SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
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<CAPTION>
<S> <C>
[ ] Preliminary information statement [ ]1 Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
|X|2 Definitive information statement
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PRINTONTHENET.COM, INC.
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(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[ ]3 $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ]4 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
|X|5 Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PRINTONTHENET.COM, INC.
4491 South State Road 7, Suite 200
Fort Lauderdale, Florida 33314
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of PrintOnTheNet.com, Inc., a Delaware corporation, in connection
with the prior approval by our Board of Directors, and receipt by the Board of
approval by written consent of the holders of a majority of our outstanding
shares of common stock, of an amendment to our Restated Certificate of
Incorporation to increase the authorized capital stock from 50,000,000 shares to
90,000,000 shares, which will include an increase in the authorized shares of
common stock, par value $.001 (the "Common Stock"), to 80,000,000 shares from
40,000,000 shares. Accordingly, all necessary corporate approvals in connection
with the matters referred to herein have been obtained. This Information
Statement is furnished solely for the purpose of informing shareholders in the
manner required under the Securities Exchange Act of 1934, as amended, of these
corporate actions before they take effect.
This Information Statement is being first sent to stockholders on or
about January 18, 2000. We anticipate that the actions will take effect on or
about February 7, 2000.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INCREASE IN AUTHORIZED CAPITAL STOCK
The Board of Directors of PrintOnTheNet.com, Inc., on December 20,
1999, approved an Amendment to our Restated Certificate of Incorporation (the
"Amendment") to increase our authorized capital stock to 80,000,000 shares of
Common Stock from 40,000,000 shares of Common Stock. No change is to be made to
the authorized number of shares of our Preferred Stock. Our Board of Directors
believes that it is advisable and in our best interests to have available
additional authorized but unissued shares of Common Stock in an amount adequate
to facilitate the raising of additional capital through the private sale of our
capital stock (including in connection with the private placement (the "Private
Placement") discussed below) and to provide for our future needs.
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VOTE REQUIRED
The vote which was required to approve the Amendment was the
affirmative vote of the holders of a majority of our voting capital stock. Each
holder of our Common Stock is entitled to one (1) vote for each share held. The
record date for purposes of determining the number of outstanding shares of
Common Stock of the Company, and for determining stockholders entitled to vote,
is the close of business on January 5, 2000 (the "Record Date").
As of the Record Date, the Company had outstanding 27,560,456 shares of
Common Stock. Holders of the shares have no preemptive rights. All outstanding
shares are fully paid and nonassessable. The transfer agent for the Common Stock
is Florida Atlantic Stock Transfer, Inc., Tamarac, Florida.
VOTE OBTAINED
SECTION 228 OF THE DELAWARE GENERAL CORPORATION LAW
Section 228 of the Delaware General Corporation Law (the "Delaware
Law") provides that the written consent of the holders of the outstanding shares
of voting capital stock, having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, may be substituted for
such a special meeting. Pursuant to Section 242 of the Delaware Law and the
Bylaws of the Company, a majority of the outstanding shares of voting capital
stock entitled to vote thereon is required in order to amend the Restated
Certificate of Incorporation. In order to eliminate the costs and management
time involved in holding a special meeting and in order to effect the Amendment
as early as possible in order to accomplish the purposes of the Company as
hereafter described, the Board of Directors of the Company voted to utilize, and
did in fact obtain, the written consent of the holders of a majority in the
interest of the voting capital stock of the Company. Accordingly, the
stockholders will not be asked to take action on the Amendment at any future
meeting.
Pursuant to Section 228 of the Delaware Law, the Company is required to
provide prompt notice of the taking of the corporate action without a meeting to
the stockholders of record who have not consented in writing to such action.
This Information Statement is intended to provide such notice. No dissenters' or
appraisal rights under the Delaware Law are afforded to the Company's
stockholders as a result of the approval of the Amendment.
THE PRIVATE PLACEMENT
We intend to commence a Private Placement to raise gross proceeds of up
to a maximum of $5.0 million (plus an overallotment option of an additional $1.0
million). In the Private Placement, we will be offering up to a total of
1,704,540 shares of a newly designated series of preferred stock at $3.52 per
share. The preferred stock will be convertible into our Common Stock on a
ten-for-one basis. We intend to use the proceeds from the Private Placement for
website development, research and development, acquisitions and working capital.
<PAGE>
In a related transaction, we sold for $100,000 five-year warrants (the
"Advisory Warrants") to purchase 6,000,000 shares of Common Stock at an exercise
price of $.10 per share to the placement agent of the Private Placement and its
affiliates in connection with investment banking and advisory services. In
connection with the Private Placement, in addition to the other fees to be paid
to the placement agent, we will issue to the placement agent five-year warrants
(the "Agent's Warrants") to purchase, at an exercise price of $3.52 per share,
the number of shares of preferred stock which equals 10% of the shares sold in
the Private Placement.
The following table summarizes Common Stock issued, reserved or
to-be-reserved assuming all contemplated transactions occur as presently
planned:
Currently outstanding shares 27,560,456
Private Placement Preferred Stock 17,045,400
Advisory Warrants 6,000,000
Agent's Warrants 1,704,540
Employee Incentive Plan 4,000,000
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Total 56,310,396
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the Record Date, 27,560,456 shares of Common Stock were
outstanding. Each share of Common Stock is entitled to one vote on all matters
submitted to a vote by stockholders. The consent of the holders of a majority of
the outstanding shares of Common Stock was required to approve the Amendment.
The following table sets forth the number of shares, based on information
obtained from the persons named below, of the Common Stock of the Company
beneficially owned as of the Record Date by owners of more than 5% of the
Company's Common Stock, and all officers and directors of the Company
individually and as a group.
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Name and Address of Amount and Nature Percent of Class3
Beneficial Owner1 of Beneficial
Ownership2, 3
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Benjamin Rogatinsky 11,260,825 40.86%
(Director, Chairman of the Board and
Chief Executive Officer)
Samuel Rogatinsky 11,260,825 40.86%
(Director and President)
Paul Lambert 1,185,350 4.30%
(Director)
Robert Norris 0 0
(Chief Financial Officer) 4
All officers and directors as a group4 23,707,000 86.02%
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<PAGE>
By Order of the Board of Directors
/s/ Benjamin Rogatinsky
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Benjamin Rogatinsky
Chairman
January 18, 2000
Fort Lauderdale, Florida
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1 The address of each of the persons listed above is in care of the Company
at 4491 South State Road 7, Suite 200, Fort Lauderdale, Florida 33314.
2 Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
stock beneficially owned by them.
3 Based upon 27,560,456 shares of Common Stock outstanding as of the Record
Date. Does not include options or warrants which may not be exercisable
within 60 days, including the 6,000,000 Advisory Warrants sold to the
placement agent of the Private Placement and its affiliates.
4 Does not include 125,000 shares of the Company's Common Stock that may be
issued upon the exercise of outstanding options which are not exercisable
within 60 days.
