ADEN ENTERPRISES INC
PRER14A, 2000-01-26
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                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934
                               (Amendment No. 1)

Filed by the registrant                    [X]
Filed by a party other than the registrant [_]

Check the appropriate box:
[X]  Preliminary proxy statement
[_]  Definitive proxy statement
[_]  Definitive additional materials
[_]  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                             ADEN ENTERPRISES, INC.
               (Name of Registrant as Specified in its Charter)

                             ADEN ENTERPRISES, INC.
                  (Name of Person(s) Filing Proxy Statement)


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  (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>





<PAGE>



                             ADEN ENTERPRISES, INC.

                                                                 Omaha, Nebraska
                                                              January     , 2000

Dear Shareholder:

         Shareholders  of record as of December 31, 1999 are  encouraged to vote
on the enclosed proposal,  which amends the Company's Articles of Incorporation,
increasing the total number of shares of the Company's common stock.

         The  Board  of  Directors  has  approved  this  amendment,  subject  to
shareholder approval. Management encourages a vote FOR this proposal.

         I urge you to sign, date, and promptly return the enclosed proxy in the
enclosed postage-paid envelope.

         To  complete  this vote,  the  Company  will hold a special  meeting of
shareholders  of Aden  Enterprises,  Inc.,  which will be held on [day of week],
______, 2000, at _________,  Omaha, Nebraska.  Please note that the only item on
the agenda for this  meeting  will be voting on this  amendment.  This will be a
brief, business-only meeting, with no other matters to be discussed.

         Other than matters  directly  relating to the proposed  amendment,  the
management  of the  Company  will be  making  no  presentations  at the  special
meeting,  and  senior  members  of  management  may  not  be in  attendance.  We
anticipate the actual meeting will take no longer than 10 minutes.

         If you decide to attend this  special  meeting and vote in person,  you
will of course have that opportunity.

         On  behalf of the  Board of  Directors,  I would  like to  express  our
appreciation for your continued interest in the affairs of the Company.

                                   Sincerely,

                                       /s/ Michael S. Luther

                                       Michael S. Luther
                                       Chairman and Chief Executive Officer


<PAGE>



                             ADEN ENTERPRISES, INC.
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                               _______, 2000

To the Shareholders:


         A special meeting of the shareholders of Aden Enterprises, Inc. will be
held at __________,  Omaha,  Nebraska,  on ________,  2000, at 8:00 a.m. for the
following purposes:

     1.   To  consider  and vote  upon a  proposed  amendment  to the

Company's

          Articles of Incorporation to increase the authorized
 common stock from

          100,000,000 to 750,000,000 shares; and


         2.       To transact  such other  business as may properly  come before
                  the meeting.




<PAGE>




         Only  shareholders  of record at the close of business on December  31,
1999 are entitled to notice of, and to vote at, this meeting.


                       BY ORDER OF THE BOARD OF DIRECTORS

                                         /s/ Judith E. Sundberg

                                         Judith E. Sundberg
                                    Secretary

Omaha, Nebraska
January ____, 2000

                                   IMPORTANT

         Whether  or not you  expect to attend in  person,  we urge you to sign,
date,  and return the enclosed  Proxy at your  earliest  convenience.  This will
ensure the presence of a quorum at the meeting.  Promptly signing,  dating,  and
returning  the Proxy  will  save the  Company  the  expenses  and extra  work of
additional solicitation.  An addressed envelope for which no postage is required
if mailed in the United  States is enclosed  for that  purpose.  Sending in your
Proxy will not  prevent  you from voting your stock at the meeting if you desire
to do so, as your Proxy is revocable at your option.



<PAGE>



                             ADEN ENTERPRISES, INC.
                                13314 "I" Street
                              Omaha, Nebraska 68137

                       PROXY STATEMENT FOR SPECIAL MEETING
                                 OF SHAREHOLDERS
                          To Be Held ___________, 2000

         This Proxy Statement, which was first mailed to shareholders on January
___, 2000, is furnished in connection  with the  solicitation  of proxies by the
Board of Directors of Aden Enterprises,  Inc. (the "Company"),  to be voted at a
special meeting of the  shareholders of the Company,  which will be held at 8:00
a.m. on ___________, 2000, at ______, Omaha, Nebraska, for the purpose set forth
in the accompanying Notice of Special Meeting of Shareholders.  Shareholders who
execute  proxies  retain  the  right to  revoke  them at any  time  prior to the
exercise of the powers  conferred  thereby,  by delivering a signed statement to
the Secretary of the Company at or prior to the special  meeting or by executing
another proxy dated as of a later date.

         The cost of  solicitation  of  proxies  is to be borne by the  Company.
Shareholders  of record at the close of business  on  December  31, 1999 will be
entitled to vote at the meeting on the basis of one vote for each share held. On
December 31, 1999,  there were  81,000,000  shares of common stock  outstanding,
held of record by approximately 223 shareholders.

               PROPOSAL: APPROVAL OF AN AMENDMENT TO THE COMPANY'S
                            ARTICLES OF INCORPORATION

         The  Board  of  Directors  has  approved,  and is  recommending  to the
Shareholders for approval at the Special Meeting,  an amendment to Article IV of
the  Company's  Articles of  Incorporation  to increase  the number of shares of
Common  Stock  which the  Company is  authorized  to issue from  100,000,000  to
750,000,000.  The Board of Directors determined that this amendment is advisable
and should be considered at the Special Meeting to be held ______, 2000. The


<PAGE>



full text of the  proposed  amendment to the  Articles of  Incorporation  is set
forth below.

Purposes and Effects of Proposed Increase in the Number of Authorized Shares of
Common Stock

         The proposed  amendment  would  increase the number of shares of Common
Stock which the Company is authorized to issue from  100,000,000 to 750,000,000.
The  additional  650,000,000  shares  would be a part of the  existing  class of
Common Stock and, if and when issued,  would have the same rights and privileges
as the shares of Common Stock presently issued and outstanding.  At December 31,
1999, 81,000,000 shares of Common Stock were outstanding. The Board of Directors
believes it is  desirable  to increase  the number of shares of Common Stock the
Company is  authorized  to issue to meet  commitments  of the Company  described
below and to provide the Company with adequate flexibility in the future.

         The  Company has made  various  commitments  to issue  shares of Common
Stock  subject  to  approval  of the  proposed  amendment  to  Article IV of the
Company's  Articles  of  Incorporation.   The  Company  is  committed  to  issue
58,000,000 shares of Common Stock to MercExchange,  LLC in consideration for the
conveyance of certain intellectual property rights. The Company has committed to
issue to certain investors in the aggregate 30,788,383 shares of Common Stock at
$0.24087643454  per share,  19,000,000  of which  shares will be issued from the
Company's currently  authorized shares and the balance will be issued subject to
approval of the proposed  amendment to Article IV of the  Company's  Articles of
Incorporation.  The  Company  has  also  committed  to  reissue  to  Mr.  Luther
38,438,316 shares of Common Stock and to Mr. Koch 13,366,188 shares of Common


<PAGE>



Stock. The Company has also issued, or has committed to issue, to certain of its
creditors, vendors and employees warrants to purchase 289,039,968 shares of
Common Stock, including warrants granting Mr. Koch the right to purchase in the
aggregate 93,000,000 shares of Common Stock and Mr. Luther the right to purchase
in the aggregate 50,000,000 shares of Common Stock. See "INFORMATION REGARDING
BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND MANAGEMENT."

         Under  California  law,  the  proposed  amendment  cannot  occur unless
Shareholders  approve  the  proposed  amendment  to Article IV of the  Company's
Articles of Incorporation. The proposed amendment to Article IV would permit the
issuance of additional  shares up to the new 750,000,000  maximum  authorization
without further action or authorization  by Shareholders.  The Board believes it
is prudent for the Company to have this flexibility. The holders of Common Stock
of the  Company are not  entitled to  preemptive  rights or  cumulative  voting.
Accordingly,  the issuance of  additional  shares of Common Stock might  dilute,
under certain  circumstances,  the ownership and voting rights of  Shareholders.
The  proposed  increase  in the number of shares of Common  Stock the Company is
authorized  to issue is not  intended  to  inhibit  a change in  control  of the
Company.  The  availability  for issuance of  additional  shares of Common Stock
could  discourage,  or make more  difficult,  efforts  to obtain  control of the
Company.  For  example,  the  issuance of shares of Common  Stock in a public or
private  sale,  merger,  or similar  transaction  would  increase  the number of
outstanding shares, thereby possibly diluting the interest of a party attempting
to obtain  control of the  Company.  The  Company is not aware of any pending or
threatened efforts to acquire control of the Company.

Effective Date of Proposed Amendment

         The proposed  amendment to Article IV of the Articles of  Incorporation
of the Company,  if adopted by the required  vote of  Shareholders,  will become
effective on the date on which  Articles of Amendment to the Company's  Articles
of Incorporation are filed with the Secretary of State of the State of


<PAGE>



California.

Amendment to Articles of Incorporation

         If  approved,  Article IV of the  Company's  Articles of  Incorporation
would be amended to read as follows:

                                       IV

         The  corporation  is  authorized  to issue  only one class of shares of
stock;  and the total number of shares which this  corporation  is authorized to
issue is 750,000,000.

Vote Required and Board Recommendation

         The affirmative vote of holders of a majority of the Shares entitled to
vote at the  meeting is  required  to approve  the  proposed  amendment.  If the
amendment  is not  approved  by the  shareholders,  the  Company's  Articles  of
Incorporation,  which  authorizes the issuance of  100,000,000  shares of Common
Stock, will continue in effect. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION.



<PAGE>



                 INFORMATION REGARDING BENEFICIAL OWNERSHIP OF
               PRINCIPAL SHAREHOLDERS, DIRECTORS, AND MANAGEMENT

         The following  table sets forth  information  regarding the  beneficial
ownership of the Company's common shares by shareholders  holding or controlling
five percent (5%) or more of its outstanding voting securities.
<TABLE>
<CAPTION>


                                                      Amount of

                                                     Beneficial

                                                    Ownership of

                                                  Common Stock as            Percent of
Name and Address                                   of 12/31/1999               Total

- ----------------                                   -------------               -----

<S>                                               <C>                        <C>

Michael S. Luther (1) .....................           9,414,353              11.62%
1611 So. 91st Avenue
Omaha, Nebraska 68124

Daniel A. Koch (2) ........................             143,169               0.18%
12905 Lafayette Ave
                   =
Omaha, Nebraska 68154

MercExchange, LLC(3) ......................                   0               0.00%
8408 Washington Avenue
Alexandria, VA 22309

Anders Ulegard (4) ........................           4,085,278               5.04%
c/o Quaestus Ltd.
38 Route de Malagnon
CH-1208


<PAGE>



Geneva, Switzerland

</TABLE>

         The following  table sets forth  information  regarding the  beneficial
ownership of the Company's  common shares by its directors,  the Company's Chief
Executive  Officer and the four other highest paid executive  officers,  and the
directors and executive officers as a group.

<TABLE> <CAPTION>


                                                            Amount of

                                                            Beneficial

                                                           Ownership of

                                                          Common Stock as  Percent of
Name and Address                                          of 12/31/1999      Total

- ----------------                                          -------------      -----

<S>                                                       <C>              <C>

Michael S. Luther (1) ................................      9,414,353        11.62%
Chairman and Chief Executive Officer
1611 So. 91st Avenue
Omaha, Nebraska 68124

Judith E. Sundberg ...................................      1,771,853         2.19%
Director
c/o 13314 "I" Street
Omaha, Nebraska 68137

Donald E. Rokusek ....................................      1,142,857         1.41%
Director
c/o 13314 "I" Street
Omaha, Nebraska 68137

Thomas Woolston (3) ..................................              0         0.00%
Chief Technology Officer
8408 Washington Avenue
Alexandria, VA 22309

Directors and Executive Officers as a group ..........     12,329,063        15.22%
(4 individuals)

</TABLE>

(1) In order to issue shares of Common Stock with respect to certain commitments
made to various third parties,  the Company  redeemed  38,438,316  shares of its
Common Stock from Mr.  Luther.  The Company  committed to reissue such shares to
Mr.



  Luther  subject  to the  approval  of the  amendment  to  Article IV of its
Articles of

  Incorporation.  Furthermore,  on September  21,  1999,  the
 Company

agreed to issue a warrant to Mr.  Luther  which grants him the right to
 purchase

50,000,000  shares of Common  Stock at an exercise  price of $0.15 per



<PAGE>




 share. This

warrant expires on September 21, 2001. At the time this warrant was
 issued,  the

fair market value of each share of Common Stock was  determined by

 the Company's

board of directors to be $0.038. This warrant is also subject to
 the approval of
the amendment to Article IV of the Company's Articles of
 Incorporation.


(2) In order to issue shares of Common Stock with respect to certain commitments
made to various third parties,  the Company  redeemed  13,366,188  shares of its
Common Stock from Mr. Koch. The Company  committed to reissue such shares to Mr.
Koch subject to the  approval of the  amendment to Article IV of its Articles of
Incorporation as set forth herein. On November 15, 1998, the Company agreed to

<PAGE>



issue a warrant to Mr. Koch which  grants him the right to  purchase  43,000,000
shares of Common  Stock at an  exercise  price of $0.001 per share.  At the time
this warrant was issued, the fair market value of each share of Common Stock was
determined  by the  Company's  board of  directors  to be $0.011.  This  warrant
expires on November 14, 2000. On September 21, 1999, the Company agreed to issue
a warrant to Mr. Koch which grants him the right to purchase  50,000,000  shares
of  common  stock at an  exercise  price of $0.15  per  share.  At the time this
warrant was  issued,  the fair  market  value of each share of Common  Stock was
determined  by the  Company's  board of  directors  to be $0.038.  This  warrant
expires on  September  21,  2001.  Each of the  warrants is also  subject to the
approval  of  the  amendment  to  Article  IV  of  the  Company's   Articles  of
Incorporation.

(3) Subject to the  approval  of the  amendment  to Article IV of the  Company's
Articles of  Incorporation as set forth herein,  MercExchange,  LLC will receive
58,000,000  shares  of the  Company's  Common  Stock  in  consideration  for the
conveyance  of certain  intellectual  property  rights.  MercExchange,  LLC is a
Virginia limited liability company owned and controlled by Thomas Woolston,  the
Company's Chief Technology Officer.

(4) Mr. Ulegard beneficially owns directly 1,128,611 shares of Common Stock. Mr.
Ulegard's  affiliates,  Quaestus  Ltd.  and  Quaestus  Life  International  Ltd.
("Quaestus  Life"),  beneficially  own 1,220,000 and 1,736,667  shares of Common
Stock,  respectively.  On November 15, 1998,  the Company agreed to issue to Mr.
Ulegard a warrant to purchase in the aggregate 20,000,000 shares of Common Stock
at an exercise  price of $0.001 per share.  At the time this warrant was issued,
the fair  market  value of each  share of  Common  Stock was  determined  by the
Company's board of directors to be $0.011.  This warrant expires on November 14,
2000.  In  addition,  the  Company  agreed  on  November  1,  1999,  to issue to
affiliates of Mr. Ulegard, Quaestus S.A. and Quaestus Life, warrants to purchase
in the  aggregate  3,842,096  shares  of  Common  Stock at $0.20  per  share and
warrants to purchase in the  aggregate  522,000  shares of Common Stock at $0.15
per share. At the time these warrants were issued, the fair market value of each
share of Common Stock was  determined by the Company's  board of directors to be
$0.044.  These  warrants  expire on October 31, 2001.  Each of these warrants is
subject  to  the  approval  of  the  amendment  to  the  Company's  Articles  of
Incorporation increasing the number of authorized shares of capital stock. Under
agreements dated as of December 31, 1999, Quaestus Ltd.

 has also acted as agent

for certain  investors in the Company who purchased in
 the aggregate  30,788,383
shares of Common Stock at $0.24087643454  per share,
  19,000,000 of which shares
will be issued from the Company's  currently
  authorized  shares and the balance



<PAGE>




will be issued  subject to approval of the
 proposed  amendment to the  Company's

Articles of Incorporation  increasing the number of authorized shares of capital
stock.


<PAGE>



                                    [FRONT]

                                     PROXY

                    FOR SPECIAL MEETING OF THE SHAREHOLDERS

                             ADEN ENTERPRISES, INC.

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned  hereby appoints Michael S. Luther,  Judith E. Sundberg
and Donald E. Rokusek (collectively, the "Proxies"), and each of them, with full
power of  substitution,  as proxies to vote the shares which the  undersigned is
entitled to vote at the Special  Meeting of the  Shareholders  to be held at the
_______,  Omaha,  Nebraska  at  8:00  a.m.  on  ____________,  2000,  and at any
adjournments thereof.

[ ] FOR [ ]  AGAINST  [ ]  ABSTAIN  Proposal  to  approve  an  amendment  to the
Company's  Articles  of  Incorporation  to  increase  the  number  of  shares of
authorized common stock from 100,000,000 to 750,000,000 shares.

         In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the special meeting.



<PAGE>


                                   [REVERSE]

     This proxy when properly signed will be voted in the manner directed herein
by the  undersigned  shareholder.  IF NO DIRECTION  IS MADE,  THIS PROXY WILL BE
VOTED FOR THE PROPOSAL.

                                       ------------------------------
                                    Signature

                                       ------------------------------
                                       Signature, if held jointly


                                       Dated: ____________________, 2000


IMPORTANT  -- PLEASE  SIGN AND RETURN  PROMPTLY.  When  shares are held by joint
tenants,  both should sign. When signing as attorney,  executor,  administrator,
trustee, or guardian,  please give 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 an authorized person.





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