SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Checkthe 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 toss. 240.14a-11(c) orss. 240.14a-12
. . . . . . . . . . . . . iSHOPPER.COM, INC. . . . . . . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. 1) Title of each class of securities to which transaction
applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
iSHOPPER.COM, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 16, 2000
To the Shareholders:
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
iShopper.com, Inc. ("the Company") will be held at 8722 South 300 West, Suite
106, Sandy, Utah 84070, on June 16, 2000, at 10:00 a.m. local time, for the
following purposes:
1. To elect four directors, each to serve a one year term, and until
each of their successors is elected and shall qualify; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 28,
2000, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting of Shareholders, and only
shareholders of record at such date will be so entitled to notice and to vote.
Your vote is important. Please sign and date the enclosed Proxy and return it
promptly in the enclosed return envelope whether or not you expect to attend the
meeting. You may revoke your Proxy and vote in person should you decide to
attend the meeting.
By Order of the Board of Directors,
Tom Maher, Secretary
April 28, 2000
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN,
AND RETURN THE ENCLOSED PROXY WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. A PROXY IS REVOCABLE AT ANY TIME PRIOR TO THE VOTING OF THE PROXY, BY
WRITTEN NOTICE TO THE SECRETARY OF THE CORPORATION OR BY VOTING IN PERSON AT THE
MEETING.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF
iSHOPPER.COM, INC.
-----------------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of Proxies by the Board of Directors of iShopper.com, Inc. ("the Company") for
the Annual Meeting of Shareholders ("Annual Meeting") of the Company to be held
on June 16, 2000. The Shareholders of the Company will consider and vote upon
the proposals described herein and referred to in the Notice of the Meeting
accompanying this Proxy Statement.
The close of business on April 28, 2000, has been fixed as the record
date for the determination of the shareholders entitled to notice of, and to
vote at, the Annual Meeting. On such date there were outstanding and entitled to
vote 10,734,935 shares of Common Stock. Each share of Common Stock is entitled
to one vote on each matter to be considered at the Annual Meeting. For a
description of the principal holders of such stock, see "PRINCIPAL HOLDERS OF
COMMON STOCK" below.
Shares represented by Proxies will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying the
contrary will be voted in favor of the Board of Directors' nominees for
directors of the Company.
The Proxies being solicited by the Board of Directors may be revoked by
any shareholder giving the Proxy at any time prior to the Annual Meeting by
giving notice of such revocation to the Company, in writing, at the address of
the Company provided below. The Proxy may also be revoked by any shareholder
giving such Proxy who appears in person at the Annual Meeting and advises the
Chairman of the meeting of his intent to revoke the Proxy.
The principal executive offices of the Company are located at 8722
South 300 West, Suite 106, Sandy Utah 84070. This Proxy Statement and the
enclosed Proxy are being furnished to shareholders on or about April 28, 2000.
<PAGE>
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth information as of April 28, 2000, with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person who, to the knowledge of the Company, is the beneficial owner of more
than 5% of the Company's outstanding Common Stock, (ii) each director and
nominee for director, (iii) each of the executive officers named in the Summary
Compensation Table under "Executive Compensation", and all officers and
directors of the Company as a group.
Number of Shares
Beneficial Owner Beneficially Percent
Owned(1) of Class(2)
- --------------------------------------------------------------------------------
Douglas S. Hackett 2,000,000 18.63%
1900 Alaqua Drive, Longwood, FL 32779
William E. Chipman, Sr. 412,014 (3) 3.77%
7605 North Crest Road, Eagle Mountain, UT 84043
Tom Maher 116,000 6.44%
12073 South Aspen Ridge Dr., Sandy, UT 84094
George Denney 691,667 6.10%
28 Woodside Lane, Freeport, ME 04032
Adam Maher 397,968 3.71%
1560 Harrison Ave., SLC, UT 84105
Clayton Kearl 800,000 (4) 5.59%
11714 South Gambel Oak Circle, Sandy, UT 84092
Troy Kearl 800,000 (5) 5.59%
605 N. Loafer Canyon Road, Elk Ridge, UT 84651
All officers and 3,617,649 (6) 33.63%
directors as a group
(5 persons)
- -----------------------------
1 Except as otherwise indicated, all shares are directly owned with voting
and investment power held by the person named. Amounts shown include, where
applicable, shares subject to presently exercisable options.
2 The percentage shown for each beneficial owner is calculated based upon the
outstanding Common Stock, including shares of Common Stock subject to
presently exercisable options held by such beneficial owner which are
deemed to be outstanding.
3 Includes 200,000 shares subject to presently exercisable options.
4 Includes 200,000 shares of options not presently exercisable.
5 Includes 200,000 shares of options not presently exercisable.
6 Includes 200,000 shares of options, all of which are presently exercisable.
<PAGE>
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Board of Directors
has fixed its number at four members. The incumbent directors were appointed by
the Board of Directors to fill vacancies on the Board.
At the Annual Meeting, the four directors listed below, will stand for
election, each to serve a one year term and thereafter until his successor is
elected and shall qualify.
In the absence of instructions to the contrary, the persons named in
the Proxy will vote the Proxy's FOR the election of the nominees listed below,
unless otherwise specified in the Proxy. The Board of Directors has no reason to
believe that its nominees will be unable to serve, but if any of the nominees
should be unable to serve, the Proxy will be voted for such other persons as the
Board of Directors shall recommend.
Certain information concerning the nominees to the Board of Directors.
<TABLE>
<CAPTION>
Served As
Nominee Age Company Position Held Director Since
------- --- --------------------- --------------
<S> <C> <C> <C>
Douglas S. Hackett 36 President, Chief Executive Officer and Director 11/99
George Denney 62 Chairman of the Board and Director 10/99
William E. Chipman, Sr. 54 Chief Financial Officer and Director 10/99
Adam Maher 26 Executive Vice President and Director 10/99
</TABLE>
Compensation of Directors
- -------------------------
The Company does not pay any fees for attendance at Board or committee
meetings.
Board and Committee Meetings
- ----------------------------
There were two meetings of the Board of Directors held during the last
fiscal year. All of the directors attended at least 75 percent of the meetings.
The Board of Directors has established a Compensation Committee whose members
are Douglas S. Hackett, George Denney and Doug Cole. The Committee met two times
in 1999. The Board has also established an Audit Committee whose members are
William E. Chipman, Sr., George Denney and Doug Cole. The Committee met two
times in 1999.
Executive Officers, Directors and Significant Employees
- -------------------------------------------------------
Certain information regarding the business experience of the current
executive officers, directors and significant employees is set forth below:
Douglas S. Hackett. Since November 1999, Mr. Hackett has served as the
President, Chief Executive Officer and a Director of the Company. From February
1996 to October 1999 Mr. Hackett was employed by Fortune Financial Systems, Inc.
in several different capacities. During his tenure at Fortune he also guided the
marketing efforts to build one of the largest and most successful online malls.
From May 1998 to January 1996, Mr. Hackett worked as Executive Vice President
for the Charles Givens Companies. Mr. Hackett has also worked in electronic and
broadcast media as a creator of several nationally syndicated programs,
including "Baseball Sunday with Joe Garagiola," "Football Sunday" and "NBA
Basketball Sunday." He has served as president and general manager of KGU and
KTSS in Honolulu and WTIX in New Orleans.
George Denney. Since October 1999, Mr. Denney has served as the
Chairman of the Board and a Director of the Company. Mr. Denney currently works
as Chairman Emeritus of Cole-Haan, a company of international footwear and
accessories that was founded by him in 1975. In addition to his duties at
Cole-Haan, Mr. Denney sits on the board of a number of companies and
associations, such as Hathaway, Inc., Footwear Industries of America.
William E. Chipman, Sr. Since October 1999, Mr. Chipman has served as
Chief Financial Officer and a Director of the Company. From June 1998 to
September 1999, Mr. Chipman worked as a financial consultant for several
companies. From February 1997 to May 1998, Mr. Chipman served as Chief Financial
Officer and Director of Mergers and Acquisitions for World Wireless
Communications, Inc. From October 1994 to February 1997, Mr. Chipman served as
Chief Financial Officer and Director for Digital Radio Communications, Inc. and
MHB Technology, Inc. Mr. Chipman has an extensive accounting and mergers and
acquisition background.
Tom Maher. Since September 1999, Mr. Maher has served as Chief
Operating Officer and Secretary for the Company. From January 1994 to August
1999, Mr. Maher was Executive Vice President of Sales and Marketing for Logotel,
which sold license and printed sportswear. Mr. Maher held executive management
positions with JC Penney, May Company and Levi Strauss & Company. In these
capacities, Mr. Maher worked extensively in the area of business development,
operations and marketing.
Adam Maher. Since October 1999, Mr. Maher has served as Executive Vice
President and a Director for the Company. From July 1998 to September 1999, Mr.
Maher was President of Outbound Enterprises, Inc. where he was responsible for
all day-to-day operations of this direct sales company. Mr. Maher was
responsible for growing the company from zero to over 4 million in sales. From
January 1998 to June 1998, Mr. Maher served as Vice President of Business
Development at Cyberworks Institute. From October 1996 to January 1998, Mr.
Maher was Sales Manager at Galaxy Enterprises.
Officers of the Company serve at the discretion of the Board of
Directors or until the next annual meeting of directors.
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
and written representations provided to the Company by its officers, directors
and 10% shareholders, the Company is aware that all of the executive officers
and directors of the Company are delinquent in their filings of Forms 3, 4 and
5.
<PAGE>
EXECUTIVE COMPENSATION
Compensation Summary
- --------------------
The following table sets forth information concerning the cash and
non-cash compensation, paid or to be paid by the Company to its chief executive
officer and to each of its executive officers named below, for the three fiscal
years ended December 31, 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation Compensation
Other Annual All Other
Name and Principal Salary Bonus Compensation Stock Options Compensation
Position Year ($) ($) ($) (1) (Shares) ($)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas S. Hackett, 1999 34,615 (2) 0 0 0 0
President, CEO and Director
</TABLE>
- -------------------------------
1 The Company provides health, dental and other perquisites to each of its
officers but they do not exceed the lesser of $50,000 or 10% of the
officer's total annually salary and bonus.
2 Mr. Hackett commenced employment in November 1999.
No other officer of the Company received total salary and bonus of $100,000 or
more.
Employment Agreements
- ---------------------
The Company has a written employment agreement with Douglas S. Hackett,
President and CEO. The other executive officers do not have written employment
agreements. Salaries for executive officers are subject to increases and the
payment of bonuses upon annual review by the Board of Directors. For the year
2000, salaries for executive officers range from $52,000 to $300,000.
Stock Option and Incentive Plans
- --------------------------------
On April 28, 2000, there were 935,000 shares subject to options
outstanding. The Company does not have any stock option or incentive plans in
place for its employees.
Option Grants in Last Fiscal Year
There were no options granted to the Company's named
officers during 1999.
Option Exercises During 1999 and
1999 Year-End Value Table
None of the named officers have any options.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
125,000 shares of the Company's Common Stock were issued for all of the
outstanding shares of ECenter, Inc. ("Ecenter") which was merged into the
Company as of October 7, 1999. Of these 125,000 shares, 25,000 were issued to
George Denney, Chairman of the Board and Director, 15,500 shares were issued to
Adam Maher, Executive Vice President and Director and 10,000 shares were issued
to Tom Maher, Secretary. At the time of the transaction, ECenter was not
affiliated with the Company. ECenter was the parent company of iShopper Internet
Services, Inc. and Outbound Enterprises, Inc. These two subsidiaries accounted
for substantially all of the Company's revenues in 1999. In contemplation of the
transaction, options for 2,600,000 shares of the Company's Common Stock were
issued at an exercise price of $.01 per share, options for 350,000 shares were
issued to George Denney, Chairman of the Board and Director, options for 480,500
shares were issued to Adam Maher, Executive Vice President and Director, options
for 310,000 shares were issued to Tom Maher, Secretary and 100,000 shares were
issued to William E. Chipman, Sr., CFO and Director. These options were
exercised during November and December 1999.
NowSeven.com, Inc. was acquired on November 1, 1999, for 1,000,000
shares of the Company's Common Stock. At the time of the transaction, NowSeven
was unaffiliated with the Company. In connection with the transaction, 1,000,000
shares of the Company's Common Stock were issued for services and as a signing
bonus for Douglas S. Hackett to become the president of the Company.
Stinkyfeet.com, Inc. was acquired on January 31, 2000, for 7,500 shares
of the Company's Common Stock and cash of $40,000. At the time of the
transaction, Stinkyfeet was unaffiliated with the Company.
Uniq Studios, Inc. was acquired on April 4, 2000, for 1,500,000 shares
of the Company's Common Stock and options to purchase 500,000 shares of Common
Stock, exercisable at $7.60 per share. At the time of the transaction, Uniq was
unaffiliated with the Company.
Totalinet.net, Inc. was acquired on April 7, 2000, for 200,000 shares
of the Company's Common Stock. At the time of the transaction, Totalinet was
unaffiliated with the Company.
In all of the transactions listed above, the Company believes that the
cost of the assets to the sellers was nominal.
RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has not yet selected the independent public
accountants for the Company for the fiscal year ending December 31, 2000.
Crouch, Bierwolf & Chisholm served as the Company's independent public
accountants for the fiscal year ended December 31, 1999.
Representatives of Crouch, Bierwolf & Chisholm are expected to attend
the 2000 Annual Meeting and will have an opportunity to make a statement if they
desire to do so, and they will be available to answer appropriate questions from
shareholders.
<PAGE>
SHAREHOLDER PROPOSALS
If a shareholder wishes to present a proposal at the 2001 Annual
Meeting of Shareholders, the proposal must be received by iShopper.com, Inc.,
8722 South 300 West, Suite 106, Sandy, Utah 84070 prior to January 31, 2001. The
Board of Directors will review any proposal which is received by that date and
determine whether it is a proper proposal to present to the 2001 Annual Meeting.
VOTE REQUIRED
A majority of the 10,734,935 issued and outstanding shares of Common
Stock of the Company shall constitute a quorum at the Annual Meeting. Under the
Company's Bylaws, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at the Annual Meeting provided a quorum
is present. The affirmative vote of at least a majority of the shares
represented at the meeting is required for all other proposals to come before
the meeting.. If a shareholder abstains from voting certain shares, those shares
will be treated as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions, however, will not be
considered as votes cast either for or against a particular matter. The Company
intends to treat shares referred to as "broker non-votes" (i.e., shares held by
brokers or nominees as to which the broker or nominee indicates on a proxy that
it does not have discretionary authority to vote) as shares that are present and
entitled to vote for purposes of determining the presence of a quorum. Broker
non-votes will not be considered as votes cast either for or against a
particular matter.
Votes cast by shareholders who attend and vote in person or by proxy at
the Annual Meeting will be counted by inspectors to be appointed by the Company
(it is anticipated that the inspectors will be employees, attorneys or agents of
the Company).
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present and has not been informed that any other
person intends to present, a matter for action at the Annual Meeting other than
as set forth herein and in the Notice of Annual Meeting. If any other matter
properly comes before the meeting, it is intended that the holders of Proxies
will act in accordance with their best judgment. The Board of Directors may read
the minutes of the last Annual Meeting of Shareholders and make reports, but
shareholders will not be requested to approve or disapprove such minutes or
reports.
In addition to the solicitation of Proxies by mail, certain of the
officers and employees of the Company, without extra compensation, may solicit
Proxies personally or by telephone. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting materials to
the beneficial owners of Common Stock held of record and will reimburse such
persons for forwarding such material. The cost of this solicitation of Proxies
will be borne by the Company.
<PAGE>
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO
THE COMPANY, ATTENTION: INVESTOR RELATIONS, ISHOPPER.COM, INC., 8722 SOUTH 300
WEST, SUITE 106, SANDY, UTAH 84070. Copies of the Company's 1999 Form 10-KSB
without exhibits is being mailed with this Proxy Statement. Additional copies
may also be obtained by writing to the address given above.
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying notice and described in
this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed
envelope, which requires no postage if mailed in the United States. A prompt
return of your Proxy will be appreciated.
By Order of the Board of Directors
Date: April 28, 2000
Tom Maher, Secretary
<PAGE>
PROXY
iSHOPPER.COM, INC.
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints William E. Chipman, Sr. and Tom Maher and each
of them as Proxies, with full power of substitution, and hereby authorizes them
to represent and vote, as designated on the reverse, all shares of Common Stock
of the Company held of record by the undersigned on April 28, 2000, at the
Annual Meeting of Shareholders to be held at the Company's corporate offices at
8722 South 300 West, Suite 106, Sandy, Utah 84070, on June 16, 2000, at 10:00
a.m., local time, or at any adjournment thereof.
(To Be Signed On Reverse Side.)
[X] Please mark your votes as in this example.
For Withheld Nominees:
1. Election of Directors. [ ] [ ] Douglas S. Hackett
George Denny
William E. Chipman, Sr.
Adam Maher
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
For Against Abstain
2. In their discretion, the Proxies are [ ] [ ] [ ]
authorized to vote upon such other
business as may properly come before
the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
Please sign and date this Proxy where shown below and return it promptly:
No postage is required if this Proxy is returned in the enclosed envelope and
mailed in the United States.
SIGNATURE(S) ____________________________________________ DATE _________________
Note: Please sign above exactly as the shares are issued. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give the full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
