SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 ss.240.14a-11(c) or ss.240.14a-12
IMN FINANCIAL CORP.
- --------------------------------------------------------------------------------
(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)(4) 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):
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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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3) Filing Party:
4) Date Filed:
<PAGE>
IMN FINANCIAL CORP
520 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
-----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 18, 1998
TO THE STOCKHOLDERS OF IMN FINANCIAL CORP.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of IMN Financial
Corp. (the "Company") will be held at the Marriott Hotel, 3635 Express Drive
North, Hauppauge, New York 11788, September 18, 1998, at 2:00 P.M., local time
for the following purposes:
1. To elect the Board of Directors of IMN Financial Corp. for the
ensuing year;
2. To approve the adoption of the Company's 1997 Share Unit Plan;
3. To ratify the appointment of Werblin, Casuccio & Moses, P.C. as
the Company's independent certified public accountants for the
ensuing year; and
4. To transact such other business as may properly come before the
meeting and any continuations and adjournments thereof.
Stockholders of record at the close of business on September 1, 1998 are
entitled to notice of and to vote at the meeting.
In order to ensure a quorum, it is important that Stockholders representing a
majority of the total number of shares issued and outstanding and entitled to
vote, be present in person or represented by their proxies. Therefore, whether
you expect to attend the meeting in person or not, please sign, fill out, date
and return the enclosed proxy in the self-addressed, postage-paid envelope also
enclosed. If you attend the meeting and prefer to vote in person, you can revoke
your proxy.
In addition, please note that abstentions and broker non-votes are each included
in the determination of the number of shares present and voting, for purposes of
determining the presence or absence of a quorum for the transaction of business.
Neither abstentions nor broker non-votes are counted as voted either for or
against a proposal.
September 1, 1998
By Order of the Board of Directors
/s/ Edward R. Capuano
Edward R. Capuano
Chairman of the Board of Directors
<PAGE>
IMN FINANCIAL CORP.
520 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
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PROXY STATEMENT
---------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 2:00 P.M., SEPTEMBER 18, 1998
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of IMN Financial Corp. (the "Company")
for use at the Annual Meeting of Stockholders of the Company to be held at the
Marriott Hotel, 3635 Express Drive North, Hauppauge, New York 11788, at 2:00
P.M. local time on September 18, 1998, and at any continuation and adjournment
thereof. Anyone giving a proxy may revoke it at any time before it is exercised
by giving the Chairman of the Board of Directors of the Company written notice
of the revocation, by submitting a proxy bearing a later date or by attending
the meeting and voting. This statement, the accompanying Notice of Meeting and
form of proxy have been first sent to the Stockholders on or about September 4,
1998.
In addition, please note that abstentions and broker non-votes
are each included in the determination of the number of shares present and
voting, for purposes of determining the presence or absence of a quorum for the
transaction of business. Neither abstentions nor broker non- votes are counted
as voted either for or against a proposal.
All properly executed, unrevoked proxies on the enclosed form,
which are received in time will be voted in accordance with the shareholder's
directions, and unless contrary directions are given, will be voted for the
election of directors of the nominees described below.
OWNERSHIP OF SECURITIES
Only Stockholders of record at the close of business on
September 1, 1998, the date fixed by the Board of Directors in accordance with
the Company's By-Laws, are entitled to vote at the meeting. As of August 26,
1998, there were issued and outstanding 24,864,826 shares of Common Stock.
Each outstanding share is entitled to one vote on all matters
properly coming before the meeting. A majority of the shares of the outstanding
Common Stock is necessary to constitute a quorum for the meeting.
The following table sets forth certain information as of
August 26, 1998 with respect to each beneficial owner of five percent (5%) or
more of the outstanding shares of Common Stock of the Company, each officer and
director of the Company and all officers and directors as a group. The table
does not include options that have not yet vested or are not exercisable within
60 days of the date hereof. Unless otherwise indicated, the address of each such
person or entity is 520 Broadhollow Road, Melville, New York 11747.
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) COMMON
- ------------------- --------------------- STOCK
-----
<S> <C> <C>
Edward R. Capuano 17,563,057 70.6%
Cindy L. Eisele 2,164 *
James Richmond 1,163 *
James Britton -0- -0-
Patrick A. Reilly -0- -0-
Jerry Dugan -0- -0-
Robert L. Knickman 5,000 *
All officers and Directors 17,571,384 70.7%
as a group (7 Persons)
<FN>
* LESS THAN ONE PERCENT
- ----------
(1) Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of Common Stock that an individual or group has a
right to acquire within 60 days pursuant to the exercise of options or
warrants are deemed to be outstanding for the purposes of computing the
percentage ownership of such individual or group, but are not deemed to
be outstanding for the purposes of computing the percentage ownership
of any other person shown in the table.
</FN>
</TABLE>
THIS PROXY STATEMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING THOSE SET FORTH BELOW AND ELSEWHERE IN THIS PROXY STATEMENT.
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PROPOSAL 1
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the authorized number of
directors shall be as set by the Board of Directors, which has been set as
three. The Directors hold office until the next annual meeting of Stockholders
and until their successors have been elected and qualified.
Three Directors, constituting the entire Board of Directors of the
Company, are to be elected at the meeting to serve until the next Annual Meeting
of Stockholders and until their successors have been elected and qualified.
Unless such authority is withheld, proxies will be voted for election of the
three persons named below, each of whom are now serving as Directors, and each
of whom has been designated as a nominee.
STOCKHOLDER VOTE REQUIRED
The election of the directors will require the affirmative vote of the
majority of the shares present in person or represented by proxy at the Annual
Meeting of Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION TO THE BOARD
OF DIRECTORS OF THE COMPANY OF EACH OF THE NOMINEES.
NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS
The members of the Board of Directors of the Company and their ages and
positions with the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Edward R. Capuano 52 Chairman of the Board, Chief Executive
Officer and Director
Jerry Dugan 62 Director
Robert L. Knickman 50 Director
</TABLE>
Directors are elected to serve until the next meeting of stockholders
and until their successors are duly elected and qualified. Meetings of
stockholders of the Company will be held on an annual basis. However, if at any
time an annual meeting is not held for the election of Directors, the then
current Directors will continue to serve until their successors are elected and
qualified. Vacancies and newly created directorships resulting from any increase
in the number of directors may be filled by a majority vote of Directors then in
office. Officers are appointed by, and serve at the discretion of, the Board of
Directors.
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<PAGE>
The following is a brief summary of the background of each Director of
the Company:
EDWARD R. CAPUANO is the Chief Executive Officer, President and
Chairman of the Company. From 1995 to present, Mr. Capuano has served as the
President of Island Mortgage. Form 1993 to 1995, Mr. Capuano served as the
Northeastern Regional Director of the United Capital Mortgage Corp. Mr. Capuano
earned a B.A. in Business Administration form Manhattan College in 1967.
JERRY DUGAN was elected to the Company's Board of Directors in July
1998. From 1986 to 1998, Mr. Dugan has served as President and Chief Executive
Officer of Advance Lamp Technologies Inc. Mr. Dugan received a B.B.A. from the
University of Houston in 1963.
ROBERT L. KNICKMAN was elected to the Company's Board of Directors in
May 1998. From 1980 to the present, Mr. Knickman has served as the President of
Knickman Associates, Inc., a company which owns, develops and manages commercial
real estate. From 1994 to the present, he has been a partner of Lark Property
Management, Inc., a company which manages bank owned properties and real estate
in foreclosure and receivership. From 1996 to the present, Mr. Knickman has
served as the President of Know Lead, Inc., a lead and asbestos inspection and
consulting firm. From 1997 to the present, he has served as the Chief Operating
Officer of Network Title Agency Corp., a full-service title agency. Mr. Knickman
is a New York State licensed real estate broker and a registered mortgage broker
licensed by the New York State Banking Department.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1997, Mr. Capuano was the sole director of the Company. During
1997, there were two special meetings of the Company's Board of Directors held
on May 6, 1997 and December 17, 1997. Mr. Capuano acted by written consent on
twenty-two occasions during 1997, pursuant to Section 141 of the General
Corporation Law of Delaware during 1997.
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SUMMARY COMPENSATION TABLE
The following table sets forth all cash compensation for
services rendered in all capacities to the Company, for the year ended December
31, 1997 (referred to as "1997" in this table), the year ended December 31, 1996
(referred to as "1996" in this table) and the year ended December 31, 1995
(referred to as "1995" in this table) paid to the Company's Chief Executive
Officer. There were no other executive officers or other persons whose
compensation at the end of the above 1997, 1996 and 1995 years whose total
compensation exceeded $100,000 per annum.
<TABLE>
<CAPTION>
RESTRICTED ALL OTHER
NAME AND PRINCIPAL STOCK COMPEN-
POSITION YEAR SALARY BONUS AWARDS OPTIONS/SARS SATION
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Edward R. Capuano 1997 $170,170 -0- -0- -0- -0-
Chairman, Chief 1996 $ 25,000 -0- -0- -0- -0-
Executive Officer 1995 $ 48,000 -0- -0- -0- -0-
</TABLE>
Stock Option Plans
1997 Non-Statutory Stock Option Plan
The Company established a non-qualified stock option plan providing for
the issuance of up to 4,000,000 shares of Common Stock to its directors,
officers, key employees and consultants (the "1997 Plan"). To date, the Company
has granted directors, officers and key employees an aggregate of 2,200,000
non-qualified stock options, which have been exercised to date, and 75,000
non-qualified stock options to consultants of the Company, at an exercise price
of $6.50 per share. Future grants could have an adverse affect on the market
price of the Company's securities.
EMPLOYEE PENSION PLAN
The Company does not currently have an employee pension plan. The Company does
maintain a 401(k) plan which it does not contribute to.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Managerial and Financial Control
On May 5, 1997, the Company acquired all the capital stock of Donald
Henig, Inc., ("DHI") from IMN Equities for 20,421,700 shares of common stock.
This acquisition enables IMN Equities to have majority managerial and financial
control in the decision making process of the Company.
Issuance of Stock
On September 30, 1996, the Company issued 326,000 shares of common
stock in consideration for the payment on its behalf of $16,900 in expenses by
its president.
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<PAGE>
Sale of C.S. Amsterdam Realty, Inc.
DHI sold Amsterdam Realty, Inc., now C.S. Amsterdam Consulting Corp.,
one of its subsidiaries to the related party. The related party is a minority
shareholder (less than 5% non-voting) of the parent Company.
The collateral underlying a Company asset is encumbered by a security
interest for a liability of a related party. The related party is a minority
shareholder (less than 5% non-voting) of the parent Company.
DHI was involved in advances to and from the following related
entities. In addition, many of these companies were charged for their share of
administrative costs, which totaled $218,032.
1) C.S. Amsterdam Reality, Inc. - Owned by a minority shareholder
(less than 5% non- voting) of the parent company.
2) The Best Mortgage Services of America, Inc. - Was a subsidiary
of DHI until December 24, 1996.
3) UCC Consulting Corp. - Owned by a majority shareholder of the
parent and an employee of DHI.
4) First Equities Corp. - Formerly parent of DHI.
5) Edward Capuano - Majority shareholder of DHI.
6) Wireless Mexicano, Inc. - Owned by a minority shareholder (less
than 5% non- voting) of DHI.
7) Network Title Agency Corporation - 75% owned by a minority
shareholder (less than 5% non-voting) of DHI.
8) The Skulsky Trust - The trustee is an employee of DHI and the
trust's beneficiary is a minority shareholder (less than 5%
non-voting) of DHI.
DHI and these related parties agreed to an assignment of their
intercompany balances. As of March 31, 1997, DHI owed $1,562,993 to the Skulsky
Trust.
SECTION 16(A) REPORTING
Under the securities laws of the United States, the Company's
directors, its executive (and certain other) officers, and any persons holding
ten percent or more of the Company's Common Stock must report on their ownership
of the Company's Common Stock and any changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established. During the year ended December 31, 1997, the Company believes
all reports required to be filed by Section 16(a) were filed on a timely basis.
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<PAGE>
PROPOSAL NO. 2
ADOPTION OF THE COMPANY'S
1997 SHARE UNIT PLAN
The Company's 1997 Share Unit Plan (the "1997 Share Unit
Plan") was adopted by the Board of Directors in December 1997. The purpose of
the 1997 Share Unit Plan is to grant corporate officers, employees and others
who provide significant services to the Company and its subsidiaries a favorable
opportunity to acquire Common Stock so that they have an incentive to contribute
to its success and remain in its employ. Under the 1997 Share Unit Plan, the
Company is authorized to issue options for a total of 5,000,000 shares of Common
Stock.
DESCRIPTION OF 1997 SHARE UNIT PLAN
All corporate officers, employees and other persons who
perform significant services for or on behalf of the Company and/or its
subsidiaries are eligible to participate in the 1997 Share Unit Plan. The
Company currently has approximately 590 full-time employees.
The following is a full description of the 1997 Share Unit
Plan.
SHARE UNIT PLAN
---------------
This Share Unit Plan authorizes the issuance of up to 5,000,000 Share Units.
l. PURPOSE. The purpose of this Plan is to afford an incentive to corporate
officers and employees of IMN Financial Corp. (the "Company") and its
subsidiaries, and to enable the Company and its subsidiaries to retain and
attract personnel of the highest caliber who by their position, ability, and
diligence will make important contributions to the Company's success.
2. DEFINITIONS. (a) "Common Stock" means the Common Stock of the Company.
(b) "Share Unit" means, subject to the provisions of paragraph 12 hereof , the
equivalent of one share of Common Stock.
(c) "Exchange" means the Electronic Bulletin Board, or such exchange on which
the Common Stock of the Company may from time to time be listed.
(d) "Initial Value" means, unless the Committee shall determine otherwise, the
mean between the high and low sales prices of a share of Common stock on the
Exchange on the date an award of Share Units is made, or, if no such sales were
made on that date, the mean between such sales prices on the next preceding date
on which such sales were made.
(e) "Valuation Date" with respect to an account established hereunder means,
subject to the provisions of Paragraph 9 hereof, the fifth anniversary of the
date on which the award of Share Units included in such account was made.
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(f) "Maturity Value" means the average of the means between the high and low
sales prices of a share of Common Stock on the Exchange on the twenty (20)
consecutive trading days ending on the Valuation Date.
(g) "Dividend Unit" means the equivalent of that number of shares of Common
Stock obtained by dividing the fair value of any dividend or other distribution
paid or made by the company with respect to a share of its Common Stock
(including a distribution in Common Stock) by the average of the means between
the high and low sales prices of a share of Common Stock on the Exchange for the
five consecutive trading days commencing with the date on which the Common Stock
first trades on the Exchange "ex" such dividend or distribution. In the case of
a cash dividend, the "fair value" thereof shall be the cash equivalent thereof,
and, in the case of any other dividend or distribution, the "fair value" thereof
shall be such amount as shall be determined in good faith by the Committee.
(h) "Units" means Share Units and Dividend Units, collectively.
(i) "Unmatured Units" means Units credited to the account of a grantee which
have not heretofore been valued in accordance with Paragraph 6 or 9 hereof.
3. ADMINISTRATION OF PLAN. This Plan shall be administered by the Compensation
Committee of the Board of Directors, or by such other Committee composed of
member of the Board of Directors as may be designated by the Board. Such
Committee, (" the Committee") is authorized to interpret the terms and
provisions of the Plan and to adopt such rules and regulations for the
administration of the Plan as it may deem advisable. Members of the Committee
are not eligible to participate in the Plan.
4. ELIGIBILITY. Share Units will be granted only to persons who at the time of
the grant are full time employees of the Company or a subsidiary (including
officers, but excluding directors who are not regular employees). No member of
the Committee, while serving as such, shall be eligible to receive Share Units
under this Plan. While all such employees are eligible to receive share units,
it is contemplated that only those employees who perform services of special
importance to the Company in the management, operation, and development of the
business will be selected to receive more Share Units than would be awarded
under the following formula:
One (1) Share Unit per one thousand dollars ($1000) of employee
compensation at January 1 of each year.
Subject to the terms, provisions, and conditions of this Plan, the Committee is
hereby authorized to (a) select the employees to be granted additional Share
Units (it being understood that more than one award may be granted to the same
person), (b) determine the number of Share Units covered by each grant, (c)
determine the time or times when additional Share Units will be granted, (d)
determine the time or times when, and the conditions under which, amounts may
become payable with respect to Share Units within the limits stated in this
Plan, and (e) prescribe the form, which shall be consistent with this Plan, of
the instruments evidencing any Share units granted under this Plan.
5. SHARE UNIT ACCOUNTS. The Company shall record in an account with respect to
each grantee the number of Share Units awarded to such grantee and the Initial
Value thereof. A separate account shall be maintained with respect to each award
of Share Units to each grantee. Whenever the Company shall pay any dividend upon
issued and outstanding Common Stock, or shall make any distribution with respect
thereto, there shall be credited to the account or accounts of each grantee such
number of Dividend Units as shall be allocable to the Unmatured Units then
credited to such account or accounts.
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6. VALUATION OF UNITS. The amount to be paid to the grantee with respect to any
account established in his name under this Plan shall be determined on the
Valuation Date with respect to such account, shall be calculated only with
respect to vested Units included in such account, and shall consist of the sum
of (a) the excess, if any, of the Maturity Value over the Initial Value of all
Share Units included in such account and (b) the Maturity Value of all Dividend
Units included in such account, less any amount which the Company is required to
withhold with respect to such payment under the then applicable provisions of
the Internal Revenue Code or state or local income tax laws. Payment shall be
made wholly in cash, wholly in Common Stock, or partly in cash and partly in
Common Stock at the sole discretion of the Committee.
7. VESTING. One-third of the Share Units at the time credited to each grantee's
account or accounts (each account being considered separately for this purpose)
shall become vested on the first anniversary date of the award of Share Units to
which such account relates and an additional one-third shall vest on each such
anniversary date for the next succeeding two years. On each such vesting date,
the Dividend Units at the time credited to such account shall, to the extent not
previously vested, also become vested in accordance with the following schedule:
Vested Percentage
Date of Dividend Units
---- -----------------
First anniversary date..............................33 1/3%
Second anniversary date.............................66 2/3%
Third anniversary date..............................100%
Such vesting shall occur only if the grantee on the date of the vesting has
continuously been an employee of the Company or a subsidiary of the Company
since the date of the award. A leave of absence, unless otherwise determined by
the Committee, shall not constitute a cessation of employment. The committee,
subject to the approval of the Board of Directors, may cancel in whole or in
part such portion of any grant as has not yet become vested at the time of such
cancellation, if it determines that the grantee is not performing satisfactorily
the duties to which he was assigned. In the event of the death of a grantee
between anniversary dates, there shall be deemed vested in his account an
additional number of Share Units and Dividend Units determined by multiplying
the number of Share Units and Dividend Units then credited to his account by a
fraction, the numerator of which shall be the number of full months preceding
his death that shall have elapsed since the next preceding anniversary date and
the denominator of which shall be 36.
8. PAYMENT OF UNIT VALUE. Not later than December 15 of the calendar year
preceding the year in which a Valuation Date shall occur with respect to any
account of a grantee, such grantee shall have the right to notify the Committee
in writing of his election to receive payment in respect of all or any portion
of the vested Units in such account in the calendar year following the year in
which such Valuation Date shall occur, and, in the event of such election, the
date in such succeeding calendar year on which he desires to receive such
payment. In the event the grantee does not notify the Committee of such
election, payment in respect of all vested Units in such account shall be made
by the Company as soon as practicable, but in any event not more than 45 days,
after the Valuation Date relating thereto. In the event the grantee elects to
defer payment to the succeeding calendar year as hereinabove provided, the
Company shall not be required to segregate physically any shares or cash to
which it is determined on the Valuation Date the grantee shall be entitled, nor
to invest any funds or pay interest on any amount so determined. The Committee
may, in its discretion, require each grantee receiving Common Stock pursuant to
this Plan
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<PAGE>
to represent to the Company, at the time of such receipt, that he is acquiring
such stock for investment and not with a view to the distribution thereof.
9. DEATH OR TERMINATION OF EMPLOYMENT. In the event of death or termination of
employment (by retirement or otherwise) of the grantee prior to a Valuation
Date, the value of the vested Units in the grantee's account or accounts on the
date of the grantee's death or termination of employment shall be determined in
accordance with paragraph 6 hereof as if the Valuation Date with respect to all
such Units or groups thereof of then credited to his account or accounts had
occurred on such date and such value shall be paid, in the event of the
grantee's death, to the executors or administrators of the grantee, or, in the
event of termination for reasons other than death, to the grantee; such payment
to be made subject to any election which may have theretofore been made pursuant
to paragraph 8 hereof (but regardless of any such election in the case of the
grantee's death) as soon as practicable after such death or termination. In the
event of death or termination of employment after a Valuation Date, any amounts
remaining unpaid will be paid in the manner previously determined in accordance
with paragraph 8 hereof except that in the event of death of the grantee, the
Committee in its absolute discretion may direct that all future payments to
which such grantee would be entitled shall be delivered forthwith to the
grantee's executor or administrator.
10. RIGHT OF COMPANY TO TERMINATE EMPLOYMENT. Nothing contained in the Plan or
in any grant pursuant to the Plan shall interfere in any way with the right of
the Company or a subsidiary to terminate the employment of the grantee at any
time for any reason or for no reason.
11. NONTRANSFERABILITY. No amounts payable under this Plan shall be transferable
by the grantee otherwise than by will or by the laws of descent and
distribution.
12. CHANGES IN STOCK. In the event that (a) the number of outstanding shares of
Common Stock shall be changed by reason of split-ups, combinations of shares,
recapitalizations, stock dividends or otherwise, or (b) the Common Stock is
converted into or exchanged for other shares as a result of any merger or
consolidation (including a sale of assets) or other recapitalization, the number
of Units then credited to the account or accounts of any grantee and the Initial
Value of all Share Units included therein shall be appropriately adjusted so as
to reflect such change, provided that, in the event of any such change after a
Valuation Date with respect to an account and before payment with respect to the
Units included therein, such adjustment shall be made only with respect to the
number of shares of Common Stock issuable upon such payment.
13. AMENDMENTS TO PLAN. The Board of Directors may at any time terminate or from
time to time amend, modify, or suspend this Plan.
14. GOVERNING LAW. This plan shall be governed and construed in accordance with
the laws of the State of Delaware.
15. EFFECTIVE DATE. This Plan has been approved by a unanimous vote of the board
of directors and by the majority shareholder of the Company, effective as of
December 31, 1997.
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STOCKHOLDER VOTE REQUIRED
Approval of the Company's 1997 Share Unit Plan requires the
affirmative vote of the holders of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting of Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF
THE COMPANY'S 1997 SHARE UNIT PLAN.
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<PAGE>
PROPOSAL 3
RATIFICATION OF WERBLIN, CASUCCIO & MOSES P.C. AS THE
COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
The Board of Directors has unanimously approved and unanimously
recommends that the Stockholders approve the appointment of Werblin, Casuccio &
Moses P.C., as the Company's independent certified public accountants for the
ensuing year. Unless a stockholder signifies otherwise, the persons named in the
proxy will so vote.
STOCKHOLDER VOTE REQUIRED
Ratification of the appointment of Werblin, Casuccio & Moses P.C., as
independent certified public accountants will require the affirmative vote of
the majority of the shares present in person or represented by proxy at the
Annual Meeting of Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF WERBLIN, CASUCCIO & MOSES P.C. AS THE COMPANY'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
referred to in the Notice of Meeting which will be presented for consideration
at the meeting. However, it is possible that certain proposals may be raised at
the meeting by one or more Stockholders. In such case, or if any other matter
should properly come before the meeting, it is the intention of the person named
in the accompanying proxy to vote such proxy in accordance with his or her best
judgment.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by mail, personal interview, telephone, and telegram
by directors, officers and employees of the Company. The Company will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy material to beneficial owners of
the Company's capital stock.
STOCKHOLDER PROPOSALS
In order to be included in the proxy materials for the Company's next
Annual Meeting of Stockholders, stockholder proposals must be received by the
Company on or before April 1, 1999.
12
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ANNUAL AND QUARTERLY REPORTS TO THE SECURITIES AND EXCHANGE COMMISSION
The Annual Report on Form 10-KSB for the year ended December 31, 1997,
as filed with the Securities and Exchange Commission, will be made available to
Stockholders free of charge by writing to IMN Financial Corp., 520 Broadhollow
Road, Melville, New York 11747, Attention:
Corporate Secretary.
By Order of the Board of
Directors of IMN Financial Corp.
/s/ Edward R. Capuano
Edward R. Capuano
Chairman of the Board of Directors
September 1, 1998
13
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<PAGE>
GENERAL PROXY - ANNUAL MEETING OF STOCKHOLDERS OF IMN FINANCIAL CORP.
The undersigned hereby appoints Edward R. Capuano, with full
power of substitution, proxy to vote all of the shares of Common Stock of the
undersigned and with all of the powers the undersigned would possess if
personally present, at the Annual Meeting of Stockholders of IMN Financial
Corp., to be held at the Marriott Hotel, 3635 Express Drive North, Hauppauge,
New York 11788, on September 18, 1998 at 2:00 p.m. local time and at all
adjournments thereof, upon the matters specified below, all as more fully
described in the Proxy Statement dated September 1, 1998 and with the
discretionary powers upon all other matters which come before the meeting or any
adjournment thereof.
This Proxy is solicited on behalf of IMN Financial Corp.'s Board of Directors.
1. To elect directors to hold office for the ensuing year.
- Edward R. Capuano - Jerry Dugan - Robert L. Knickman
__ FOR ALL NOMINEES __ WITHHELD FOR ALL NOMINEES
INSTRUCTION: To withhold authority to vote for any individual, write
that nominee's name in the space provided below:
- --------------------------------------------------------------------------------
2. To adopt the Company's 1997 Share Unit Plan.
__ FOR __ AGAINST __ ABSTAIN
3. To ratify the appointment of Werblin, Casuccio & Moses, P.C., as the
Company independent certified public accountants.
__ FOR __ AGAINST __ ABSTAIN
4. In their discretion, upon such other matter or matters that may
properly come before the meeting, or any adjournments thereof.
- --------------------------------------------------------------------------------
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
Every properly signed proxy will be voted in accordance with the specifications
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS
1, 2, 3 and 4.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Meeting and Proxy Statement and hereby revokes any proxy or proxies
heretofore given.
Please mark, date, sign and mail your proxy promptly in the envelope provided.
Date: __________________________, 1998
_______________________________
(Print name of Stockholder)
_______________________________
(Print name of Stockholder)
_______________________________
Signature
_______________________________
Signature
Number of Shares__________________________
Note: Please sign exactly as name appears in
the Company's records. Joint owners
should each sign. When signing as
attorney, executor or trustee, please
give title as such.
