United States
Securities And Exchange Commission
Washington, D.C. 20549
Schedule 14C Information
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only [as permitted by
Rule 14c-5(d)(2)]
[x] Definitive Information Statement
AmeriNet Group.com, Inc.
(Name of Registrant As Specified In Its 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:
(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:
[ ] 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:
Information Statement Page 1
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Amerinet Group.com, Inc.
A publicly held Delaware corporation
Notice of Annual Meeting of Stockholders
to be Held December 22, 2000
Notice is hereby given that the annual meeting of stockholders of AmeriNet
Group.com, Inc., a Delaware corporation (the "Annual Meeting of Stockholders"
and "our company," respectively) will be held at the Ocala Hilton located at
3600 Southwest 36th Avenue; Ocala, Florida 34474 at 1:00 p.m., on Friday,
December 22, 2000, Eastern Standard Time, for the following purposes:
* To elect up to eleven directors to hold office until the next annual
meeting of our company's stockholders and until their respective
successors have been duly elected and qualified;
* To ratify the appointment of independent accountants;
* To approve compensation for officers, directors and employees of our
company and its subsidiaries pursuant to a plan providing for the
issuance of non-qualified stock options or incentive stock options; and
* To transact any other business that may properly come before the
Annual Meeting of Stockholders.
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a
Proxy
Admittance to the Annual Meeting of Stockholders will be limited to
stockholders eligible to vote or their authorized representatives, as determined
based on our company's stock transfer records at the close of business on
November 15, 2000. Beneficial owners holding shares through an intermediary such
as a bank or broker will be admitted upon proof of ownership. This Information
Statement is first being mailed to our company's stockholders on or about
November 22, 2000.
Stockholders requiring directions can obtain them by contacting our company
at its main telephone number.
By order of the board of directors
Dated: November 22, 2000
/s/ Vanessa H. Lindsey
Vanessa H. Lindsey
Secretary
Crystal Corporate Center
2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431
Telephone (561) 998-3435 Fax (561) 998-4635 E-mail [email protected]
Information Statement Page 2
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INFORMATION STATEMENT
This Information Statement is being mailed, beginning November 22, 2000, to
owners of shares of our company's common stock in connection with the 2000
Annual Meeting of Stockholders. The Date of this Information Statement is
November 22, 2000.
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a
Proxy
CONTENTS
Item Page
---- ----
Available Information 3
Caveat Pertaining to Forward Looking Statements 4
Contents 3
Date, Time and Place of Meeting 4
Voting Procedures 4
Description of Business 5
Description of Property 5
Legal Proceedings 5
Market for Common Equity and Related Stockholder Matters 5
Management's Discussion and Analysis or Plan of Operation 5
Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure 6
Audit Committee Report 6
Financial Statements 6
Board of Directors 6
Executive Compensation 6
Certain Relationships and Related Transactions 6
Compliance with Section 16(a) of the Exchange Act 7
Election of Directors 7
Ratification of Appointment of Independent Accountants 11
Plans of Compensation 11
Interest of Certain Persons In or Opposition to Matters to be Acted Upon 13
Submission of Stockholder Proposals and Director Nominations 13
Other Business 13
AVAILABLE INFORMATION
The public may read and copy any materials filed by our company with the
Commission at the Commission's Public Reference Room at 450 Fifth Street,
Northwest, Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains an Internet site that contains reports,
proxy and information statements, and other information regarding our company
and other issuers that file reports electronically with the Commission, at
http://www.sec.gov. Our company maintains a web site at
http://www.amerinetgroup.com. Any stockholder entitled to vote at the Annual
Meeting of Stockholders may obtain copies of our company's report on Form 10-KSB
for the fiscal year ended June 30, 2000 (without exhibits) at no cost by writing
to AmeriNet Group.com, Inc., Crystal Corporate Center; 2500 North Military
Trail, Suite 225-C; Boca Raton, Florida 33431, attention Charles J. Scimeca,
corporate information officer. Exhibits will be provided if specifically
required, subject to payment of the actual reasonable costs of copying, handling
and transportation.
AmeriNet Group.com, Inc.
Crystal Corporate Center
2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431
Telephone (561) 998-3435, Fax (561) 998-4635;E-mail [email protected]
Information Statement Page 3
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CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain of the statements contained
herein, which are not historical facts, are forward-looking statements with
respect to events, the occurrence of which involve risks and uncertainties.
These forward-looking statements may be impacted, either positively or
negatively, by various factors. Information concerning potential factors that
could affect the company is detailed from time to time in the company's reports
filed with the Commission. This report contains "forward looking statements"
relating to our company's current expectations and beliefs. These include
statements concerning operations, performance, financial condition and
anticipated growth. For this purpose, any statements contained in this
Information Statement that are not statements of historical fact are
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may", "will", "expect", "believe", "anticipate", "intend",
"could", "estimate", or "continue", or the negative or other variation thereof
or comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties
which are beyond our company's control. Should one or more of these risks or
uncertainties materialize or should our company's underlying assumptions prove
incorrect, actual outcomes and results could differ materially from those
indicated in the forward looking statements.
The information in this Report is qualified in its entirety by reference to
the entire Report; consequently, this Report must be read in its entirety.
Information may not be considered or quoted out of context or without
referencing other information contained in this Report necessary to make the
information considered, not misleading.
DATE, TIME AND PLACE OF MEETING
Our Annual Meeting of Stockholders will be held at the Ocala Hilton Hotel
located at 3600 southwest 36th Avenue; Ocala, Florida 34474 at 1:00 p.m., on
Friday, December 22, 2000, Eastern Standard Time. Our company's principal
executive offices are located at Crystal Corporate Center; 2500 North Military
Trail, Suite 225-C; Boca Raton, Florida 33431. Its main telephone number is
(561) 998-3435 and its main fax number is (561) 998-4635. Our company's e-mail
address is [email protected]. Stockholders requiring directions can
obtain them by contacting our company at its main telephone number.
VOTING PROCEDURES
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a
Proxy
Your shares can only be voted at the Annual Meeting of Stockholders if you
are present or represented by proxy. You may revoke any proxies granted at any
time before it is voted, by written notice to the Corporate Secretary, by
submission of a proxy bearing a later date, or by casting a ballot at the Annual
Meeting of Stockholders.
Who Can Vote?
Stockholders as of the close of business on November 15, 2000 are entitled
to vote. On that day, approximately 12,465,172 shares of common stock will be
outstanding and eligible to vote. Each share is entitled to one vote on each
matter presented at the Annual Meeting of Stockholders. A list of stockholders
eligible to vote will be available at our company's offices located at the
Crystal Corporate Center; 2500 Military Trail, Suite 225-C; Boca Raton, Florida
33431, beginning November 22, 2000. Stockholders may examine this list during
normal business hours for any purpose relating to the Annual Meeting of
Stockholders.
How Do I Vote?
By attending the Annual Meeting of Stockholders and voting in person, or
granting a properly executed proxy to a third party. If you hold your shares
through a broker, bank or other nominee, you will receive separate instructions
from the nominee describing how to vote your shares. We Are Not Asking You for a
Proxy and You are Requested Not To Send Us a Proxy.
Information Statement Page 4
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How Are Votes Counted?
The Annual Meeting of Stockholders will be held if a quorum, consisting of
a majority of the outstanding shares of common stock entitled to vote, is
represented. Broker non-votes, votes withheld and abstentions will be counted
for purposes of determining whether a quorum has been reached. "Broker
non-votes" occur when nominees, such as banks and brokers, holding shares on
behalf of beneficial owners, do not receive voting instructions from the
beneficial owners by ten days before the Annual Meeting of Stockholders. In this
event, the nominees may vote those shares only on matters deemed routine by the
NASD, such as the election of directors and ratification of the appointment of
independent accountants. On non-routine matters, nominees cannot vote and there
is a so-called "broker non-vote" on that matter. Because proposals must be
approved by a majority of the votes cast, broker non-votes and abstentions have
no effect on a proposal's outcome. Because directors are elected by a plurality
of the votes cast, votes withheld from some or all nominees for director could
have an effect on the outcome of the election.
Who Will Count The Vote?
Our company's secretary, Vanessa H. Lindsey, will tally and certify the
vote.
Is My Vote Confidential?
The decision as to voting procedure will be determined by the stockholders
at the Annual Meeting of Stockholders.
DESCRIPTION OF BUSINESS
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, the description of our business is incorporated by
reference from our Annual Report to Stockholders, a copy of which is enclosed
with this Information Statement.
DESCRIPTION OF PROPERTY
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, the description of our property is incorporated by
reference from our Annual Report to Stockholders, a copy of which is enclosed
with this Information Statement.
LEGAL PROCEEDINGS
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, the description of our legal proceedings is incorporated by
reference from our Annual Report to Stockholders, a copy of which is enclosed
with this Information Statement.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, our description of the market for our common equity and
related stockholder matters is incorporated by reference from our Annual Report
to Stockholders, a copy of which is enclosed with this Information Statement.
MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, our management discussion and analysis and plan of
operation is incorporated by reference from our Annual Report to Stockholders, a
copy of which is enclosed with this Information Statement.
Information Statement Page 5
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, our discussion of changes in and disagreements with
accountants on accounting and financial disclosure is incorporated by reference
from our Annual Report to Stockholders, a copy of which is enclosed with this
Information Statement.
AUDIT COMMITTEE REPORT
The members of our audit committee have jointly provided our board of
directors with a letter stating that they have reviewed the company's audited
financial statements with management, discussed with the independent auditors
the matters required to be discussed by SAS 61, as modified or supplemented,
have received the written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard Number One and
have discussed with the independent accountants the independent accountant's
independence.
Based upon this review and the discussions referred to above the audit
committee has recommended to our board of directors that the audited financial
statements be included in the our Annual Report to Stockholders and ratified its
inclusion in the Form 10-KSB for the year ended June 30, 2000 year filed with
the Commission.
FINANCIAL STATEMENTS
Our most current financial statements have been filed with the Commission
as part of our report on Form 10- QSB for the quarter ending September 30, 2000.
Our audited financial statements for our fiscal year end (June 30, 2000) and
most current unaudited financials (for the fiscal quarter ended September 30,
2000) are also included in our Annual Report to Stockholders which is enclosed
with this Information Statement.
EXECUTIVE OFFICERS AND DIRECTORS
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, the information pertaining to our executive officers and
directors is incorporated by reference from our Annual Report to Stockholders, a
copy of which is enclosed with this Information Statement.
EXECUTIVE COMPENSATION
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, the information pertaining to executive compensation is
incorporated by reference from our Annual Report to Stockholders, a copy of
which is enclosed with this Information Statement.
BOARD OF DIRECTORS
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, the information pertaining to our board of directors is
incorporated by reference from our Annual Report to Stockholders, a copy of
which is enclosed with this Information Statement.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, the information pertaining to our voting securities and
principal holders thereof is incorporated by reference from our Annual Report to
Stockholders, a copy of which is enclosed with this Information Statement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, the information pertaining to certain relationships and
related transactions is incorporated by reference from our Annual Report to
Stockholders, a copy of which is enclosed with this Information Statement.
Information Statement Page 6
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
As permitted by Rule 12b-23 promulgated by the Commission under authority
of the Exchange Act, the information pertaining to certain relationships and
related transactions is incorporated by reference from our Annual Report to
Stockholders, a copy of which is enclosed with this Information Statement.
ELECTION OF DIRECTORS
Under the terms of our company's bylaws, its board of directors
currently consists of ten members, one designated by the former stockholders of
Wriwebs.com, Inc., a Florida corporation, acquired by our company on November
11, 1999. The eight nominees named on the following pages have been recommended
to the board of directors by the Yankee Companies, Inc., a Florida corporation
that serves as our company's strategic consultant. They include:
* Seven of the ten current directors who have been re-nominated by the board
of directors to serve as directors for an additional one-year term (Messrs.
Saul B. Lipson, Michael A. Caputa and Michael Jordan have not been
re-nominated);
* Mr. Cantley has been nominated as Audit Committee Chairman; and
* Douglas L. Wilson, Esquire, who was recently engaged as our company's
general counsel, who has been recruited as an independent director
qualified to chair the audit committee of our company's board of directors.
Each nominee has consented to stand for election and has executed an
agreement to serve as a member of our board of directors , if elected (a form of
which is included as an exhibit to this Information Statement"), delineating his
or her anticipated responsibilities and in certain cases, anticipated
compensation (based on the proposed plan to be submitted to the stockholders at
the Annual Meeting of Stockholders). Consequently, the board of directors does
not anticipate that any nominee will be unavailable to serve. In the event that
one or more of the nominees should become unavailable to serve at the time of
the Annual Meeting of Stockholders, the stockholders may either elect less than
eleven directors or elect other currently unknown persons properly nominated at
the meeting. The designation of substitute nominees by the board of directors is
authorized in our company's Bylaws for the 2000 Annual Meeting of Stockholders.
If no substitute nominee(s) are designated, the size of the board of directors
will be reduced. Director elections are determined by a plurality of the votes
cast.
Director Nominees
The following biographies provide a brief description of each nominee's
principal occupation, business experience, age and directorships held in other
public corporations as of November 15, 2000.
Edward Carl Dmytryk, Director
Mr. Dmytryk, age 54, serves as a member of our company's board of directors
and as a member of its audit committee. He graduated summa cum laude from The
Citadel, the Military College of South Carolina, in 1968 with a bachelor of
science degree in business administration. From 1968 until 1973, Mr. Dmytryk
served in the United States Air Force as a fighter and instructor pilot,
attaining the rank of captain (regular United States Air Force). From 1973 until
1975, he served as a sales manager for Wulfsberg Electronics, Inc., a national
avionics firm specializing in airborne radio telephone systems and headquartered
in Overland Park, Kansas. From 1976 until 1981, he served as a regional sales
manager for Polaroid Corporation a multi faceted imaging company headquartered
in Cambridge, Massachusetts. From 1981 until 1985, he served as vice president
of sales for West Chemical, Inc., a company involved in the manufacture of
animal health feed additives, pharmaceutical products, iodophor concentrates and
specialty chemicals, headquartered in Princeton, New Jersey. From 1985 until
1986, he served as vice president for sales and marketing at Animed, Inc., a
veterinary products manufacturing company specializing in sales to
veterinarians, headquartered in Roslyn, New York. From 1987 until 1988, he
served as president of Mac's Snacks, Inc., the world's largest processor of pork
rinds, headquartered in Grand Prairie, Texas. From 1988 until 1995, he served as
the chief operating officer for Bollinger Industries, Inc., a fitness products
manufacturer headquartered in Irvine, Texas. Since June of 1990, he has been the
owner and chief executive officer of Benchmark Industries, Inc., a metal
fabrications company headquartered in Fort Worth, Texas. Since September of 1999
Information Statement Page 7
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he has served as the president of GNR Health Systems, Inc., a physical therapy
products sales company located in Ocala, Florida. In addition, he currently
serves as president and chief financial officer of Sohn, Inc., located in
Roswell, Georgia, a company specializing in marketing, sales, and installing
fitness products in the hospitality and apartment market (fitness centers in
hotels, condominium complexes, and apartments through the United States.)
Lawrence R. Van Etten, Acting president and chief operating officer.
Mr. Van Etten, age 63,was elected as acting president and chief operating
officer and a member of our Company's board of directors on May 22, 2000. Mr.
Van Etten graduated from New York Military Academy, Cornwall On Hudson, New York
in 1954;attended Gettysburg College, Gettysburg, Pennsylvania from 1954 -1956
and Marist College, Poughkeepsie, New York from 1981-1982 . He was employed by
IBM from 1956, until 1987, where he held several senior management positions
including Corporate Control Operations Manager, Corporate Scheduling Manager and
Director of Logistics Special Processes. Since leaving IBM, Mr. Van Etten has
served as an executive with several companies in the United States and Canada
[Vice President - Remtec, Inc. Chambly, QC - Manufacturer of Refueling Vehicles
1987-1988; Vice President - The Enterprise Group - Clearwater Florida -
Development Of New Business Opportunities 1993-1994; Vice President -
International Digital Communications Systems, Inc. - Miami, FL -
Telecommunications Sales - 1996-1998; President Techtel Communications, Inc.,
Pompano Beach, FL- CLEC Service Provider 1998 - 1999 ] and owned and managed his
own consulting company [LVE & Associates - US & Canada - Several long term
contracts with Toyada Gosei, Best Glove Canada, Remtec, Inc. Prestige Auto &
Strategic health Development Corporation]. Much of his recent work experience
has dealt with business management systems, materials management, management
development, personal computer application software and the Internet. Since May
31, 2000, Mr. Van Etten has serves as a member of the board of directors of
Colmena Corp., a publicly held Delaware corporation.
David K. Cantley, Vice president, treasurer and chief financial officer.
David K. Cantley, age 62, was elected as our company's vice president,
treasurer and chief financial officer on February 17, 2000 and as a member of
its board of directors effective July 1, 2000. Mr. Cantley graduated from Yale
University in 1959. From 1959 through 1964, except for six months active duty
with the Pennsylvania National Guard, he worked in his family's structural steel
contracting business, Cantley & Co., Inc., Philadelphia, Pennsylvania. In 1965
he joined the Stouffer Corporation, headquartered in Cleveland, Ohio where he
held various management positions from 1965 through 1974. In 1974 he returned to
Philadelphia and rejoined the family business, Cantley & Co., Inc., where he
served as vice-president until 1978. From 1978 to 1981 Mr. Cantley was employed
as general manger of the Great Bay Resort & Country Club, Somers Point, New
Jersey. In 1981 he joined Bally's Park Place Casino, Atlantic City, New Jersey
where he was employed as dealer, floor man and pit boss until 1984. From 1984 to
1992 he served as vice- president of Hotel Properties, Inc., Somers Point, NJ, a
private company in the hospitality real estate development, construction and
management business. He served as president of Full House Resorts, Inc. (NASDAQ:
FHRI) from its inception in 1992 to 1995. From 1995 to 1999, Mr. Cantley was
associated with Nevada Gold & Casinos, Inc. (OTC Bulletin Board: UWIN) as
project director and financial advisor. He remains an advisory director of
Nevada Gold & Casinos. Mr. Cantley joined Trilogy International in July 1999 as
its chief financial officer.
Vanessa H. Lindsey, Director, secretary and chief administrative officer
Vanessa H. Lindsey, age 29, was elected as our company's secretary on
November 11, 1999 and as a member of our board of directors on April 6, 2000.
From 1993 to 1995 she was employed by Accell Plumbing Systems, Inc., an Ohio
corporation, as that company's office manager and bookkeeper. Since 1995 she has
been employed by Diversified Corporate Consulting Group, L.L.C., a Delaware
limited liability company, engaged in providing diversified consulting services
and in filing EDGARized documents for clients with the Commission, as that
company's chief administrative officer. Since 1996 she has been employed by the
Southeast Companies, Inc., a Florida corporation, involved in the entertainment
industry, in business and political consulting and as a licensed mortgage
brokerage company, as its chief administrative officer and currently serves as
its vice president and secretary. She is also the secretary and chief
administrative officer for the Yankee Companies, Inc., which serves as our
company's strategic consultant, and, for Southern Capital Group, Inc, a Florida
retail finance corporation and licensed mortgage brokerage business. She
currently holds the position of secretary of The Marion County Libertarian Party
and was the Campaign Treasurer for the Cyndi Calvo for State Senate, District 8
Campaign. Since January of 1999, she has served as the secretary of Colmena
Corp., a publicly held Delaware corporation and was elected as a member of its
board of directors on January 3, 2000.
Information Statement Page 8
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Douglas L. Wilson, Esquire, Director nominee and general counsel
Douglas L. Wilson, age 59, has served as our company s general counsel
since November 3, 2000 and has been nominated by our board of directors for
election as a director, at the annual meeting of stockholders. Mr. Wilson
graduated from the University of Arkansas with a bachelor of arts degree in
German literature in 1963. After graduation he entered the United States Air
Force and served in the Spacetrack Command, stationed in Colorado Springs,
Colorado attaining the rank of captain. In 1968, he returned to the University
of Arkansas, where he received a law degree in 1970. From 1970 to 1972, Mr.
Wilson served as a prosecutor in Benton County, Arkansas. From 1973 to1977, he
served as a family court judge, Benton County, Arkansas and, from 1971 to 1977,
he was a partner in Adams & Wilson, a law firm located in Rogers, Arkansas,
practiced corporate and antitrust law. In 1974 he created a statutory
information service for lawyers, ArkStat Service. In 1975, he founded Lawyers
Microfilm, Inc., which sold all the decisions of the United States Supreme Court
on microfiche. In 1977, he became the first executive director of Ozark Legal
Services, a new legal aid program serving 14 counties in Northwest Arkansas. In
1982, Mr. Wilson moved to St. Thomas, Virgin Islands, and became volunteer legal
counsel to the Virgin Islands Commission on the handicapped. In 1984, he moved
to San Diego, California, and founded MacApplications, a computer applications
service for lawyers. From 1985 to 1988, he was a mortgage banker in Santa
Barbara, California, working with Guild Financial Express (1985), National
Pacific Mortgage (1986), and Tower Financial Services (1987-88). Mr. Wilson
moved to Florida in 1989 and from 1990 to 1994 he was a staff attorney for
Florida Rural Legal Services, a large legal aid program based in Immokalee,
Florida . In 1994, he founded The Wilson Law Firm which is located in Naples,
Florida, specializing in employment law. In 1998, he founded ZapJury, Inc., an
Internet service for lawyers which will provide case evaluations by mock juries.
He is a member of the bars of Arkansas (1970), Florida (1992), the U.S. District
Court for the Middle District of Florida (1992), the U.S. Court of Appeals for
the Eleventh Circuit (1993), and the U.S. Supreme Court (1974). He has served on
numerous boards of directors, including many nonprofit organizations. Since
October of 2000, Mr. Wilson has served as general counsel to The Yankees
Companies, Inc., and Colmena Corp. Pursuant to the terms of our company s
consulting agreement with Yankees, our company is permitted to share the use of
Yankees general counsel, subject to such counsel's superior obligations to
Yankees in the event of a conflict of interests.
G. Richard Chamberlin, Director
G. Richard Chamberlin age 53, has since November 1998, served as a member
of our company's board of directors and served as our company's general counsel
until March 31, 2000. Until November 11, 1999, he also served as our company's
secretary. From 1973 to 1974 he served as Trust Officer with Central Bank &
Trust Company, Jonesboro, Georgia. Mr. Chamberlin is a practicing attorney and
is a member of the Georgia Bar (since 1974), and the Florida Bar (since 1990).
He is also a member of the Bars for the Federal District Court for the Northern
District of Georgia (since 1974) and the Federal District Court for the Northern
District of Florida (since 1995), the Court of Appeals for the State of Georgia
(since 1974) and the Supreme Court for the State of Georgia (since 1974). Mr.
Chamberlin is also a member of the Bar for the Eleventh District Court of
Appeals (since 1982). He is a graduate of Eastern Military Academy, Huntington,
New York (College Prep Diploma, 1964): The Citadel, The Military College of
South Carolina (B.A., political science, 1968): and the University of Georgia
School of Law (J.D., 1971). Mr. Chamberlin earned a Certificate from the
American Bankers Association, National Trust School (1974). Mr. Chamberlin is a
two term former member of the Georgia House of Representatives (1979-1983). In
the State House, Mr. Chamberlin served on the Following committees: House
Journal Committee, Natural Resources Committee, Special Judiciary Committee and
Labor Committee. He is a former member of the Counsel for National Policy. He is
the founder of the Georgia Roundtable, Inc., and served as President from 1981
to 1986.: He is the founder of the Georgia Heritage Foundation, and served as
President from 1982 to 1986. He is the former Principal of Soul's Harbor
Christian Academy, Belleview, Florida (1990-1992). Mr. Chamberlin served as
national music chairman for the Religious Roundtable, Inc., at the premier event
known as the 1992 National Affairs Briefing in Dallas, Texas wherein President
George Bush was the keynote speaker. Mr. Chamberlin has received Resolutions of
Commendation from the House of Representatives for the Commonwealth of Kentucky
(1985) and from the House of representatives for the State of Georgia (1982).
Mr. Chamberlin is former president and director for Atrieties Development
Company, Inc., a publicly held corporation involved in the real estate industry
(1986 through 1987), and has held licenses as a real estate agent, (Georgia and
Florida). He served as President of the Citadel Club of Central Florida,
Inc.(1999) Mr. Chamberlin also serves as President of Southern Capital Group,
Inc., a Florida corporation, ("SCG") with offices in Ocala, Florida. SCG was
Information Statement Page 9
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founded in 1999 to consolidate pre existing business lines in the automotive and
mortgage business. Mr. Chamberlin is also president and sole director of and
majority stockholder in Sports Collectible Exchange, Inc., a Florida
corporation, ("SCE"). SCE was founded in 1999 specializing in the sale and
distribution of minor league baseball collectibles. Mr. Chamberlin has agreed to
serve another term as a member of our company's board of directors, if elected
by the stockholders.
Anthony Q. Joffe, Director
Anthony Q. Joffe, age 58, has served as a member of our company's board of
directors since November, 1998. He also serves on its audit and executive
committees. Mr. Joffe holds a degree in Aeronautical Engineering Management from
Boston University, Boston, Massachusetts. Subsequent to his graduation, Mr.
Joffe was employed as the Quality Control Manager for Cognitronics Corporation,
a computer manufacturer, where he was responsible for overseeing the United
States Air Force compliance testing program as well as normal day-to-day
management. In 1967, Mr. Joffe was employed by General Electric as a production
engineer in the insulating materials field. In 1970, Mr. Joffe was employed by
King's Electronics, a RF coaxial connector manufacturer, where he was
responsible for major accounts and guided the field sales force. In 1973, Mr.
Joffe was one of the founders and vice-president of J.S. Love Associates, Inc.,
a commodity brokerage house no longer in operation (then headquartered in New
York City). In 1976, Mr. Joffe formed and served as President and Chief
Operating Officer of London Futures, Ltd., a commodity broker with 275 employees
in nine offices. London Futures, Ltd. was closed in 1979 and Mr. Joffe moved to
Florida. From 1979 until 1986, Mr. Joffe was vice president of Gramco Holdings,
Inc. (and its predecessor companies), a firm which owned and operated a variety
of companies. These companies included five cemeteries and funeral homes in
Broward County, Florida, a 33 acre marina, a general contracting company, a boat
title insurance underwriting firm, three restaurants, a real estate brokerage
company, a mortgage brokerage company and a leasing company. His
responsibilities involved supervision of the day-to-day operations and new
business development. From 1986 to 1991, Mr. Joffe served as consultant and/or
principal to a variety of small businesses in the South Florida area. In 1989
Mr. Joffe became President of Windy City Capital Corp., a small publicly traded,
reported company that was originally formed as a "blind pool" for the express
purpose of finding an acquisition candidate. Eventually, a reverse merger was
consummated with a computer software company from Pennsylvania. Mr. Joffe then
took the position of President of Rare Earth Metals, Inc. (and its predecessor
companies), a small publicly traded company which has purchased Spinecare, Inc.,
a medical clinic in New York. Spinecare changed its name to Americare Health
Group and relocated its state domicile to Delaware. Since March of 1993, Mr.
Joffe has performed consulting services for First Commodities, Inc., an Atlanta
based commodities firm, and has been involved in fund raising for the Multiple
Sclerosis Foundation. He also assisted Digital Interactive Associates and IVDS
Partnership with financial affairs in conjunction with their successful bid to
the Federal Communications Commission for licenses in the cities of Atlanta,
Georgia, Minneapolis/St. Paul, Minnesota, and Kansas City, Missouri. Mr. Joffe
served as the interim president of Madison Sports & Entertainment Group, Inc., a
publicly held Utah corporation then headquartered in Fort Lauderdale, Florida,
from September 1, 1994, until February 16, 1996, at which time he became its
vice president and vice chairman, chief operating officer, treasurer and chief
financial officer until he resigned in 1996. Since 1996, he has founded a boat
financing company and joined NorthStar Capital ("NorthStar") as Managing
Director. NorthStar is an investment banking firm with offices in Stamford,
Connecticut and Boca Raton, Florida which specializes in assisting small to mid
size private and publicly traded companies with business and financial planning;
acquisition and divestiture: financial public relations and market position
advice: and, treasury services. In January 1999, Mr. Joffe was elected to serve
as a member of the board of directors of Colmena Corp, a publicly held Delaware
corporation, involved in the telecommunications industry. In March of 1999, Mr.
Joffe was elected as chairman of the board of directors and in May of 1999, he
was elected as the president of Colmena Corp.
J. Bruce Gleason, Director
Mr. Gleason, age 56, was elected to our company's board of directors,
effective as of July 1, 1999, concurrently with the acquisition of American
Internet on June 25, 1999. He co-founded American Internet with Michael D. Umile
in 1998 and served on the board of directors of American Internet and as its
president, chief executive officer and chief financial officer until its merger
with WRI. He has a diverse business background with over 30 years experience in
sales, marketing and finance. In 1972 Mr. Gleason received a certified general
accounting designation from the Certified General Accountants Association
located in Ontario Canada. From 1972 until 1974 he was employed by Crawford,
Smith & Swallo, a public accounting firm located in Toronto, Canada. In 1973 he
founded Photo Shack, Inc., an Ontario corporation which owned and operated a
chain of seventy, 24 hour film processing kiosks in Canada which he sold in
1976. In 1982, he founded Gourmet Galley, Inc., and served as president of
frozen food distribution in Pompano Beach,
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Florida, until 1990, when he sold Gourmet Galley, Inc. to a partner. In 1990, he
co-founded Southern Telco, Inc., a telecommunications company headquartered in
Lighthouse Point, Florida, in which he served as president. Southern Telco,
Inc., was sold to Public Teleco, Inc. in 1993. From 1994 until 1996, he served
as president of Showcase Group, Inc., a construction company headquartered in
Deerfield Beach, Florida which built 27 town houses, after which he conveyed his
interest to a third party in 1996. During 1996, he received a legal expense
insurance license from the State of Florida Department of Insurance and served
as an independent associate for Prepaid Legal Services, Inc. headquartered in
Lighthouse Point, Florida, until 1998.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Subject to shareowner ratification, the board of directors, acting upon the
recommendation of the audit committee, has reappointed the firm of Daszkal,
Bolton, Manela, Devlin & Co., Certified Public Accountants, as independent
accountants to examine our company's financial statements for the fiscal year
ending June 30, 2001. Ratification requires the affirmative vote of a majority
of eligible shares present at the Annual Meeting of Stockholders, in person or
by proxy, and voting thereon. If this appointment is not ratified by
stockholders, the audit committee may reconsider its recommendation.
One or more representatives of Daszkal, Bolton, Manela, Devlin & Co. are
expected to be at the Annual Meeting of Stockholders. They will have an
opportunity to make a statement and will be available to respond to appropriate
questions.
PLANS OF COMPENSATION
COMPENSATION OF MEMBERS OF OUR COMPANY'S BOARD OF DIRECTORS
Based on a proposal by Yankees, subject to ratification by our company's
stockholders at the Annual Meeting of Stockholders for which this Information
Statement has been prepared, the board of directors has passed a resolution
providing that members of our company's board of directors (except for Mr.
Lipson who has a separate compensation agreement with our company) who are not
provided other compensation by our company's subsidiaries, be compensated for
their services during the period ending on June 30, 2001, as follows:
* For basic service as a member of our company's board of directors, an
option to purchase 15,000 shares of our company's common stock during
the twelve month period commencing on July 1, 2000 and ending on June
30, 2001, at an exercise price based on the last reported transaction
price for our company's common stock reported on the OTC Bulletin Board
on an appropriate measuring date, possibly the first business day
following the next annual meeting of our company's stockholders. The
options would vest as to 1,250 shares of the underlying common stock
per month.
* For service on the audit or executive committee, the option would be
increased by an additional 10,000 shares which would vest at the rate
of 800 shares per month; and
* For service as the chair of the audit or executive committee, the
option would be increased by an additional 5,000 shares which would
vest at the rate of 400 shares per month.
All of the foregoing options would require that the recipient comply on a
timely basis with all personal reporting obligations to the Commission
pertaining to his or her role with our company and that the recipient serve in
the designated position providing all of the services required thereby prudently
and in good faith until June 30, 2000 (unless such person was not elected to
such position by our company's stockholders despite a willingness and ability to
serve). In addition to the compensation described above, our company's directors
elected at the Annual Meeting of Stockholders will be entitled to the following
contingent compensation and right to indemnification:
(1) In the event that a member of our company's board of directors arranges or
provides funding for our company on terms more beneficial than those
reflected in our company's current principal financing agreements, copies
of which are included among our company's records available through the
SEC's EDGAR web site, the director will be entitled, at its election, to
either:
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(A) A fee equal to 5% of such savings, on a continuing basis; or
(B) If equity funding is provided through the director or any
affiliates thereof, a discount of 5% from the bid price for the
subject equity securities, if they are issuable as free trading
securities, or, a discount of 25% from the bid price for the
subject equity securities, if they are issuable as restricted
securities (as the term restricted is used for purposes of SEC
Rule 144); and
(C) If equity funding is arranged for our company by the director and
our company is not obligated to pay any other source compensation
in conjunction therewith, other than the normal commissions
charged by broker dealers in securities in compliance with the
compensation guidelines of the NASD, the director will be
entitled to a bonus in a sum equal to 5% of the net proceeds of
such funding.
(2) In the event that the director generates business for our company, then, on
any sales resulting therefrom, the director will be entitled to a
commission equal to 5% of the net income derived by our company therefrom,
on a continuing basis. Our company will defend, indemnify and hold the
members of its board of directors harmless from all liabilities, suits,
judgments, fines, penalties or disabilities, including expenses associated
directly, therewith (e.g. legal fees, court costs, investigative costs,
witness fees, etc.) resulting from any reasonable actions taken by him or
her in good faith on behalf of our company, its affiliates or for other
persons or entities at the request of the board of directors of our
company, to the fullest extent legally permitted, and in conjunction
therewith, will assure that all required expenditures are made in a manner
making it unnecessary for the members of its board of directors to incur
any out of pocket expenses; provided, however, that director permits our
company to select and supervise all personnel involved in such defense and
that director waives any conflicts of interest that such personnel may have
as a result of also representing our company, their stockholders or other
personnel and agrees to hold them harmless from any matters involving such
representation, except such as involve fraud or bad faith.
At Yankees' recommendation, the board of directors has also resolved that
at such time as our company has, on a consolidated basis, earned a net, after
tax profit of at least $100,000 per quarter for four calendar quarters, our
company will:
* Obtain insurance to cover our company's indemnification obligations, if
available on terms deemed economically reasonable under the
circumstances, which do not materially, detrimentally affect our
company's liquidity at the time;
* Provide members of its board of directors who will not have overlapping
coverage with health and life insurance coverage, if available on terms
deemed economically reasonable under the circumstances, which do not
materially, detrimentally affect our company's liquidity at the time;
and
* Pay $500 per diem cash allowance for all meetings or functions attended
in person rather than by telephone or similar means at the request of
our company to all members of the board of directors who are not also
officers or employees of our company or its subsidiaries.
All of the foregoing are reflected in a form of "agreement to serve as a
corporate director" that each director nominee will have signed prior to the
Annual Meeting of Stockholders, except that the stock bonus provisions will not
apply to the businesses that our company intends to acquire within the next
sixty days. Copies of the executed agreements will be filed as exhibits to our
company's quarterly report on Form 10-QSB or current report on Form 8-K first
filed with the Commission following the Annual Meeting of Stockholders.
NON-QUALIFIED STOCK OPTION & STOCK INCENTIVE PLAN, EFFECTIVE AS OF JULY 1, 2000
At the Annual Meeting of Stockholders, our company's stockholders will be
asked to adopt a non-qualified stock option & stock incentive plan for the
fiscal year starting on July 1, 2000, for use in compensating officers and
employees of our company and its subsidiaries (the "2001 Plan"). The 2001 Plan
will be materially similar to our company's Non-Qualified Stock Option & Stock
Incentive Plan, Effective as of January 1 , 2000, a copy of which was
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filed with the Commission as an exhibit to our report on Form 10-KSB for the
year ended June 30, 2000 (the "2000 Plan"), except that the number of shares
which our board of directors has requested be reserved for issuance under the
2001 Plan will be 5,000,000.
The purpose of the 2001 Plan will be to accommodate our company's
obligations under currently anticipated acquisition agreements, to provide an
adequate quantity of our common stock for currently unforseen opportunities
involving future acquisitions, future recruitment of personnel, and
establishment of performance incentives for the employees of our current
subsidiaries, to attract and retain quality personnel and to make association
with our company more attractive to potential acquisition candidates. A maximum
of 5,000,000 shares of our company's common stock would be reserved for use in
conjunction with award of options under the 2001 Plan, and such common stock
could either be issued from treasury shares, authorized but theretofore unissued
shares, or shares purchased from current stockholders for such purpose. The 2001
Plan will be administered by a committee of our company's board of directors
comprised exclusively of outside directors (the "Committee"), as that term is
defined in the Internal Revenue Code of 1996, as amended (the "Code") and
potential recipients will include directors, officers, key employees and
consultants (other than consultant's that would be ineligible for receipt of
securities registered on Commission Form S-8 based on then applicable rules
adopted by the Commission) of our company and its subsidiaries. Options issuable
will be incentive stock options meeting the requirements of Section 422, et.
seq. of the Code, or non-qualified stock options, with the attributes determined
by the Committee. The adoption of the 2001 Plan will not restrict the ability of
our company's board of directors to authorize the issuance of securities,
including stock options, outside the parameters of the 2001 Plan, on a case by
case basis.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No person who has been a member of our company's board of directors or
officer of our company at any time since the beginning of the last fiscal year,
has been nominated for election as a member of our company's board of directors
or who is an associate of any of the foregoing persons, has a substantial
interest, direct or indirect, by security holdings or otherwise, in any matter
to be acted upon, other than elections to office, except that all of the
nominees for election as directors other than Mrs. Berardi and Messrs. Caputa
and Berardi have an economic interest in the plan for directors compensation. No
director of our company has informed our company in writing or otherwise that he
or she intends to oppose any action to be taken by our company at the Annual
Stockholders Meeting.
SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Stockholders wishing to have a proposal included in our company's 2000
information statement must submit the proposal so that our company's secretary
receives it no later than June 30, 2001. SEC rules set forth standards as to
what shareowner proposals are required to be included in an information
statement. In addition, our company's Bylaws require that any shareowner wishing
to make a nomination for director, or wishing to introduce a proposal or other
business, at a shareowner meeting must give our company at least 60 days'
advance written notice, and that notice must meet certain requirements set forth
in our bylaws. Stockholders may request a copy of our bylaws from the Corporate
Secretary, AmeriNet Group.com, Inc., Crystal Corporate Center; 2500 North
Military Trail, Suite 225-C, Boca Raton, Florida 33431.
OTHER BUSINESS
Our company is not aware of any other matters that will be presented for
shareowner action at the Annual Meeting of Stockholders.
By Order of the Board of Directors
November 22, 2000
/s/ Lawrence R. Van Etten
Lawrence R. Van Etten
President
Information Statement Page 13
