware of any prospective efforts of any persons to accumulate preferred stock or
to obtain control of the Company.
The Company anticipates that it will need additional authorized shares,
including "Blank Check" Preferred Stock, in order to effect its new business
strategy. In particular, the Board of Directors may determine to issue shares of
the Company's stock (i) to raise additional capital, through public or private
offerings, as needed to implement the Company's business plan, (ii) to
compensate directors, officers, employees, and consultants, (iii) to effect
stock splits or stock dividends, and/or (iv) as consideration for the Company's
acquisition of interests in other Internet businesses consistent with its new
business strategy. The increase in the authorized number of shares of capital
stock will provide the Company greater flexibility and enable it to take
advantage of favorable opportunities in which the issuance of Common Stock might
be appropriate without the expense and delay of a special stockholders meeting.
The increase in the authorized capital stock may facilitate certain
anti-takeover devices that may be advantageous to management if management
attempts to prevent or delay a change
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of control. Employing such devices may adversely impact stockholders who desire
a change in management or who desire to participate in a tender offer or other
sale transaction involving the Company. By use of anti-takeover devices, the
Board may thwart a merger or tender offer even though stockholders might be
offered a substantial premium over the then current market price of the Common
Stock. At the present time, the Company is not aware of any contemplated
mergers, tender offers or other plans by a third party to attempt to effect a
change in control of the Company. While the Amendment may have anti-takeover
ramifications, the Board of Directors believes that financial flexibility
offered by the Amendment outweighs any disadvantages.
NO DISSENTER'S RIGHTS.
Under Nevada law, stockholders are not entitled to dissenter's rights of
appraisal with respect to the Company's proposed amendments to the Company's
Articles of Incorporation to effect the name change and to restructure the
capitalization of the Company.
The complete text of the proposed amendment to Articles of Incorporation is
set forth as Exhibit A to this Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ M. Robert Rice
----------------------------------
M. Robert Rice, Chief Executive
Officer and Chairman of the
Board
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EXHIBIT "A"
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
LINK.COM, INC.
A NEVADA CORPORATION
It is hereby certified that:
1. The name of the corporation (the "CORPORATION") is Link.com, Inc.
2. The Articles of Incorporation of the Corporation are hereby amended as
follows:
A. Article I is amended to read in its entirety as follows:
"Article I
Name
The name of the corporation is eClickMD, Inc."
B. Article IV is amended to read in its entirety as follows:
"Article IV
Capitalization
The total number of shares of stock which the Corporation shall have
authority to issue is Sixty-five Million (65,000,000) shares of capital
stock, classified as (i) Fifteen Million (15,000,000) shares of preferred
stock, par value $0.001 per share ("PREFERRED STOCK"), and (ii) Fifty
Million (50,000,000) shares of common stock, par value $0.001 per share
("COMMON STOCK"). The shareholders shall have no preemptive rights to
acquire any shares of this corporation. There shall be no cumulative voting
by shareholders.
The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and Common Stock are
as follows:
1. Provisions Relating to the Preferred Stock.
(a) The Preferred Stock may be issued from time to time in one
or more classes or series, the shares of each class or series to have such
designations and powers, preferences, and rights, and qualifications,
limitations, and restrictions thereof, as are stated and expressed herein
and in the resolution or resolutions providing for the issue of such class
or series adopted by the board of directors of the Corporation as hereafter
prescribed.
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(b) Authority is hereby expressly granted to and vested in the
board of directors of the Corporation to authorize the issuance of the
Preferred Stock from time to time in one or more classes or series, and
with respect to each class or series of the Preferred Stock, to fix and
state by the resolution or resolutions from time to time adopted providing
for the issuance thereof the following:
(i) whether or not the class or series is to have voting
rights, full, special, or limited, or is to be without voting rights, and
whether or not such class or series is to be entitled to vote as a separate
class either alone or together with the holders of one or more other
classes or series of stock;
(ii) number of shares to constitute the class or series and
the designations thereof;
(iii) the preferences, and relative, participating,
optional, or other special rights, if any, and the qualifications,
limitations, or restrictions thereof, if any, with respect to any class or
series;
(iv) whether or not the shares of any class or series shall
be redeemable at the option of the Corporation or the holders thereof or
upon the happening of any specified event, and, if redeemable, the
redemption price or prices (which may be payable in the form of cash,
notes, securities, or other property), and the time or times at which, and
the terms and conditions upon which, such shares shall be redeemable and
the manner of redemption;
(v) whether or not the shares of a class or series shall be
subject to the operation of retirement or sinking funds to be applied to
the purchase or redemption of such shares for retirement, and, if such
retirement or sinking fund or funds are to be established, the annual
amount thereof, and the terms and provisions relative to the operation
thereof;
(vi) the dividend rate, whether dividends are payable in
cash, stock of the Corporation, or other property, the conditions upon
which and the times when such dividends are payable, the preference to or
the relation to the payment of dividends payable on any other class or
classes or series of stock, whether or not such dividends shall be
cumulative or noncumulative, and if cumulative, the date or dates from
which such dividends shall accumulate;
(vii) the preferences, if any, and the amounts thereof which
the holders of any class or series thereof shall be entitled to receive
upon the voluntary or involuntary dissolution of, or upon any distribution
of the assets of, the Corporation;
(viii) whether or not the shares of any class or series, at
the option of the Corporation or the holder thereof or upon the happening
of any specified event, shall be convertible into or exchangeable for, the
shares of any other class or classes or of any other series of the same or
any other class or classes of stock, securities, or other property of the
Corporation and the conversion price or prices or
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ratio or ratios or the rate or rates at which such exchange may be made,
with such adjustments, if any, as shall be stated and expressed or provided
for in such resolution or resolutions; and
(ix) such other special rights and protective provisions
with respect to any class or series as may to the board of directors of the
Corporation seem advisable.
(c) The shares of each class or series of the Preferred Stock
may vary from the shares of any other class or series thereof in any or all
of the foregoing respects. The board of directors of the Corporation may
increase the number of shares of the Preferred Stock designated for any
existing class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not designated for
any other class or series. The board of directors of the Corporation may
decrease the number of shares of the Preferred Stock designated for any
existing class or series by a resolution subtracting from such class or
series authorized and unissued shares of the Preferred Stock designated for
such existing class or series, and the shares so subtracted shall become
authorized, unissued, and undesignated shares of the Preferred Stock.
2. Provisions Relating to the Common Stock.
(a) Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect. The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote
of the stockholders of the Corporation and shall be entitled to one vote
for each share of Common Stock held.
(b) Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the
holders of shares of the Common Stock shall be entitled to receive such
dividends (payable in cash, stock, or otherwise) as may be declared thereon
by the board of directors at any time and from time to time out of any
funds of the Corporation legally available therefor.
(c) In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, after distribution in full
of the preferential amounts, if any, to be distributed to the holders of
shares of the Preferred Stock or any series thereof, the holders of shares
of the Common Stock shall be entitled to receive all of the remaining
assets of the Corporation available for distribution to its stockholders,
ratably in proportion to the number of shares of the Common Stock held by
them. A liquidation, dissolution, or winding-up of the Corporation, as such
terms are used in this Paragraph (c), shall not be deemed to be occasioned
by or to include any consolidation or merger of the Corporation with or
into any other corporation or corporations or other entity or a sale,
lease, exchange, or conveyance of all or a part of the assets of the
Corporation.
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3. General.
(a) Subject to the foregoing provisions of these Articles of
Incorporation, the Corporation may issue shares of its Preferred Stock and
Common Stock from time to time for such consideration (not less than the
par value thereof) as may be fixed by the board of directors of the
Corporation, which is expressly authorized to fix the same in its absolute
and uncontrolled discretion subject to the foregoing conditions. Shares so
issued for which the consideration shall have been paid or delivered to the
Corporation shall be deemed fully paid stock and shall not be liable to any
further call or assessment thereon, and the holders of such shares shall
not be liable for any further payments in respect of such shares.
(b) The Corporation shall have authority to create and issue
rights and options entitling their holders to purchase shares of the
Corporation's capital stock of any class or series or other securities of
the Corporation, and such rights and options shall be evidenced by
instrument(s) approved by the board of directors of the Corporation. The
board of directors of the Corporation shall be empowered to set the
exercise price, duration, times for exercise, and other terms of such
options or rights; provided, however, that the consideration to be received
for any shares of capital stock subject thereto shall not be less than the
par value thereof."
3. The number of shares of the Corporation outstanding at the time such
amendments were presented to the shareholders for a vote was 11,111,111,
all of which shares were entitled to vote on the adoption of such
amendments. There were no shares of any class or series entitled to vote on
the amendment as a class. Shareholders owning 7,989,061 shares, or
approximately 72% of the 11,111,111 issued and outstanding shares,
consented in writing to each of the foregoing amendments.
EXECUTED this _______ day of June, 2000
------------------------------------
M. Robert Rice, Chief Executive
Officer and Chairman of the Board
------------------------------------
Andy Wade McBee, Assistant Secretary
