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
Filed by the Registrant [X]
Filed by a party other than the Registrant [__]
Check the 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 to Rule 14a-11(c) or Rule 14a-12
MYWEB INC.COM
--------------------------------------------
(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.
[ ] 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.
<PAGE>
MYWEB INC.COM
Block G, Unit G606, Phileo Damansara
No. 9, Jalan 16/11
Off Jalan Damansara, 46350 Petaling Jaya
Selangor, Malaysia
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 27, 2000
To the Stockholders of MyWeb Inc.com
NOTICE is hereby given that the Annual Meeting (the "Meeting") of
Stockholders of MYWEB INC.COM, a Nevada corporation (the "Company"), will be
held at the offices of Bryan Cave LLP, 245 Park Avenue, New York, New York,
10167, on September 27, 2000, at 10:00 A.M. for the following purposes:
1. To elect seven (7) Directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected.
2. To ratify the selection of Arthur Andersen LLP as the independent auditors
of the Company for the fiscal year ending December 31, 2000.
3. To transact such other business as may properly come before the Meeting or
any adjournments thereof.
All of the above matters are more fully described in the accompanying Proxy
Statement.
The Board of Directors has fixed the close of business on August 25,
2000 as the date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting. A list of stockholders entitled to vote at the
Meeting will be open to examination by stockholders during ordinary business
hours for a period of ten (10) days prior to the Meeting at the executive
offices of the Company, Block G, Unit G606, Phileo Damansara, No. 9, Jalan
16/11, Off Jalan Damansara, 46350 Petaling Jaya, Selangor, Malaysia. The list
will also be available at the Meeting.
By order of the Board of Directors,
NIN CONTRERAS
President and Chief Executive Officer
Selangor, Malaysia
August 30, 2000
--------------------------------------------------------------------------------
IMPORTANT
--------------------------------------------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE DATE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE
MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
--------------------------------------------------------------------------------
<PAGE>
MYWEB INC.COM
Block G, Unit G606, Phileo Damansara
No. 9, Jalan 16/11
Off Jalan Damansara, 46350 Petaling Jaya
Selangor, Malaysia
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
-------------------------
PROXY STATEMENT
Approximate Date of Mailing: August 30, 2000
The enclosed proxy is solicited on behalf of the Board of Directors
(the "Board") of MyWeb Inc.com (the "Company") for use at the Annual Meeting of
Stockholders to be held at the time and place set forth in the foregoing notice
and at any adjournments thereof (the "Meeting"). August 25, 2000 has been fixed
by the Board as the record date for the determination of stockholders (the
"Stockholders") of the Company's common stock, par value $0.01 per share (the
"Common Stock"), entitled to notice of, and to vote at, the Meeting. At the
close of business on August 25, 2000, there were outstanding and entitled to
vote 11,121,357 shares of Common Stock. Proxies in the accompanying form, which
are properly executed and duly returned to the Company and not revoked prior to
exercise, will be voted in accordance with the instructions contained therein.
If a proxy is executed and returned without instructions as to how it is to be
voted, such proxy will be voted in favor of all proposals contained in this
Proxy Statement. Each proxy granted pursuant to this solicitation is revocable
and may be revoked at any time prior to its exercise provided written notice of
revocation is received by the Secretary of the Company prior to the Meeting. A
Stockholder who attends the Meeting in person may, if he or she wishes, vote by
ballot at the Meeting, thereby canceling any proxy previously given by such
Stockholder.
The holders of one-third of the shares of Common Stock issued and
outstanding and entitled to vote at the Meeting, present in person or
represented by proxy, shall constitute a quorum at the Meeting. Any Stockholder
present in person or by proxy at the Meeting who abstains from voting on any
particular matter described herein will nonetheless be counted for purposes of
determining a quorum. For purposes of voting on the matters described herein,
the affirmative vote of (i) a plurality of the shares of Common Stock present or
represented by proxy at the Meeting and entitled to vote is required to elect
management's nominees for election to the Board; and (ii) a majority of the
shares of Common Stock present or represented by proxy at the Meeting and
entitled to vote is required to ratify the selection by the Board of Arthur
Andersen LLP as independent auditors of the Company for the fiscal year ending
December 31, 2000.
With respect to the election of directors, only shares that are voted
in favor of a particular nominee will be counted towards such nominee's
achievement of a plurality. Shares present at the Meeting that are not voted for
a particular nominee, shares present by proxy where the Stockholder properly
withholds authority to vote for such nominee and broker non-votes will not be
counted towards such nominee's achievement of a plurality. With respect to any
of the other matters to be voted upon, if the Stockholder abstains from voting
or directs his or her proxy to abstain from voting, the shares are considered
present at the Meeting for such matter but, since they are not affirmative votes
for the matter, they will have the same effect as votes against the matter. With
respect to broker non-votes on any such matter, the shares are not considered
present at the Meeting for such matter and they are, therefore, not counted in
respect of such matter. Such broker non-votes do have the practical effect of
reducing the number of affirmative votes required to achieve a majority for such
matter by reducing the total number of shares from which the majority is
calculated.
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company are identified in the table
below. Each executive officer of the Company serves at the pleasure of the
Board.
Year Became an
Name Age Executive Officer Positions
Thean Soon Wong 29 1999 Chairman of the Board
Nin Contreras 45 2000 President and Chief Executive
Officer
Victor Fook Ai Ng 52 1999 Treasurer and Secretary
Pan Dong 41 2000 Vice President
ELECTION OF DIRECTORS
(PROPOSAL 1)
At the Meeting, seven directors are to be elected to serve until their
successors are elected and qualified. The Board has designated the individuals
named below as nominees. Proxies received from Stockholders of the Company will
be voted, unless authority to so vote is withheld, for the election of the
Board's nominees. Authority to vote for any or all of the nominees may be
withheld in the manner indicated on the enclosed proxy. If for any reason any of
the nominees for election to the Board becomes unavailable for election, the
proxies solicited will be voted for such other nominees as are selected by the
Board. The Board has no reason to believe that any of the nominees will not be
available or will not serve if elected.
NOMINEES FOR DIRECTORS
Year
First Became
Name Age a Director
---- --- -------------
Thean Soon Wong.......................................... 29 1999
George S. Bayoud, Jr. ................................... 45 1999
Alvin Roy Granoff........................................ 52 1999
Dr. Boh Soon Lim ........................................ 44 2000
Victor Fook Ai Ng........................................ 52 1999
Kasiviswanathan Shanmugam................................ 41 2000
Danny Teow Teck Toe .................................... 29 1999
The Board recommends a vote FOR each of the nominees for election as
directors.
BIOGRAPHICAL INFORMATION
Certain information about the executive officers and the nominees for
election as directors of the Company (the "Directors" or individually, a
"Director") is set forth below. This information has been furnished to the
Company by the individuals named.
Thean Soon Wong has been Chairman of the Company's Board of Directors
since February 1999, and also served as its President and Chief Executive
Officer from February 1999 until March 2000. Mr. Wong was a co-founder of
TecnoChannel Technologies Sdn. Bhd., and was a director of that company from
1997 to March 2000, and, until 1999, its Chief Executive Officer. From 1996
until 1997, Mr. Wong was the executive director of Cybersource Pte. Ltd., a
2
<PAGE>
privately-held Internet consulting firm. Mr. Wong graduated from the National
University of Singapore with a Bachelor's Degree in Electrical Engineering in
1995.
George S. Bayoud, Jr. has been a Director of the Company since November
1999. Mr. Bayoud is the managing partner of Texas Ltd., an investment company.
Mr. Bayoud founded and is the President of Raven Interests of Texas Inc., a real
estate company. Mr. Bayoud is also a member of the Board of Directors of the
Beck Group, a construction and real estate company and of Great Lodge.com. Mr.
Bayoud was previously elected to the board of the Texas National Research
Laboratory Commission (Superconducting Super Collider). In 1996, Mr. Bayoud
served as President of First Southwest Holdings, Inc., a leading investment bank
in the Southwest. Mr. Bayoud is a graduate of St. Mark's School of Texas and the
University of Texas at Austin.
Alvin Roy Granoff has been a Director of the Company since November
1999. Mr. Granoff, an attorney, serves as an executive officer and a director of
Granoff Law Offices PC, the Granoff Company and Texas Stoneleigh Hotel Corp.
From 1983 until 1995, Mr. Granoff served as an elected member of the Texas House
of Representatives. Mr. Granoff holds a Juris Doctor from Southern Methodist
University School of Law and a Bachelor of Arts from Beloit College.
Dr. Boh Soon Lim was elected to the Company's Board of Directors in May
2000. Dr. Lim is currently the Chief Executive Officer and, since April 2000, a
director, of Auric Asset Management Pte. Ltd. and Auric Technology Holdings Pte.
Ltd. Dr. Lim is a director of CSE Systems & Engineering Ltd. and Auric Pacific
Enterprise Pte. Ltd. since January 1999 and March 2000, respectively. From 1991
to 1999, Dr. Lim was a fund manager at a number of companies, including
Rothschild Ventures Asia Pte. Ltd., Prime Partners Assets Management (HK) Ltd.,
and UBS Capital Asia Pacific (S) Limited. Dr. Lim is a Member of the Singapore
Computer Society and Singapore Institute of Management, an Associate Member of
the Royal Aeronautical Society (United Kingdom) and an Elected Member of the
current Executive Committee of the Singapore Venture Capital Association. Dr.
Lim graduated with a Ph.D. in Mechanical Engineering from University of
Strathclyde (United Kingdom) in 1985, has a Graduate Diploma in Marketing
Management from Singapore Institute of Management (Singapore) and a Diploma in
Marketing from Chartered Institute of Marketing (United Kingdom).
Victor Fook Ai Ng has been a Director of the Company since February
1999. Since June 1999, Mr. Ng has served as Treasurer and Secretary of the
Company and, until August 2000, its Chief Financial Officer. From 1989 until
June 1999, Mr. Ng was the general manager (institutional sales) of J.M. Sassoon,
a regional securities brokerage firm headquartered in Singapore. Mr. Ng is a
member of the Board of Directors of The Nanyang Insurance Company Limited,
Asiacabletv.com Inc. and Asiapower Investments Limited. Mr. Ng holds a Bachelor
of Science (Economics) degree and a Masters of Science (Economics) degree from
the University of London.
Kasiviswanathan Shanmugam was elected to the Company's Board of
Directors in May 2000. Mr. Shanmugam is a Partner and Deputy Head of Litigation
at the Singapore law firm of Allen & Gledhill. Since January 1993, Mr. Shanmugam
has served as a director of Eastern Development Pte. Ltd. Mr. Shanmugam has
served as a director of SembCorp Industries Ltd. since July 1998. Mr. Shanmugam
has also served as a director of Asia Food & Properties Ltd. and Golden
Agri-Resources Ltd. since July 1997 and May 1999, respectively. Mr. Shanmugam is
a Fellow of the Singapore Institute of Arbitrators and Chartered Institute of
Arbitrators and serves on the panel of mediators of the Singapore Mediation
Centre. Mr. Shanmugam is also a Member of the Pabek of Accredited Arbitrators of
the Singapore International Arbitration Centre and was appointed a Senior
Counsel of the Singapore Bar in January 1998.
Danny Teow Teck Toe has been a Director of the Company since November
1999. Mr. Toe has been the Chairman of the Board and Chief Executive Officer of
Internet Century Holdings Ltd., an Internet consulting company, since May 2000.
Mr. Toe is also currently a director of Wizoffice.com. Mr. Toe served as the
Company's Chief Operating Officer from April 1999 until March 2000. Mr. Toe was
the co-founder and Chief Operating Officer of TecnoChannel Technologies Sdn.
Bhd. from 1997 until 1999. From 1996 until 1997, Mr. Toe was a senior officer at
the Economic Development Board of Singapore, where he worked at the Enterprise
Development Division. Mr. Toe has also held marketing positions with 3M Inc. in
Singapore. Mr. Toe holds a degree in Electronics Engineering from the National
University of Singapore.
3
<PAGE>
Nin Contreras was appointed President and Chief Executive Officer in
March 2000. Mr. Contreras is an accomplished technology executive with over
twenty years of professional international business experience throughout
Pacific Asia, the United States and Europe. Mr. Contreras was formerly the
general manager of Sunbeam, Latin America, where he had bottom-line
responsibility for the full product portfolio of Sunbeam products in this
region. Prior to that, Mr. Contreras worked 13 years with the Dutch consumer
electronics company, Philips Electronics, where his last position was Director
of Marketing and Sales of Internet television products worldwide. Mr. Contreras
holds a B.Sc. degree from the University of York (UK) and an MBA from IMI
(Geneva, Switzerland).
Pan Dong was appointed Vice President of the Company in March 2000. Mr.
Dong was previously employed by General Electric Company in Shanghai and Beijing
for four years prior to joining the Company. Mr. Dong's previous employment
includes a joint venture with a PVC Window Company, the China Project
Department, China Machinery Import and Export Corporation, National Institute of
Building Materials, Accuride Canada Inc. Mr. Dong was primarily involved in the
implementation and monitoring of operations and productivity issues, business
developments, investment projects, joint ventures and partnerships. Mr. Dong
holds an MBA from the University of Western Ontario, Canada, and a Master of
Science in Industrial Engineering from Wuhan Technology University, China.
No family relationship exists among the officers and directors of the
Company.
COMMITTEES
Committees of the Board of Directors
During the fiscal year ended December 31, 1999 ("fiscal 1999"), the
Company did not have any committees. In May 2000, the Board established an Audit
Committee which is currently composed of Mr. Granoff and Dr. Lim, who also
serves as its Chairman. The functions of the Audit Committee are to review the
adequacy of systems and procedures for preparing the financial statements of the
Company, as well as the suitability of internal financial controls, and to
review and approve the scope and performance of the independent auditors' work.
Meetings of the Board
During fiscal 1999, the Board did not hold any regularly scheduled
meetings. During fiscal 1999, after discussion and consultation, the Board acted
twenty times by written consent of its members. All actions of the Board were by
unanimous consent. Therefore, no member of the Board attended fewer than 75% of
the meetings of the Board. The Company's Directors discharge their
responsibilities throughout the year, not only at Board meetings or by written
consent, but also through personal meetings and other communications, including
telephone contacts with the Chairman, President and Chief Executive Officer, the
Company's other officers and other individuals regarding matters of interest and
concern to the Company.
Compensation Committee Interlocks and Insider Participation
None
4
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth each person known to the Company to be
the beneficial owner of more than 5% of the outstanding Common Stock of the
Company as of August 17, 2000. Beneficial ownership has been determined for
purposes herein in accordance with Rule 13d-3 of the Exchange Act, under which a
person is deemed to be the beneficial owner of securities if such person has or
shares voting power or investment power in respect of such securities or has the
right to acquire beneficial ownership within 60 days.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Direct Interest Indirect Interest Total Interest
Shareholders No. of Shares No. of Shares No. of Shares (%)
-------------------------------------------------------------------------------------------------------------------
Holders of 5% or more
Neutron Enterprises Inc. (1) 863,800 - 863,800 7.76
Incubator 2, Unit G3
Technology Park Malaysia
57000 Kuala Lumpur, Malaysia
Meng Fui Cheah 67,000(2) 811,000(3) 878,000 7.89
33 Jln Yap Ah Shak,
Suite 10-01 Level 10
50300 Kuala Lumpur, Malaysia
Dr. Ahmad Mustaffa Babjee 20,000(4) 850,000(5) 870,000 7.82
Incubator 2, Unit G3,
Technology Park Malaysia
57000 Kuala Lumpur, Malaysia
Free Earth Investments Ltd. (6) 789,550 - 789,550 7.09
612, Telok Blangah Road
#01-03, Fairways Condominium
Singapore
Star Channel Systems Sdn. Bhd. (7) 2,675,950 - 2,675,950 24.06
Incubator 2, Unit G3
Technology Park Malaysia
57000 Kuala Lumpur, Malaysia
</TABLE>
-------
Note:
(1) Neutron Enterprises is a company which is 50.1% owned by Mr. Sim Chew Gaik.
(2) Includes 20,000 shares which Mr. Cheah has the right to acquire within 60
days.
(3) Owned of record by Jerisle Ltd., which is wholly owned by Mr. Cheah.
(4) Dr. Babjee has the right to acquire these shares within 60 days.
(5) Owned of record by Ambang Dinamik Sdn. Bhd., which is wholly owned by Dr.
Babjee.
(6) Doris Poh Heem Huang (now deceased) was the owner of Free Earth
Investments Ltd. Mrs. Poh was the wife of Victor Ng, a Director and officer
of the Company. Under the will of Mrs. Poh, the sole beneficiary of these
shares is Ng E-Ming Joyce, the daughter of Mr. Ng and Mrs. Poh. Mr. Ng
disclaims beneficial ownership of these shares. Total does not include
shares which are subject to options held by Mr. Ng.
(7) T. S. Wong owns 76.5% of Star Channel.
5
<PAGE>
Security Ownership of Management
The following table lists the number and percentage of our outstanding
shares of common stock beneficially owned, directly or indirectly, by each
director and named executive officers, and by all of the Company's directors and
officers as a group as at July 31, 2000:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Direct Interest Indirect Interest Total Interest
Shareholders No. of Shares No. of Shares No. of Shares (%)
--------------------------------------------------------------------------------------------------------------------
Directors
Thean Soon Wong 100,000(1) 2,675,950(2) 2,775,950 24.96
Block G, Unit G606
Phileo Damansara 1
46350 Petaling Jaya. Malaysia
Victor Fook Ai Ng 78,032 789,550(3) 867,582 7.80
Block G, Unit G606
Phileo Damansara 1
46350 Petaling Jaya, Malaysia
Danny Teow Teck Toe 103,473 425,000(4) 528,473 4.75
Block G, Unit G606
Phileo Damansara 1
46350 Petaling Jaya, Malaysia
Alvin Roy Granoff 64,000(5) - 64,000 *
c/o International Trade & Investments
World Trade Center
2020 N. Stemmons Freeway
Dallas, Texas, U.S.A.
George S. Bayoud, Jr. 50,000(6) - 50,000 *
3909 Maramar Avenue
Dallas, Texas, U.S.A.
All executive officers and directors as 395,505 3,890,500 4,286,005 38.53
a group
-----
* Less than 1%.
</TABLE>
(1) Mr. Wong has the right to acquire these shares within 60 days.
(2) Owned of record by Star Channel Systems Sdn. Bhd., of which Mr. Wong owns
76.5% of the outstanding stock.
(3) Owned of record in the name of Free Earth Investments Ltd. Doris Poh Heem
Huang (now deceased) was the owner of Free Earth Investments Ltd. Mrs. Poh
was the wife of Mr. Ng. Under the will of Mrs. Poh, the sole beneficiary
of these shares is Ng E-Ming Joyce, the daughter of Mr. Ng and Mrs. Poh.
Mr. Ng disclaims beneficial ownership of these shares.
(4) Owned of record by Mdm. Tan Sew Lan as trustee for her son, Mr. Toe.
(5) Includes 50,000 shares that Mr. Granoff has the right to acquire within 60
days.
(6) Mr. Bayoud has the right to acquire these shares within 60 days.
6
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
------------- ------------- ------------------ ----------------- -----------------
Awards Payout
----------------- -----------------
Securities
Name and Principal Other Annual Underlying All Other
Position Year Salary Bonus Compensation Options/SARs Compensation
($) ($) ($) (#) ($)
(a) (b) (c) (d) (e) (f) (g)
-------------------------- -------- ------------- ------------- ------------------ ----------------- -----------------
Thean Soon Wong - 1999 53,684 5,263 105,263(1) 100,000 7,074(2)
Chairman of MyWeb
Inc.com and CEO of
TecnoChannel
-------------------------- -------- ------------- ------------- ------------------ ----------------- -----------------
1998 25,263 2,105 31,579(1) 0 3,284(2)
-------------------------- -------- ------------- ------------- ------------------ ----------------- -----------------
1997 18,947 2,105 0 0 2,274(2)
-------------------------- -------- ------------- ------------- ------------------ ----------------- -----------------
</TABLE>
(1) Represents Mr. Wong's fees for services as a Director of TecnoChannel
Technologies.
(2) Represents the Company's contribution to Mr. Wong's Employee Provident Fund
which is required under Malaysian law.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<S> <C> <C> <C> <C> <C>
----------------------- ------------------ ------------------------- --------------- ------------------- -------------
Number of
Securities Percent of Total Exercise Or Market Price on
Underlying Options/SARs Granted Base Price Date of Grant Expiration
Name Options/SARs to Employees In Fiscal ($/Sh) ($/Sh) Date
Granted (#) Year
(a) (b) (c) (d) (e) (f)
----------------------- ------------------ ------------------------- --------------- ------------------- -------------
Thean Soon Wong 100,000 6.89% 6.00 16.81(1) 11/06/2004
----------------------- ------------------ ------------------------- --------------- ------------------- -------------
</TABLE>
(1) Grant date present value $2,380,000.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<S> <C> <C> <C> <C>
------------------------ ------------------ ------------------ ------------------------------ ------------------------
Number of Securities Value of Unexercised
Shares acquired Underlying Unexercised In-The-Money
Name on exercise Value realized Options/SARs at FY-End (#) Options/SARs at FY-End
(#) ($) Exercisable/Unexercisable ($)
Exercisable/Unexercisable
(a) (b) (c) (d)
(e)
------------------------ ------------------ ------------------ ------------------------------ ------------------------
Thean Soon Wong 0 0 Exercisable: 100,000 Exercisable: 2,100,000
------------------------ ------------------ ------------------ ------------------------------ ------------------------
</TABLE>
7
<PAGE>
Compensation of Directors
Standard Arrangements. The aggregate remuneration and emoluments
(including fees, salaries, bonuses and commissions) paid to Directors for
services rendered for the financial year ended December 31, 1999 was $41,284.
For the current financial year ending December 31, 2000, the estimated amount
payable to the Directors is $40,000.
Stock options were also granted to George Bayoud, Jr. and Alvin Granoff
for 50,000 shares at an exercise price of $12 per share. These were granted on
November 6, 1999 and will expire on November 6, 2009.
Other Arrangements. The Company reimburses each member of the Company's
Board of Directors for out of pocket expenses incurred in connection with
attending Board meetings. No member of the Company's Board of Directors
currently receives any additional cash compensation.
Employment Contracts and Termination of Employment, and
Change-in-Control Arrangements
In April 1997, TecnoChannel Technologies Sdn. Bhd., a wholly-owned
subsidiary of the Company, entered into an employment agreement with Thean Soon
Wong for his services as Chief Executive Officer. The agreement did not specify
Mr. Wong's term of employment and, pursuant to the terms of this agreement, the
parties mutually agreed to terminate the agreement in March 2000. In 1999, Mr.
Wong was paid $53,684 in salary and a bonus of $5,263 under the terms of the
agreement.
In May 1999, the Company entered into an employment agreement with
Danny Teow Teck Toe to serve as its Chief Operating Officer. The agreement did
not specify Mr. Toe's term of employment. Mr. Toe's annual compensation under
the agreement was $84,000. Mr. Toe resigned as Chief Operating Officer in March
2000. The Board of Directors elected Mr. Toe to the Company's Board in November
1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive
officers and Directors, and persons who own more than ten percent of the Common
Stock of the Company to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Executive officers, Directors and more
than ten percent stockholders are required by regulations promulgated under the
Exchange Act to furnish the Company with copies of all Section 16(a) reports
filed. Based solely on the Company's review of copies of the Section 16(a)
reports filed for the fiscal year ended December 31, 1999, the Company believes
that the following persons have filed the following reports, but not in a timely
manner, or have failed to timely file the applicable reports.
Each of Thean Soon Wong, Alvin Roy Granoff and George S. Bayoud, Jr.
had a reportable event in 1999 and has filed a Form 4. Each of Victor Fook Ai Ng
and Danny Teow Teck Toe had reportable events in 1999 and has filed Form 4s.
Neutron Enterprises Inc. had a reportable event in 1999 and has not filed a Form
4 or Form 5. Chew Gaik Sim, who owns 50.1% of Neutron Enterprises Inc., if
required to do so, has not filed a Form 3, or a Form 4 or Form 5 for the
above-mentioned event that is reportable by Neutron Enterprises Inc.
Certain Relationships and Related Transactions
In 1997, 1998 and 1999, some of the Company's Directors and
shareholders made loans to the Company for working capital purposes. As of
December 31, 1999, the Company owed $151,037 to Mr. Wong, the Company's
Chairman, $24,573 to Mr. Toe, a Director, $911 to Dr. Ahmad Mustaffa Babjee, a
shareholder, and $20,990 to Cheah Meng Fui, a shareholder. These loans were made
to the Company on an interest-free basis, and have no specified repayment terms.
8
<PAGE>
The Company occupies office space in Singapore on a rent-free basis,
provided to the Company by a personal associate of Mr. Toe, a Director of the
Company. Until September 1999, the Company had offices in New York which the
Company's former chairman allowed the Company to use on a rent-free basis.
APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
Arthur Andersen LLP ("Arthur Andersen"), certified public accountants,
have been appointed by the Board, to serve as independent auditors for the
Company to examine and report on its financial statements for the fiscal year
ending December 31, 2000, which appointment is being submitted to the
Stockholders for ratification at the Meeting. Representatives of Arthur Andersen
are expected to be present at the Meeting, with the opportunity to make a
statement if they desire to do so, and to be available to respond to appropriate
questions. The appointment of the independent auditors will be ratified if it
receives the affirmative vote of the holders of a majority of shares of the
Common Stock of the Company present at the Meeting, in person or by proxy, and
entitled to vote thereon. Submission of the appointment of Arthur Andersen to
the Stockholders for ratification will not limit the authority of the Board to
appoint another accounting firm to serve as independent auditors if the auditors
resign or their engagement is otherwise terminated.
The Board recommends a vote FOR the appointment of Arthur Andersen LLP
as independent auditors of the Company.
STOCKHOLDERS' PROPOSALS
Any proposal by Stockholders of the Company intended to be presented at
the 2001 Annual Meeting of Stockholders must be received by the Company at its
principal executive office not later than May 29, 2001 for inclusion in the
Company's proxy statement and form of proxy relating to that meeting. Any such
proposal must also comply with the other requirements of the proxy solicitation
rules of the Securities and Exchange Commission.
ANNUAL REPORT
Prior to the mailing of these proxy materials, the Company mailed a
copy of its Annual Report to Stockholders for the fiscal year ended December 31,
1999. Such Annual Report is not to be regarded as proxy solicitation material.
UPON WRITTEN REQUEST BY A STOCKHOLDER ENTITLED TO VOTE AT THE COMPANY'S
2000 ANNUAL MEETING, THE COMPANY WILL FURNISH THAT PERSON WITHOUT CHARGE WITH A
COPY OF THE FORM 10-K ANNUAL REPORT FOR 1999 WHICH IS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO. If the person requesting the report was not a Stockholder of record on
August 25, 2000, the request must contain a good faith representation that the
person making the request was a beneficial owner of the Common Stock of the
Company at the close of business on such date. Requests should be addressed to
Victor Fook Ai Ng, Treasurer and Secretary, MyWeb Inc.com, Block G, Unit G606,
Phileo Damansara, No. 9, Jalan 16/11, Off Jalan Damansara, 46350 Petaling Jaya,
Selangor, Malaysia.
OTHER BUSINESS
Management does not know of any other matters to be presented at the
Meeting for action by the Stockholders. If any other matters requiring a vote of
the Stockholders arise at the Meeting or any adjournment thereof, it is intended
that votes will be cast pursuant to the proxies with respect to such matters in
accordance with the best judgment of the persons acting under the proxies
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SOLICITATION AND EXPENSES OF SOLICITATION
Officers and employees of the Company may solicit proxies by personal
interview, mail, telegraph and telephone. No compensation will be paid by the
Company to any person in connection with the solicitation of proxies. Brokers,
bankers and other nominees will be reimbursed for out-of-pocket and other
reasonable clerical expenses incurred in obtaining instructions from beneficial
owners of the Company's stock. The cost of preparing this Proxy Statement and
all other costs in connection with solicitation of proxies for the Annual
Meeting of Stockholders are being borne by the Company.
Even if you plan to attend the Meeting in person, please sign, date and
return the enclosed proxy promptly. If you attend the Meeting, your proxy can be
voided at your request and you may vote in person if you choose. A postage-paid
return-addressed envelope is enclosed for your convenience. Your cooperation in
giving this matter your immediate attention and in returning your proxies will
be appreciated.
By order of the Board of Directors,
NIN CONTRERAS
President and Chief Executive Officer
August 30, 2000
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MYWEB INC.COM
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Thean Soon Wong and Steven A. Saide as
Proxies, each with the power to appoint his substitute, and hereby authorizes
either of them to represent and to vote, as designated below, all the shares of
common stock of MyWeb Inc.com held of record by the undersigned on August 25,
2000, at the annual meeting of shareholders to be held September 27, 2000, or at
any adjournment thereof.
The Board of Directors Recommends a Vote "FOR" all nominees in Proposal 1
PROPOSAL 1 - ELECTION OF DIRECTORS
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY for all nominees
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.
George S. Bayoud, Jr. Alvin Roy Granoff Dr. Boh Soon Lim Victor Fook Ai Ng
Kasiviswanathan Shanmugam Danny Teow Teck Toe Thean Soon Wong
The Board of Directors Recommends a Vote "FOR" Proposal 2
PROPOSAL 2 - RATIFICATION OF INDEPENDENT AUDITORS
To ratify the appointment of Arthur Andersen LLP as independent auditors for the
fiscal year 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The shares represented by this proxy will be voted as directed by the
shareholder. If no such direction is given, such shares will be voted "FOR all
nominees" in Proposal 1 and "FOR" the ratification of independent auditors in
Proposal 2.
PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
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In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof. This proxy
when properly executed will be voted in the manner directed herein by the
undersigned shareholder.
Please sign, date and return this proxy promptly, using the enclosed envelope.
Date:
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Signature
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Signature
if held jointly
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Please sign exactly as name appears. When
shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, guardian or
trustee, 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 partnership name by authorized
person.
