ENOTE.COM INC.
a Delaware Corporation
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED
IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT
TO SEND THE COMPANY A PROXY.
This Information Statement, which is being mailed on or about October
27, 1999, to the holders of shares of the common stock, par value $0.01 per
share (the "Common Stock"), and the convertible preferred stock, par value $0.01
per share (the "Preferred Stock"), of eNote.com Inc., a Delaware corporation
(the "Company"), is being furnished in connection with the appointment of the
six persons named below (the "Designees") to the Board of Directors of the
Company (the "Board"), to be effective on the tenth day after the filing of this
Information Statement with the Securities and Exchange Commission (the
"Commission") and the mailing of such Information Statement to all persons who
were holders of record of the Common Stock at the close of business on September
21, 1999. On such tenth day, Sally A. Fonner, currently the sole director of the
Company, will resign from the Board. Prior to such resignation, Ms. Fonner will
appoint: Victor Reichenstein and James F. Bowman to Class I; Michael T. Grennan
and Stanley M. Blau to Class II; and John R. Varsames and Leopold Abraham, II to
Class III of the Board. Messrs. Bowman, Grennan, Reichenstein and Varsames are
designees of the former stockholders of Navis Technologies, Ltd. ("Navis")
pursuant to the Navis Transaction (defined hereafter). Messrs. Abraham and Blau
are designees of Friedlander International Limited ("Friedlander") pursuant to
the Friedlander Agreement.
In each of 1997 and 1998, in its capacity as a stockholder of the
Company, Capston Network Company ("Capston") and its President, Ms. Fonner,
caused the Company to send to its stockholders a Notice of Special Meeting and
Proxy Statement describing a number of proposals relating to a plan of
reorganization proposed by Capston. The 1997 Special Meeting failed to achieve a
quorum of stockholders, but a revised plan of reorganization was approved on
March 23, 1999, after several adjournments of the 1998 Special Meeting. The
approved plan of reorganization authorized Capston to seek a suitable business
combination opportunity for the Company, authorized a series of changes in the
Company's corporate structure, and provided for stock-based compensation to
Capston and others for services rendered and to be rendered in connection with
the implementation of the plan of reorganization.
* * * *
<PAGE>
No action is required by the stockholders of the Company in connection
with the appointment of the Designees to the Board. However, Section 14(f) of
the Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 promulgated
thereunder, require the mailing to the Company's stockholders of the information
set forth in this Information Statement at least 10 days prior to the date a
change in a majority of the Company's directors (otherwise than at a meeting of
the Company's stockholders) occurs.
The principal executive offices of the Company are located at 185 Allen
Brook Lane, Williston, Vermont 05495.
VOTING SECURITIES
General
As of September 21, 1999, the issued and outstanding securities of the
Company entitled to vote consisted of 10,049,481 shares of Common Stock and
5,000,000 shares of Preferred Stock. Each outstanding share of Common Stock and
each outstanding share of Preferred Stock is entitled to one vote.
On April 5, 1999, the Company acquired Navis in a transaction whereby
the stockholders of Navis exchanged all of their Navis stock for 8,000,000
shares of newly issued Common Stock (or approximately 80% of the Company's then
outstanding Common Stock), and Navis became a wholly-owned subsidiary of the
Company (the "Navis Transaction"). The number of shares issued by the Company in
the Navis Transaction was determined by arms-length negotiation between the
parties. Before the Navis Transaction, the Company had no material assets,
liabilities or business operations. No relationship existed between the Company
and Navis prior to the Navis Transaction. In connection with the Navis
Transaction, the Company agreed to issue 1,460,000 shares of Common Stock to
certain consultants and advisors, including approximately 540,000 shares of
Common Stock that were issued to persons designated by Capston, 270,000 shares
of Common Stock that were issued to legal counsel for the parties and 650,000
shares of Common Stock that were issued to certain financial consultants as
finders' fees.
In connection with the Navis Transaction, Sally A. Fonner resigned as
the sole officer of the Company and appointed the following persons, designated
by Navis, to serve as executive officers of the Company: John R. Varsames,
President and Chief Executive Officer; and Michael T. Grennan, Treasurer, Chief
Financial Officer and Secretary.
At approximately the same time as the Navis Transaction, the Company
entered into a Purchase and Sale Agreement with Friedlander dated April 6, 1999
(the "Friedlander Agreement"), whereby the Company sold 5,000,000 shares of
Preferred Stock and warrants to purchase 2,000,000 shares of Common Stock
("Warrants") to Friedlander for $5,000,000 in cash (the "Friedlander
Transaction"). The Preferred Stock has a liquidation preference of $1 per share,
or $5,000,000 in the aggregate, and is convertible into Common Stock on a
share-for-share basis. The aggregate 7,000,000 shares of Common Stock that the
Preferred Stock and the
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Warrants are convertible into, and exercisable for, respectively, would
represent approximately 41% of the outstanding Common Stock upon full conversion
and exercise. The Warrants are exercisable for five years from the date of
issuance at a price of $1 per share, and are subject to voluntary redemption by
the Company at a redemption premium of $1 per Warrant over the spread between
the exercise price of the Warrant and the market price of the Common Stock on
the redemption date. Pursuant to the Friedlander Transaction, the holders of
Preferred Stock and Warrants are protected against dilution resulting from
certain post-closing stock issuances and are entitled to certain demand and
piggy-back registration rights.
Under the terms of the Reorganization Agreement, dated April 5, 1999,
between and among the Company, Navis and the stockholders of Navis, promptly
after compliance with Section 14(f) of the Exchange Act, the Board shall have a
meeting at which all of the then-directors shall resign and shall elect as
members of the Company's Board such individuals as the former stockholders of
Navis shall designate to the Company. The right of the Navis stockholders to so
designate Board members is expressly subject to the provisions of the
Friedlander Agreement, which provides that: (A) until the sooner of (i) the
fifth anniversary of the date of the Friedlander Agreement and (ii) such time as
Friedlander is the beneficial owner of less than 10% of the issued and
outstanding voting securities of the Company, Friedlander shall be entitled to
appoint two members of the Board; and (B) the Company shall promptly take such
action as may be required to amend its By-laws to provide that, for so long as
Friedlander has a right to appoint two members of the Board, the total number of
members constituting the entire Board shall not exceed seven.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information furnished by current
management and the Designees concerning the beneficial ownership of Common Stock
and Preferred Stock of the Company as of September 21, 1999, of (i) each person
who is known to the Company to be the beneficial owner of more than 5 percent of
either class of stock; (ii) all directors, executive officers, and Designees;
and (iii) directors and executive officers of the Company as a group:
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<TABLE>
<CAPTION>
Common Stock Preferred Stock
Amount and Amount and
Nature Nature of
Name and Address of Beneficial Percent Beneficial Percent
of Beneficial Owner Ownership(1) of Class Ownership(1) of Class
- ------------------- ------------- -------- ------------ ---------
<S> <C> <C> <C> <C>
John R. Varsames (2) 7,350,000(3)(4) 73.1% -- --
Michael T. Grennan (2) 250,000(5) 2.5% -- --
Sally A. Fonner 181,389(6) 1.8% -- --
c/o Capston Network Co.
1621 N. Osceola Avenue
Clearwater, Florida 33755
Burton G. Friedlander 7,424,100(7)(8)(9) 42.5% 5,000,000 100%
c/o Friedlander Capital
Management Corp.
104 Field Point Road
Greenwich, Connecticut 06830
Leopold Abraham, II 1,000 * -- --
13732 Le Havre Drive
Palm Beach Gardens, Florida
33410
Stanley M. Blau (2) -- -- -- --
James F. Bowman -- -- -- --
One Bridge Street, Suite 200
Newton, Massachusetts 02458
Victor Reichenstein (10) 120,000 1.2% -- --
800 Brickell Ave., Suite 1250
Miami, Florida 33131
Executive Officers and Directors 7,781,389 77.4% -- --
as a Group (3 persons)
</TABLE>
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* Less than 0.1%
(1) Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.
(2) c/o eNote.com Inc., 185 Allen Brook Lane, P.O. Box 1138, Williston,
Vermont 05495-1138.
(3) Mr. Varsames shares beneficial ownership of 7,080,000 shares of Common
Stock with his wife, Heidi A. Varsames. Mr. Varsames holds sole voting
power of these 7,080,000 shares pursuant to a proxy from his wife.
(4) Includes 250,000 shares of Common Stock held of record by James D.
Richards III and 20,000 shares of Common Stock held of record by the
adult children of Mr. and Mrs. Varsames, Kristen Varsames and Lori A.
Varsames. Mr. Varsames holds sole voting power for these 270,000 shares
of Common Stock pursuant to the proxies from James D. Richards III,
Kristen Varsames, and Lori A. Varsames.
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Mr. Richards' proxy expires upon the occurrence of certain events
defined therein, and, in any event, upon the expiration of one year
from April 13, 1999.
(5) Mr. Grennan's reported holdings do not include 500 shares that are held
by his father, as to which he disclaims beneficial ownership.
(6) In connection with the plan of reorganization approved by the Company's
stockholders, certain persons designated by Capston received an
aggregate of 540,000 shares of Common Stock for administrative and
management services. Ms. Fonner was so designated by Capston to receive
180,600 of such 540,000 shares of Common Stock. Ms. Fonner's reported
holdings include 50,000 shares that are subject to a letter agreement,
dated as of August 26, 1999 among Capston and the Company (the "Capston
Pledge Letter"), which provides that such shares will be given to a
third party, as escrow agent, pending the payment of certain
obligations of Ms. Fonner and Capston to the Company.
(7) Includes 5,000,000 shares of Common Stock issuable upon conversion of
5,000,000 shares of Preferred Stock and 2,000,000 shares of Common
Stock issuable upon exercise of immediately exercisable Warrants.
(8) Mr. Friedlander exercises voting and investment control over shares of
Common Stock beneficially held by Friedlander and Friedlander Limited
Partnership ("FLP") through their investment manager, Friedlander
Capital Management Corp. ("FCMC"), of which Mr. Friedlander is the sole
shareholder.
(9) Information as to Mr. Friedlander, Friedlander, FLP and FCMC is based
on a Statement on Schedule 13D filed by Mr. Friedlander and FCMC with
the Commission on July 15, 1999 and a Form 4 for June 1999 provided by
Mr. Friedlander and FCMC, and the Company assumes no responsibility for
such information.
(10) Mr. Reichenstein shares beneficial ownership with his wife. Mr.
Reichenstein has informed the Company that he believes he has certain
options that may be exercisable for Common Stock pursuant to a stock
option plan from the 1980s when the Company was formerly known as
Webcor Electronics, Inc. The Company has no knowledge of these options
but is investigating the existence of such options.
INFORMATION REGARDING THE DESIGNEES,
DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers and Designees
The following table sets forth certain information regarding the
Designees and executive officers of the Company.
Name Age Positions
- ---- --- ---------
John R. Varsames................. 48 President, Chief Executive Officer and
Designee for Class III
Michael T. Grennan............... 44 Chief Financial Officer, Treasurer,
Secretary and Designee for Class II
Leopold Abraham, II.............. 71 Designee for Class III
Stanley M. Blau.................. 61 Designee for Class II
James F. Bowman.................. 48 Designee for Class I
Victor Reichenstein.............. 74 Designee for Class I
The stockholders at the 1998 Special Meeting elected Ms. Fonner to
serve as the sole director until the 1999 Annual Meeting of Stockholders and
until her successor is elected and qualified. The stockholders also approved an
amendment to the Company's By-laws providing
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that the entire Board shall be not less than three directors during any period
when the total stockholders' equity exceeds $100,000. Stockholders' equity
exceeded $100,000 on April 6, 1999. The By-laws further provide that the
foregoing provision shall not take effect until the filing of an Information
Statement pursuant to Rule 14(f) under the Exchange Act has been made. The
By-laws provide that at any time when the Board consists of three or more
members, the Board of Directors shall be divided into three classes, designated
Class I, Class II, and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors. Initially, Class I
directors shall be elected for a one-year term, Class II directors for a
two-year term and Class III directors for a three-year term. Thereafter,
Directors shall be elected to serve for a term of three years and until their
successors are elected and qualified.
On the tenth day after the filing of this Information Statement with
the Commission and the mailing of such Information Statement to all holders of
record of the Company's Common Stock and Preferred Stock, Ms. Fonner, the
current sole director, will appoint: Messrs. Abraham and Varsames to Class III
to hold office until the 2001 Annual Meeting of Stockholders; Messrs. Blau and
Grennan to Class II to hold office until the 2000 Annual Meeting of
Stockholders; and Messrs. Bowman and Reichenstein to Class I to hold office
until the 1999 Annual Meeting of Stockholders; or until their respective
successors are duly elected and qualified. Ms. Fonner will then resign from the
Board. Messrs. Bowman, Grennan, Reichenstein and Varsames are designees of the
former stockholders of Navis. Messrs. Abraham and Blau are designees of
Friedlander.
There are no family relationships among any of the Designees or the
directors or executive officers of the Company.
The following information is furnished for each of the executive
officers of the Company and for the Designees:
John R. Varsames was appointed President and Chief Executive Officer of
the Company on April 5, 1999. He is also a Designee for Class III. Mr. Varsames
founded Navis in June 1996 and served as the President and Chief Executive
Officer of Navis until the Company acquired Navis. From December 1995 to June
1996, Mr. Varsames served as a consultant and then as Vice President for
AirMouse Remote Controls and its affiliate, AirMarket Interactive System, a
company specializing in interactive television technology and peripherals. From
August 1984 to December 1995, Mr. Varsames co-founded and served as the
President and Chief Executive Officer of Northshore Companies, a real estate
investment firm. Mr. Varsames is a graduate of St. Michael's College (Business
Administration/Political Science), and was a past Chairman of the St. Michael's
College Associate Board of Trustees. He has served his community as a director
of several charitable organizations and also served as a national director for
the National Association of Home Builders.
Michael T. Grennan was appointed Chief Financial Officer, Treasurer and
Secretary of the Company on April 5, 1999. He is also a Designee for Class II.
Before joining the Company, Mr. Grennan worked for seven years as a
self-employed business and financial consultant. Previously, Mr. Grennan worked
for 14 years in public accounting, first on the audit staff of Coopers and
Lybrand, and then as a staff member, manager and partner of the
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accounting firm of Urbach, Kahn, and Werlin, PC. Mr. Grennan is a 1977 graduate
of the University of Florida (BSBA in Accounting with High Honors), a Certified
Public Accountant and a former member of the AICPA's Ethics Technical
Subcommittee. In addition to his experience in public accounting Mr. Grennan has
extensive consulting experience for a variety of public and private corporations
including banks, manufacturing and operating companies.
Leopold Abraham, II is a Designee for Class III. Mr. Abraham served as
Chairman and Chief Executive Officer of Associated Merchandising Corporation, a
retail merchandising and sourcing organization, from 1977 until his retirement
in 1993. Since retiring from Associated Merchandising, Mr. Abraham was a
director of Liz Claiborne, Inc. from 1993 to 1998. He currently serves on the
boards of directors of: R.G. Barry Corp., a manufacturer of comfort footwear
(since 1993); Signet Group, plc, an operator of retail jewelry stores in the
United States and the United Kingdom (since 1994); Galey & Lord, Inc., a
manufacturer of textile products (since 1993); and the Smith Barney Funds Board
(since 1994).
Stanley M. Blau is a Designee for Class II. Mr. Blau served on the
board of directors of Executone Information Systems, Inc., a developer and
distributor of voice and data communication systems, from 1988 until 1999, and
served as the Vice Chairman of the board of directors from 1988 until 1996.
Since 1998, Mr. Blau has been a partner in PS Capital LLC, a firm investing in
high technology startup companies in the Internet, e-commerce and
telecommunications fields.
James F. Bowman is a Designee for Class I. Since 1986, Mr. Bowman has
been a Senior Partner of Forbes Consulting Group, Inc. where he directs
qualitative and quantitative research with financial, package goods and
advertising entities.
Victor Reichenstein is a Designee for Class I. Mr. Reichenstein was the
President and a director of the Company (when it was formerly known as Webcor
Electronics, Inc.) from 1971 until the Company filed for bankruptcy in 1989.
Since 1989, Mr. Reichenstein has been a private investor at Vicel Inc., an
investment firm. From 1993 to 1995, he served as a director of Safeskin
Corporation, a company engaged in the manufacture of disposable gloves.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 5, 1999, the Company acquired Navis in a transaction whereby
the stockholders of Navis exchanged all of their Navis stock for 8,000,000
shares of newly issued Common Stock (or approximately 80% of the Company's then
outstanding Common Stock), and Navis became a wholly-owned subsidiary of the
Company. Pursuant to the Navis transaction, Mr. Varsames became the beneficial
owner of approximately 71% of the Company's then outstanding Common Stock, was
appointed President and Chief Executive Officer of the Company, and acquired the
contractual right to designate individuals for appointment to the Board. Mr.
Varsames shares beneficial ownership of 7,080,000 shares of Common Stock with
his wife, Heidi A. Varsames. Prior to the Navis Transaction, Mr. Varsames was
not a director, officer or shareholder of, or otherwise related to, the Company.
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On April 6, 1999, the Company entered into the Friedlander Transaction,
pursuant to which Friedlander purchased Preferred Stock and Warrants convertible
into and exercisable for, respectively, approximately 41% of the then
outstanding Common Stock and was granted the contractual right (as yet
unexercised) to designate two individuals for appointment to the Board. Prior to
the Friedlander Transaction, neither Friedlander nor Mr. Friedlander was a
director, officer or shareholder of, or otherwise related to, the Company.
In connection with the Navis Transaction and Friedlander Transaction,
the Company agreed to issue 1,460,000 shares of Common Stock to certain
consultants and advisors, including 540,000 shares of Common Stock that were
issued to persons designated by Capston, 270,000 shares of Common Stock that
were issued to legal counsel for the parties and 650,000 shares of Common Stock
that were issued to certain financial consultants as finders' fees. Ms. Fonner
was so designated by Capston to receive 180,600 of such 540,000 shares of Common
Stock. George W. Schiele received 600,000 of the 650,000 shares of Common Stock
issued as finders' fees. Mr. Schiele transferred 250,000 of the 600,000 shares
to Mr. Friedlander. Mr. Friedlander was recruited by Mr. Schiele to perform
services for the Company and thereby became entitled to 250,000 shares based on
a Statement on Schedule 13G filed on July 1, 1999 by Mr. Schiele. In addition to
the above mentioned stock compensation, upon the closing of the Navis
Transaction, Navis paid $250,000 (the "Cash Compensation") in cash to Capston,
$100,000 of which Capston, in turn, paid to Mr. Schiele and another individual
($50,000 each) who acted as finders in connection with the Navis Transaction,
and the remaining $150,000 was retained by Capston. An oral agreement (the "Cash
Condition Agreement") between Capston and Navis provided that Capston's $150,000
portion of the Cash Compensation is subject to repayment in the event that the
Common Stock (i) is traded on a national securities exchange or included in the
National Association of Securities Dealers' SmallCap Market within the six
months immediately following the closing of the Navis Transaction and (ii)
trades at or above $5.00 per share for at least 45 consecutive trading days
during such period. The Cash Condition Agreement was later modified to provide
that the relevant time period for such trading would be the four months
immediately following the filing of the Company's Report on Form 10-KSB for the
fiscal year ended March 31, 1999, rather than the six months immediately
following the Navis Transaction.
Between April 7, 1998 and March 23, 1999, Navis issued 15 separate 12%
Promissory Notes (the "Varsames Notes") to Mr. Varsames in an aggregate
principal amount of approximately $223,647. The Varsames Notes are payable on
demand, and on March 29, 1999, April 9, 1999 and June 9, 1999, Navis repaid an
aggregate of approximately $250,147 principal amount of Varsames Notes and
approximately $17,081 accrued interest thereon. Navis is a wholly-owned
subsidiary of the Company.
Ms. Fonner and Capston have agreed to reimburse the Company $150,000
(the "Reimbursement") for legal fees incurred or advanced by the Company
(including funds advanced by the Company as provided in the next sentence) in
connection with the resolution of potential irregularities in corporate
procedure described in the Company's Report on Form 10-KSB filed September 22,
1999. Prior to the Reimbursement, the Company may fund certain legal expenses of
Capston in connection with these matters. The Capston Pledge Letter provides
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that 50,000 shares of Common Stock previously issued to Capston will be given to
a third party, as escrow agent, to be held pending satisfaction of the
Reimbursement.
The Company leases approximately 14,500 square feet of office and light
manufacturing space in Williston, Vermont from Airmouse House Ltd. Partnership.
This lease expires in 2004 and calls for rent of approximately $8,333 per month
in 1999, with amounts generally increasing annually thereafter to reflect cost
of living related increases. Mr. Varsames is a general partner of Airmouse House
Ltd. Partnership. The terms of the lease were determined by arms-length
negotiation between the parties.
The Company has retained Forbes Consulting Group, Inc. ("Forbes") to
perform certain consumer market research and consulting services. The Company
estimates the projected total cost of such services to be approximately $90,000
to $100,000. It has made payments aggregating approximately $28,500 to Forbes as
of the date of this Information Statement. Mr. Bowman is a senior partner of
Forbes.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
For the fiscal year ended March 31, 1999, the following persons, who
were directors, officers, or beneficial owners of more than 10% of the Common
Stock during such fiscal year, failed to file on a timely basis reports required
by Section 16(a) of the Exchange Act during such fiscal year or any prior fiscal
year: Ms. Fonner did not timely file a Form 3 when she was elected a Director on
March 23, 1999, but filed a Form 3 on May 7, 1999 reporting her status as a
Director as well as the securities that she beneficially owned as of the filing
date.
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
The Company has no standing audit, nominating or compensation
committees of the Board, or committees performing similar functions. During the
fiscal year ended March 31, 1999, the Board held one meeting, which was attended
by the sole director.
EXECUTIVE COMPENSATION
Ms. Fonner served as the sole officer of the Company during the fiscal
year ended March 31, 1999. For the fiscal year ended March 31, 1999, she
received no compensation other than the following: in connection with (i) the
plan of reorganization approved by the Company's stockholders, certain persons
designated by Capston received an aggregate of 540,000 shares of Common Stock
for administrative and management services; and (ii) the Cash Compensation. Ms.
Fonner was so designated by Capston to receive 180,600 of such 540,000 shares of
Common Stock.
The Company's current Chief Executive Officer was the Chief Executive
Officer of Navis prior to the Navis Transaction on April 5, 1999. The following
table sets forth compensation
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for services in all capacities to Navis, for Navis' fiscal years ended December
31, 1996, 1997 and 1998, of: (i) those persons who were, respectively, Navis'
Chief Executive Officer for any time period during fiscal 1998 and up to four of
the other most highly compensated executive officers of Navis who were serving
as executive officers at December 31, 1998 whose total annual salary and bonus
for the fiscal year ending December 31, 1998 exceeded $100,000; and (ii) up to
two additional individuals who would have been two of such other four most
highly compensated executive officers if such individuals had served as
executive officers for the entire fiscal year (collectively, the "Named Navis
Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
----------------------------------------------------------- ----------------
Securities
Name and Salary Bonus Other Annual Underlying
Principal Position Year ($) ($) Compensation Options (#)
<S> <C> <C> <C> <C> <C>
John R. Varsames, 1998 $127,076 $0 $6,500 n/a
President and Chief 1997 $77,209 $0 $6,400 n/a
Executive Officer 1996 $0 $0 $1,736 n/a
</TABLE>
The Company's Chief Executive Officer and Chief Financial Officer, Mr.
Varsames and Mr. Grennan, respectively, are currently being paid annual salaries
of $150,000 and $125,000, respectively.
Compensation of Directors
It is anticipated that non-employee Directors will receive initial and
annual grants of stock, but no such grants of stock have been made to date.
Pension, Stock Option and Long-Term Incentive Plans
The Company did not have a pension plan in fiscal 1999. No stock
options or long-term incentive awards were issued to any executive officer or
director by the Company in fiscal 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
eNote.com Inc.
/s/ John R. Varsames
------------------------------------
By: John R. Varsames
President and Chief Executive Officer
Dated: October 27, 1999
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