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:
[ ] Preliminary information statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive information statement
PRINTONTHENET.COM, INC.
--------------------------------------------------
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] 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:
----------------------------------------------------------
<PAGE>
PRINTONTHENET.COM, INC.
4491 South State Road 7, Suite 214
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 90,000,000 shares to
235,000,000 shares, which will include an increase in the authorized shares of
common stock, par value $.001 (the "Common Stock"), to 225,000,000 shares from
80,000,000 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.
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 May 17, 2000,
approved an Amendment to our Restated Certificate of Incorporation (the
"Amendment") to increase our authorized capital stock to 225,000,000 shares of
Common Stock from 80,000,000 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.
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 May 16, 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 interest
of the voting capital stock of the Company. Accordingly, the
<PAGE>
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.
INCREASE IN COMMON STOCK AVAILABLE UNDER COMPANY'S STOCK INCENTIVE PLAN
The Board of Directors of the Company, on May 17, 2000, through
unanimous written consent approved an amendment to the Company's 1999 Stock
Incentive Plan increasing the amount of shares of the Company's Common Stock
reserved for options or other rights to purchase such stock pursuant to the
Company's 1999 Stock Incentive Plan. The Board of Directors of the Company
deemed it advisable and in the best interest of the Company to increase the
amount of shares available under the Company's 1999 Stock Incentive Plan from
4,000,000 to 15,000,000 shares of the Company's Common Stock.
THE PRIVATE PLACEMENT
In early June 2000, we commenced a Private Placement to raise gross
proceeds of up to a maximum of $8 million (plus an over allotment option of up
to an additional $3 million). In the Private Placement, we offered up to a total
of 80 Units (each Unit consisting of 50,000 shares of a newly designated series
of preferred stock). The preferred stock will be convertible into our Common
Stock on a twenty-for-one basis. The first tranche of the Private Placement was
closed on June 8, 2000. The Company raised approximately $7 million (net of
offering costs). This amount includes approximately $1.8 million which was
reinvested by subscribers in the Company's rescission offering. The rescission
offering was made to the subscribers of the Company's February Private
Placement. The Company will use the proceeds from the Private Placement in
connection with certain settlement agreements entered into by the Company and
various third parties, as well as for website development, research and
development, acquisitions and working capital.
In connection with the current Private Placement, in addition to the
other fees to be paid to the placement agent, the Company has issued to the
placement agent five-year warrants (the "Agent's Warrants") to purchase, at an
exercise price of $.10 per share, a number of shares of preferred stock
dependent upon the total amount of the shares sold in the Private Placement. In
addition warrants to purchase Common Stock were issued to Neal J. Polan
(4,000,000 shares), Robert Priddy (3,000,000 shares) and Com Vest Capital
Partners, LLC (8,000,000 shares) in connection with the Private Placement.
Warrants to purchase up to 5,000,000 shares of Common Stock have been issued
First Southern Bank (the "Bank") in connection with a settlement agreement
between the Bank and the Company. Additional warrants to purchase up to
1,000,000 shares of Common Stock have been issued to Neal J. Polan, or his
designees, in connection with the Private Placement. These warrants are
exercisable at a price of $.10 per share of Common Stock.
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.
<PAGE>
<TABLE>
<CAPTION>
-------------------------------- ------------------------------- --------------------
Name and Address of Beneficial Amount and Nature of Beneficial
Owner (1) Ownership (2), (3) Percent of Class (%)
-------------------------------- ------------------------------- --------------------
<S> <C> <C>
Benjamin Rogatinsky 11,260,825 41.0
-------------------------------- ------------------------------- --------------------
Samuel Rogatinsky 11,260,825 41.0
-------------------------------- ------------------------------- --------------------
All Officers and Directors as a 82.0%
Group (2 persons)
-------------------------------- ------------------------------- --------------------
</TABLE>
------------------
(1) The address of each of the persons listed above is in care of the Company at
4491 South State Road 7, Suite 214, 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.
