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:
[X] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted
by Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
CDX.COM INCORPORATED
(Name of Registrant as Specified In Its Charter)
(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:
(2) Aggregate number of securities to which transaction 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:
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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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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Notice of Special Meeting of Stockholders
January 5, 2001
You are cordially invited to attend a special meeting of the stockholders
of CDX.COM INCORPORATED (the "Company"), which will be held at the Ramada Inn,
5774 Clark Road, Sarasota, FL 34233 on Friday, January 5, 2001, at 11:00 a.m.,
local time to consider increasing the number of authorized shares of the
Company's common stock from 10,000,000 to 500,000,000.
Only stockholders of record at the close of business on December 1, 2000,
are entitled to notice of and to vote at the meeting or any adjournments
thereof.
Accompanying this notice of special meeting is a Proxy Statement and a
form of proxy. In the event that you are unable to attend the meeting, please
sign, date and return the proxy in the enclosed return envelope.
By Order of the Board of Directors
December 4, 2000 Matthew A. Veal, Secretary
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.
CDX.COM INCORPORATED
Proxy Statement for Special Meeting of Stockholders
January 5, 2001
This Proxy Statement is furnished to the stockholders of CDX.COM
INCORPORATED (the "Company") in connection with the solicitation of proxies by
the Company's Board of Directors for use at the special meeting of the
stockholders to be held at Ramada Inn, 5774 Clark Rd., Sarasota, FL 34233 on
Friday, January 5, 2001, at 11:00 a.m., and any adjournments thereof. The
matters to be considered and acted upon at the meeting are set forth in this
Proxy Statement and in the attached Notice of Special Meeting of Stockholders.
This Proxy Statement, the Notice of Special Meeting of Stockholders and the form
of Proxy will first be sent to Stockholders on or about December 4, 2000.
The record date for the determination of Stockholders entitled to notice
of and to vote at the meeting has been fixed by the Board of Directors as of the
close of business on December 1, 2000. Shares of common stock are the only
voting securities of the Company. Each share is entitled to one vote, and as of
June 30, 2000, 4,887,927 shares were outstanding and entitled to vote at the
meeting. Any Proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is exercised by means of a written
revocation or a duly executed Proxy bearing a later date filed with the
Secretary of the Company. Unless the Proxy is revoked or unless the persons
named in the Proxy are prevented from acting by circumstances beyond their
control, the Proxy will be voted at the special meeting as specified in the
Proxy. Where no choice is specified, the Proxy will be voted in favor of the
proposal described herein.
The complete mailing address of the Company is 355 Interstate Blvd.,
Sarasota, FL 34240.
EXPENSE AND MANNER OF SOLICITATION
The Company will bear the cost of this solicitation, including amounts
paid to banks, brokers and other record owners to reimburse them for their
expenses in forwarding solicitation material regarding the special meeting to
beneficial owners of the Company's common stock. The solicitation will be by
mail, with the material being forwarded to the stockholders of record and
certain other beneficial owners of the Company's common stock by the Company's
officers and other regular employees (at no additional compensation). Such
officers and employees may also solicit proxies from stockholders by personal
contact, by telephone, e-mail or by facsimile, if necessary in order to assure
sufficient representation at the meeting.
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CHANGE OF CONTROL OF THE COMPANY
On November 18, 2000, Tampa Bay Financial, Inc., a Florida corporation
("TBF"), entered into an agreement (the "Agreement") with the Company and
certain of its shareholders. The Agreement obliges TBF or persons affiliated
with TBF to acquire 3,523,733 shares, representing approximately seventy-two
percent (72.2%) of the Company's outstanding common stock, thereby acquiring
control of the Company. The selling stockholders in the transaction were Harold
I. Schein and Philip D. Schein.
Under the Agreement, TBF (or its designees) will pay aggregate
consideration of $262,500. The source of the consideration paid to the selling
stockholders was corporate or personal funds of TBF and its affiliates.
In connection with the transaction, Harold I. Schein, Michael Schein and
Philip D. Schein resigned from any and all positions with the Registrant,
including their positions as officers and directors. Two designees of TBF,
Howard Davidsmeyer and Matthew A. Veal, were appointed to the board. In
addition, Mr. Davidsmeyer was elected to serve as Chairman and Chief Executive
Officer, and Mr. Matthew A. Veal was elected to serve as Chief Financial Officer
and Secretary.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information about persons who are
known to management to own beneficially more than five percent of the Company's
outstanding voting stock as of the date of this proxy statement:
Title Name and Address Amount and Nature of Percent of
of Class of Beneficial Owner Beneficial Ownership Class
-------- --------------- ----------------- ----------
Common TBF and Affiliates 3,523,733 Direct 70.2%
Stock acting as a group
355 Interstate Blvd.
Sarasota, FL 34240
Common Mendel S. Kaliff 247,223 Direct 5.6%
Stock 70 N.E. Loop 410
No. 450
San Antonio, TX 78216
The following table sets forth the security ownership of all directors and
executive officers of the corporation as of the date of this Proxy Statement.
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Title Name of Amount and Nature of Percent of Position
of Class Beneficial Owner Beneficial Ownership Class
--------- ------------- ---------------- -------- ------
Common n/a n/a n/a n/a
Stock
As of the date of this Proxy Statement, no director or officer of the
Company owns any stock.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE COMPANY'S AUTHORIZED
COMMON STOCK
The Board Of Directors has unanimously approved, and recommends to the
stockholders, the approval of amending our certificate of incorporation to
authorize the issuance of up to 500,000,000 shares of common stock. Our
certificate of incorporation currently authorizes the issuance of up to
10,000,000 shares of common stock. If no action is taken to increase the
authorized common stock, based on the number of shares currently outstanding, we
would be able to issue 3,611,907 additional shares of common stock after
excluding shares reserved for the issuance of options and warrants to purchase
common stock. If the proposal to increase our authorized capital is approved by
stockholders, we will have 493,611,907 unissued and unreserved shares of common
stock available for issuance in the future.
The Board believes that the additional shares of common stock resulting
from the increase in authorized capital should be available for issuance from
time to time as may be required for various purposes, including the issuance of
common stock in connection with financing or acquisition transactions and the
issuance or reservation of common stock for employee stock options. We
anticipate that in the future we will consider a number of possible financing
and acquisition transactions that may involve the issuance of additional equity,
debt or convertible securities. If the proposed increase in authorized capital
is approved, the Board would be able to authorize the issuance of shares for
these purposes without the necessity, and related costs and delays, of either
calling a special stockholders' meeting or of waiting for the regularly
scheduled annual meeting of stockholders in order to increase the authorized
capital. If in a particular instance stockholder approval were required by law
or otherwise deemed advisable by the Board, then the matter would be referred to
the stockholders for their approval regardless of whether a sufficient number of
shares previously had been authorized.
The stockholders are not entitled to preemptive rights with respect to the
issuance of any authorized but unissued shares. The proposed change in capital
is not intended to have any anti-takeover effect and is not part of any series
of anti-takeover
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measures contained in any debt instruments, the certificate of incorporation or
bylaws in effect on the date of this proxy statement. Stockholders should note,
however, that the availability of additional authorized and unissued shares of
common stock could make any attempt to gain control of the Company or the Board
more difficult or time consuming and that the availability of additional
authorized and unissued shares might make it more difficult to remove current
management.
Although the Board currently has no intention of doing so, shares of
common stock could be issued by the Board to dilute the percentage of common
stock owned by a significant stockholder and increase the cost of, or the number
of, voting shares necessary to acquire control of the Board or to meet the
voting requirements imposed by Colorado law with respect to a merger or other
business combination involving the Company. We are not aware of any proposed
attempt to take over the Company or of any attempt to acquire a large block of
common stock. We have no present intention to use the increased authorized
common stock for anti-takeover purposes.
If the proposal to increase authorized common stock is approved by the
stockholders, we will file an amendment to the certificate of incorporation with
the Colorado Secretary of State in order to effect the increase in authorized
common stock.
The affirmative vote of a majority of the outstanding shares of common
stock, whether represented in person or by proxy, is required at the special
meeting in order to approve amendment of the certificate of incorporation to
increase the Company's authorized common stock. The Board Of Directors
unanimously recommends that the stockholders vote in favor of the proposal to
increase the authorized common stock.
By Order of the Board of Directors
/s/ ______________
Matthew A. Veal
Chief Financial Officer and Secretary
Sarasota, FL December 4, 2000
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IT IS IMPORTANT THAT THE ENCLOSED ORIGINAL PROXY BE RETURNED PROMPTLY.
THEREFORE, STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ORIGINAL PROXY CARD IN THE ENVELOPE PROVIDED.
CDX.COM INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Matthew A. Veal and Howard Davidsmeyer and either of
them, as proxies, to vote all shares of Common Stock of CDX.COM INCORPORATED.
(the "Company") held of record by the undersigned as of December 1, 2000, the
record date with respect to this solicitation, at the Special Meeting of
Stockholders of the Company to be held at Ramada Inn, 5774 Clark Rd., Sarasota,
FL 34233 on Friday, January 5, 2001, at 11:00 A.M. and all adjournments thereof,
upon the following matters:
CDX.COM INCORPORATED
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. Approval of amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock.
For Against Abstain
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
PROPOSAL (1).
Dated: _____________________, 200__
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Signature or signatures of stockholder
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Signature or signatures of stockholder
(Your signature should conform to your name as printed hereon. Co-owners should
all sign.)
