<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or Section 240.14a-12
SourcingLink.net Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
--------------------------------------------------------------------------------
(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)(4) 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:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF SOURCINGLINK.NET]
SOURCINGLINK.NET, INC.
16855 West Bernardo Drive
San Diego, CA 92127
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
July 25, 2000
TO THE STOCKHOLDERS OF SOURCINGLINK.NET, INC.,
The 2000 Annual Meeting of Stockholders of SourcingLink.net, Inc. (the
"Company"), will be held at the Radisson Suite Hotel, 11520 West Bernardo Court,
San Diego, California 92127 on July 25, 2000, at 10:00 a.m., for the following
purposes as more fully described in the accompanying Proxy Statement:
(1) To elect the following four nominees to serve as directors until the
next annual meeting of stockholders or until their successors are
elected and qualified:
Marcel van Heesewijk
Sean M. Maloy
Johan A. Vunderink
Louis A. Delmonico
(2) To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on May 30, 2000 will
be entitled to vote at the meeting or any adjournment or postponement thereof.
By Order of the Board of Directors
/s/ Sean M. Maloy
San Diego, California Sean M. Maloy
June 16, 2000 Chief Executive Officer, President and Director
YOUR VOTE IS IMPORTANT. THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING YOU SHOULD COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY. Any
stockholder present at the meeting may withdraw his or her proxy and vote
personally on each matter brought before the meeting. Stockholders attending
the meeting whose shares are held in the name of a broker or other nominee who
desire to vote their shares at the meeting should bring with them a proxy or
letter from that firm confirming their ownership of shares.
<PAGE>
SOURCINGLINK.NET, INC.
16855 West Bernardo Drive
San Diego, CA 92127
---------------
PROXY STATEMENT
---------------
INTRODUCTION
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of SourcingLink.net, Inc., a Delaware
corporation (the "Company"), for use at its 2000 Annual Meeting of Stockholders
("Annual Meeting") to be held on July 25, 2000, at 10:00 a.m., at the Radisson
Suite Hotel, 11520 West Bernardo Court, San Diego, California 92127. This Proxy
Statement and the accompanying proxy are being mailed to stockholders on or
about June 16, 2000. It is contemplated that this solicitation of proxies will
be made primarily by mail; however, if it should appear desirable to do so in
order to ensure adequate representation at the meeting, directors, officers and
employees of the Company may communicate with stockholders, brokerage houses and
others by telephone, telegraph or in person to request that proxies be furnished
and may reimburse banks, brokerage houses, custodians, nominees and fiduciaries
for their reasonable expenses in forwarding proxy materials to the beneficial
owners of the shares held by them. All expenses incurred in connection with
this solicitation shall be borne by the Company.
Holders of shares of Common Stock and Preferred Stock of the Company
("stockholders") who execute proxies retain the right to revoke them at any time
before they are voted. Any proxy given by a stockholder may be revoked or
superseded by executing a later dated proxy, by giving notice of revocation to
the Secretary of the Company at SourcingLink.net, Inc, 16855 West Bernardo
Drive, San Diego, CA 92127, in writing prior to or at the meeting or by
attending the meeting and voting in person. A proxy, when executed and not so
revoked, will be voted in accordance with the instructions given in the proxy.
If a choice is not specified in the proxy, the proxy will be voted "FOR" the
nominees for election of directors named in this Proxy Statement.
VOTING SECURITIES
The shares of Common Stock, $.001 par value, and the shares of Series A
Convertible Preferred Stock, $.001 par value (the "Series A Preferred Stock")
constitute the only outstanding classes of voting securities of the Company.
Only the stockholders of the Company of record as of the close of business on
May 30, 2000 (the "Record Date") will be entitled to vote at the meeting or any
adjournment or postponement thereof. As of the Record Date, there were
8,061,824 shares of Common Stock outstanding and entitled to vote and 246,071
shares of Series A Preferred Stock outstanding and entitled to vote. A majority
of shares entitled to vote represented in person or by proxy will constitute a
quorum at the meeting. Each stockholder is entitled to one vote for each share
of Common Stock and one vote for each share of Series A Preferred Stock held as
of the Record Date. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting for the purpose of
determining whether a quorum is present. Abstentions will be treated as shares
present and entitled to vote for purposes of any matter requiring the
affirmative vote of a majority or other proportion of the shares present and
entitled to vote. With respect to shares relating to any proxy as to which a
broker non-vote is indicated on a proposal, those shares will not be considered
present and entitled to vote with respect to any such proposal. Abstentions or
broker non-votes or other failures to vote will have no effect in the election
of directors, who will be elected by a plurality of the affirmative votes cast.
With respect to any matter brought before the Annual Meeting requiring the
affirmative vote of a majority or other proportion of the outstanding shares, an
abstention or broker non-vote will have the same effect as a vote against the
matter being voted upon.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Bylaws provides that the authorized number of directors shall
be set by the Board of Directors (the "Board"). The Company's Board has
authorized a total of five directors. Currently, there are four members of the
Board and one vacancy. Mattheus Wegbrans resigned his directorship as of May 2,
2000 to pursue personal interests and is still a significant shareholder of the
Company. The Company is actively seeking a qualified candidate to fill the
vacancy on the Board.
Unless otherwise instructed, the proxy holders named in the enclosed proxy
will vote the proxies received by them for the four nominees named below. All
of the nominees are presently directors of the Company. If any nominee becomes
unavailable for any reason before the election, the enclosed proxy will be voted
for the election of such substitute nominee or nominees, if any, as shall be
designated by the Board. The Board has no reason to believe that any of the
nominees will be unavailable to serve.
The names and certain information concerning the four nominees for election
as directors are set forth below. THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES NAMED BELOW.
Directors
All members of the Company's Board hold office until the next annual
meeting of stockholders or until their successors are elected and have
qualified. The director nominees of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Marcel van Heesewijk 40 Chairman of the Board of Directors
Sean M. Maloy 42 President, Chief Executive Officer and Director
Johan A. Vunderink 52 Director
Louis A. Delmonico 59 Director
</TABLE>
Marcel Van Heesewijk founded the Company and has served as its Chairman of
the Board since inception, and has also served in various executive management
capacities with the Company. From January 1990 to June 1992, Mr. van Heesewijk
was the General Manager of European operations for Pande Inc., a software
engineering services firm. From 1988 to 1990, Mr. van Heesewijk was the
International Sales Manager for B&S Multisoft GmbH, an office automation
software company in Germany. From 1986 to 1988, Mr. van Heesewijk held
management positions with Siemens AG in both Germany and Portugal. Mr. van
Heesewijk earned his bachelor's degree in Economics from the University of
Groningen in the Netherlands in 1984 and earned his master's degree from
European School of Management Studies in Paris, Oxford and Berlin in 1986.
Sean M. Maloy has served as a Director and as President, Chief Executive
Officer and Director since February 15, 1999. Prior to joining the Company,
between 1982 and 1996 he served in various capacities with Maxwell Technologies,
Inc., a diversified high technology company, including Director, Chief Operating
Officer and Chief Financial Officer and was its Vice President of Mergers and
Acquisitions from July 1997 to February 1999. From May 1996 to July 1997, Mr.
Maloy served as a Director and Chief Operating Officer of Ward North America, an
insurance services firm. Mr. Maloy earned his bachelor's degree in business
administration from the University of Notre Dame in 1980.
Johan A. Vunderink has served as a Director since July 1997. From March
1996 to the present, Mr. Vunderink has served as Chief Executive Officer of The
Right Fit b.v., a management consulting company. From 1992 to March 1996,
Mr. Vunderink served as Executive Vice President of Marketing and Sales of
BSO Holdings b.v., a provider of information technology services. From 1989 to
1992, Mr. Vunderink was President and Chief Executive Officer of Origin
Technology, which subsequently was merged into BSO Holding b.v.
2
<PAGE>
Mr. Vunderink is on the Board of Directors of Triple-P, a public company that
provides information technology products and services.
Louis A. Delmonico has served as a Director since May 1998. Since February
1999, Dr. Delmonico has served as Chairman and Chief Executive Officer of Motiva
Software Corporation, a software company specializing in development and
distribution of product data/definition management software for the design-
engineering environment. Since September 1994, he served as the President of
L.A. Delmonico Consulting Inc., an independent consulting firm working with a
wide range of high technology companies in the areas of general management,
operations, business and strategic planning, mergers and acquisitions and all
aspects of marketing. From September 1994 to May 1995, Dr. Delmonico served as
the Vice Chairman of the MacNeal-Schwendler Corporation, a mechanical
engineering software and services company. From May 1987 to August 1994, Dr.
Delmonico served as the Chairman and Chief Executive Officer of PDA Engineering
Inc., a mechanical engineering software and services company. Dr. Delmonico
holds a B.A. in Economics from St. Johns University, New York. He was a
Graduate Fellow to the Universities of Stockholm and Uppsala, Sweden, where he
earned his Ms.S. in consumer behavior and his Ph.D. in marketing.
Board Meetings and Attendance
The Company's Board held six meetings, including two telephonic meetings,
during the fiscal year ended March 31, 2000. Each incumbent Director attended
one hundred percent (100%) of the aggregate of the number of meetings of the
Board and the number of meetings held by all committees of the Board on which
they served. There are no family relationships among any of the directors or
executive officers of the Company.
Committees of the Board of Directors
The Board has a compensation committee (the "Compensation Committee") and
an audit committee (the "Audit Committee"), each composed of Messrs. Vunderink
and Delmonico. The Compensation Committee makes recommendations to the Board
concerning salaries and incentive compensation for the Company's officers and
key employees. The Compensation Committee held one meeting during the fiscal
year ended March 31, 2000. The Audit Committee aids management in the
establishment and supervision of the Company's financial controls, evaluates the
scope of the annual audit, reviews audit results, consults with management and
the Company's independent accountants prior to the presentation of financial
statements to the stockholders and, if appropriate, initiates inquiries into
aspects of the Company's financial affairs. The Audit Committee held two
meetings during the fiscal year ended March 31, 2000. The Company does not have
a nominating committee. Instead, the Board, as a whole, identifies and screens
candidates for membership on the Company's Board.
Other Executive Officers (officers serve at the discretion of the Board)
The other current executive officers of the Company are as follows:
Gary J. Davidson, 44, joined the Company as Vice President of Finance and
Administration and Chief Financial Officer on June 2, 1999. Prior to joining
the Company, Mr. Davidson served as Vice President Finance & Administration and
Chief Financial Officer for Maxwell Technologies, Inc., a diversified high
technology company, from March 1994 to May 1999 and as Corporate Controller from
May 1986 to March 1994. Mr. Davidson earned his bachelor's degree in accounting
from San Diego State University in 1977.
Mark S. Simonsen, 42, joined the Company as the Vice President and Chief
Technology Officer on June 7, 1999. From May 1998 to March 1999, Mr. Simonsen
served as the Division General Manager/Vice President of Entertainment and
Technology Business for Gibson Guitar Corporation, a manufacturer and
distributor of guitars and related products. From 1981 to 1998, Mr. Simonsen
served in various technology, development and executive positions, including
Division Head and as the Director of Development, Consumer Products Division, of
WordPerfect Corporation, which later became a subsidiary of Novell. Mr.
Simonsen earned his bachelor's degree in Computer Science from Brigham Young
University in 1981.
3
<PAGE>
Leo C. Klijn, 36, has served as the Company's Vice President, Manager of
Special Projects, and previously Corporate Operations, since June 1997. From
January 1994 to June 1997, Mr. Klijn served as the Vice President and General
Manager of the Company's Asia-Pacific operations. From January 1987 to January
1994, he occupied various management positions with the Casino Group, France's
fourth largest retailing company. From January 1992 to January 1994, Mr. Klijn
established and managed Casino Group's buying office in Asia. Mr. Klijn earned
his bachelor's degree from Nijenrode University, Netherlands School of Business
in 1983 and a master's degree from the European School of Management Studies in
Paris, Oxford and Berlin in 1986.
Steven J. Pulver, 46, joined the Company as Vice President of Sales and
Services on August 15, 1999. From October 1992 to August 1999, Mr. Pulver
served in various sales management positions, most recently as Director of Sales
and Professional Services at GERS Retail Systems, a software and hardware
company focused on the retail industry. Mr. Pulver was owner and President of a
10-store retail chain in Los Angeles for over 13 years. Mr. Pulver earned his
master's degree from Michigan State University in 1980.
Roger Mayerson, 48, joined the Company as Vice President of Business
Development and Product Strategy on April 3, 2000. Prior to joining the
Company, Mr. Mayerson served from 1992 to 2000 as Corporate Vice President -
Product Services for Dayton Hudson Corporation, a leading retail company that
owns and operates Target, Mervyns, Daytons, Marshall Field, Hudsons, and
Rivertown Trading. In this capacity Mr. Mayerson managed the sourcing,
technical product development, product specifications and testing, and quality
assurance programs for owned brands at these companies. From 1972 to 1992 Mr.
Mayerson served in various executive positions, including President, with
several retail manufacturing and engineering companies. Mr. Mayerson attended
the University of Wisconsin and the Milwaukee Institute of Technology.
Compensation of Executive Officers
The following table shows, for the twelve month periods ended March 31,
2000, March 31, 1999 and June 30, 1998, the cash and other compensation awarded
to, earned by or paid to the Company's Chief Executive Officer and the four
other highest paid executive officers during fiscal year 2000 (the "Named
Executive Officers"):
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation ------------
--------------------- Securities All Other
Salary Bonus Underlying Comp.
Name and Principal Position Year ($) ($) Options (#)2 ($)1
--------------------------- ---- ------- ------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Sean M. Maloy 2000 300,000 162,000 250,000 100,000(3)
President, Chief Executive 1999 37,500 - 187,500 -
Officer and Director 1998 - - - -
Marcel van Heesewijk 2000 152,696 20,000 - 5,980(4)
Chairman of the Board 1999 140,145(5) - - 22,240(6)
1998 99,000 - - 69,000(7)
Leo C. Klijn 2000 171,832 10,000 - -
Vice President, Manager 1999 104,992(8) - - 36,000(9)
of Special Projects 1998 79,200 - - 48,600(10)
Gary J. Davidson(11)
Vice President of Finance 2000 136,763 37,187 75,000 -
and Administration and 1999 - - - -
Chief Financial Officer 1998 - - - -
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Long Term
Compensation
------------
Annual Compensation Securities
--------------------- Underlying All Other
Salary Bonus Options Comp.
Name and Principal Position Year ($) ($) (#)2 ($)1
----------------------------- ---- ------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Mark S. Simonsen/(11)/ 2000 130,974 31,200 62,500 -
Vice President and Chief 1999 - - - -
Technology Officer 1998 - - - -
</TABLE>
__________
(1) Does not reflect certain personal benefits, which in the aggregate are
less than 10% of each Named Executive Officer's salary and bonus.
(2) Consists of grants of stock options under the Company's qualified
stock option plans.
(3) Consists of forgiveness of a loan given by the Company to Mr. Maloy
per the terms of Mr. Maloy's employment agreement.
(4) Consists of amounts paid for automobile expenses.
(5) Includes $25,727 earned by Mr. van Heesewijk in the three months ended
June 30, 1998.
(6) Consists of $11,250 of housing expenses and $10,990 for automobile
expenses from April 1998 to March 1999.
(7) Consists of $45,000 of housing expenses, $13,000 of automobile
expenses and $11,000 of relocation expenses in the fiscal year ended
June 30, 1998.
(8) Includes $19,800 earned by Mr. Klijn in the three months ended June
30, 1998.
(9) Consists of $30,600 of housing expenses and $5,400 for automobile
expenses from April 1998 to March 1999.
(10) Consists of $40,800 of housing expenses and $7,800 of automobile
expenses in the fiscal year ended June 30, 1998.
(11) In June of 1999 Mr. Simonsen joined the Company as its Vice President
and Chief Technology Officer. In June of 1999 Mr. Davidson joined the
Company as its Vice President of Finance and Administration and Chief
Financial Officer.
Option Matters
Option Grants. The following table sets forth certain information
concerning grants of options to each of the Company's Named Executive Officers
during the fiscal year ended March 31, 2000.
Option Grants in Last Fiscal Year
(Individual Grants)
<TABLE>
<CAPTION>
# of Securities % of Total Options Exercise
Underlying Options Granted to Employees in Price Expiration
Name Granted (#) Fiscal Year (1) ($/Share) Date
---------------- ------------------ ----------------------- --------- ----------
<S> <C> <C> <C> <C>
Sean M. Maloy 250,000 49.6% $6.40 8/9/09
Gary J. Davidson 75,000 14.9% $6.75 6/17/09
Mark S. Simonsen 62,500 12.4% $6.75 6/17/09
</TABLE>
--------------------
5
<PAGE>
(1) Options to purchase an aggregate of 503,750 shares of Common Stock were
granted to employees, including the Named Executive Officers during the
fiscal year ended March 31, 2000. Each Option granted to each Named
Executive Officer vests according to the following schedule: the option may
not be exercised at all during the first year from the date of grant, at
which time 25% of the option becomes vested and exercisable. Thereafter,
the option may be exercised as to an additional 1/16 of the underlying
shares each quarter until fully vested.
Option Exercises. Except as otherwise indicated below, none of the Named
Executive Officers exercised options during the fiscal year ended March 31,
2000. The following table includes the number of shares covered by both
exercisable and unexercisable stock options as of March 31, 2000. Also reported
are the values for "in the money" options which represent the positive spread
between the exercise prices of any such existing stock options and the fiscal
year end price of the Company's Common Stock ($9.75 per share).
Aggregate Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION> Exercise of Option
into Common Stock Number of Securities Value of Unexercised
during Fiscal Year Underlying Unexercised Options In-the-Money Options
------------------ at Fiscal Year End (#) at Fiscal Year End ($)
Shares Value ------------------------------ ----------------------------
Name Aquired Realized Exercisable Unexercisable Exercisable Unexercisable
----------------- ------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Sean M. Maloy 15,625 $450,781 97,656 324,129 170,116 615,040
Leo C. Klijn - - 75,000 - 686,250 -
Gary J. Davidson - - - 75,000 - 225,000
Mark S. Simonsen - - - 62,500 - 187,500
</TABLE>
Employment and Severance Agreements
The Company entered into an employment agreement with Mr. Maloy, effective
as of February 15, 1999, for an indefinite term, pursuant to which he will serve
as President and Chief Executive Officer. The employment agreement provides for
a base salary of $300,000 per year with raises to be determined by the Company.
Mr. Maloy is eligible to receive an annual bonus of up to 60% of his base salary
as determined by the Board based upon certain objectives. Mr. Maloy is also
eligible for a discretionary bonus in excess of 60% of his base salary as
determined by the Board if Mr. Maloy materially exceeds such certain objectives.
In connection with his employment agreement, Mr. Maloy was (i) granted options
to purchase 187,500 shares of the Company's Common Stock at the fair market
value on the date of grant; (ii) granted the right to purchase up to 62,500
shares of Company's Common Stock, on terms to be determined, which right was
terminated upon a subsequent grant of options to Mr. Maloy in August 1999; and
(iii) was made a loan of $100,000 bearing interest at the rate of seven percent
per annum, which loan was forgiven and discharged on February 15, 2000.
Mr. Maloy is also eligible to participate in other employee benefit plans
established by the Company from time to time. Mr. Maloy's employment agreement
provides for a severance benefit if he is terminated upon a change in control or
is terminated other than by reason of death, disability or change in control. If
Mr. Maloy is not retained by the Company in a comparable executive role for a
period of two years following a change in control, or is terminated by the
Company within such period, then the Company will (i) pay Mr. Maloy his base
salary and benefits through the two year anniversary of the date of diminution
in duties or termination; (ii) pay Mr. Maloy the average bonuses paid to him in
the prior three or fewer years of service; and (iii) cause all of his options to
immediately vest.
In connection with Mr. Davidson's acceptance of an employment offer, we
agreed to pay Mr. Davidson a severance equal to six months salary in the event
that Mr. Maloy and Mr. Davidson are both terminated for any reason other than
for cause. On June 2, 1999, Mr. Davidson was granted options to purchase 75,000
shares of the Company's Common Stock at the fair market value on the date of
grant. Mr. Davidson's options will immediately vest upon a change in control.
Directors' Fees
Messrs. Vunderink and Delmonico each currently receive $1,500 for each
Board meeting that they attend. The other directors of the Company have not
historically and do not currently receive cash for services that they provide as
directors, although they are reimbursed in accordance with the Company's policy
for their expenses in connection with attending meetings of the Board.
Directors serving on committees of the Board receive no special compensation for
such activities. The Company may elect to pay additional cash compensation or
grant additional options to directors in the future.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership of, and transactions in, the
Company's securities with the Securities and Exchange Commission. Such
directors, executive officers and 10% stockholders are also required to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely upon its review of the copies of Forms 3, 4 and 5 and
amendments thereto furnished to the Company, or written representations that no
annual Form 5 reports were required, the Company believes that all filing
requirements under Section 16(a) of the Exchange Act applicable to its
directors, officers and any persons holding ten percent or more of the Company's
Common Stock were made with respect to the Company's fiscal year ended March 31,
2000.
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth certain information regarding beneficial
ownership of our Common Stock and Preferred Stock as of May 30, 2000 by (i) each
person or group who is known by us to own beneficially more
6
<PAGE>
than 5% of the outstanding shares of our Common Stock or Preferred Stock, (ii)
each of our Directors, (iii) each of our Named Executive Officers and (iv) all
of our current directors and executive officers as a group:
<TABLE>
<CAPTION>
Preferred Stock
------------------------
Common Stock Amount and
------------------------------ Nature Percent of
Amount and of Common
Nature of Beneficial Stock and
Name and Address of Beneficial Beneficial Percent Ownership Percent Preferred
Owners(1) Ownership(2) of Class(3) (2) of Class(3) Stock(3)
------------------------------ ------------ ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Marcel van Heesewijk 1,178,241 14.6% - - 14.5%
Sean M. Maloy 146,195(4) 1.8% - - 1.8%
Johan A. Vunderink 60,980(5) * - - *
Louis A. Delmonico 37,500(4) * - - *
Gary J. Davidson 20,250(4) * - - *
Leo C. Klijn 199,500(4) 2.5% - - 2.5%
Mark S. Simonsen 15,625(4) * - - *
All Directors and Executive
Officers as a group (9 persons 1,658,291(6) 20.6% - - 20.5%
DeNoyange S.A. 48,544 * 226,092 91.9% 1.3%
42 Rue de Bassano
75008 Paris, France
Theo Wegbrans 545,775 6.8% - - 6.7%
</TABLE>
---------------------
*Less than 1%
(1) Unless otherwise indicated, the business address of each stockholder is c/o
SourcingLink.net, Inc., 16855 West Bernardo Drive, Suite 260, San Diego, CA
92127.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes
voting or investment power with respect to securities. Shares of Common
Stock subject to options, warrants and convertible notes exercisable or
convertible on or before July 30, 2000 are deemed outstanding and to be
beneficially owned by the person holding such options or warrants for the
purpose of computing the percentage ownership of such person or entity
holding such options or warrants but are not deemed outstanding for
computing the percentage ownership of any other person. Except as indicated
by footnote, and subject to community property laws where applicable, the
persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them.
(3) Percentage ownership is based on (i) 8,061,824 shares of Common Stock
outstanding as of May 30, 2000, and (ii) 246,071 shares of Series A
Preferred Stock outstanding as of May 30, 2000, the terms of which shares
are substantially equivalent to shares of Common Stock and may be converted
into one quarter share of Common Stock at any time at the option of the
respective holders. The Preferred Stock is treated on an as-converted
basis in the computation of percentage ownership.
7
<PAGE>
(4) Includes shares subject to stock options that are exercisable on or before
July 30, 2000 of 125,000 for Mr. Maloy, 18,750 for Mr. Delmonico, 18,750
for Mr. Davidson, 75,000 for Mr. Klijn, and 15,625 for Mr. Simonsen.
(5) Consists of (i) 33,334 shares of Common Stock and (ii) warrants and options
to purchase 27,646 shares of Common Stock that are exercisable on or before
July 30, 2000.
(6) Includes 285,458 shares subject to warrants and options exercisable on or
before July 30, 2000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended March 31, 2000, the Company's Board, based upon the
recommendations of the Compensation Committee, established the levels of
compensation for the Company's executive officers. During fiscal year 1999, the
Compensation Committee consisted of Messrs. Vunderink and Delmonico and
currently consists of Messrs. Vunderink and Delmonico. No executive officer of
the Company served on the compensation committee of another entity or on any
other committee of the board of directors of another entity performing similar
functions during the fiscal year ended March 31, 2000.
Certain Transactions
The Company has from time to time granted options and other compensation to
its directors and executive officers. The Company also has entered into
employment agreements with certain executive officers and directors of the
Company.
On August 12, 1997, the Company entered into an agreement with Het Goede
Paard b.v. ("HGP"), a company fifty percent owned by Mr. Vunderink, a director
of the Company. Under this agreement, HGP agreed to arrange for investors to
acquire equity interests in the Company. The agreement provides that Mr.
Vunderink and the other fifty percent owner of HGP, Bram Zwagemaker, are
collectively entitled to a finder's fee of five percent of the aggregate amount
of any investments made because of its efforts, which fee is to be divided
equally between them. Seventy percent of such finder's fee is to be paid in the
form of warrants to purchase shares of the Company's Common Stock, and the
remaining thirty percent is to be paid in cash. Pursuant to this Agreement, in
the fiscal year ended June 30, 1998 the Company paid to HGP a total of $6,750 in
cash and warrants to purchase 21,000 shares of Common Stock at $.75 per share,
10,500 of which are owned by Mr. Vunderink.
The Company believes all of the transactions set forth above were made on
terms no less favorable to the Company than could otherwise be obtained from
unaffiliated third parties. All future transactions, including loans, between
the Company and its officers, directors, principal stockholders and their
affiliates will be approved by a majority of the Board, including a majority of
the independent and disinterested outside directors on the Board.
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for action at the Company's
2001 Annual Meeting of Stockholders and presentation in the Company's Proxy
Statement with respect to such meeting should arrange for such proposal to be
delivered to the Company at its principal place of business no later than
February 19, 2001 in order to be considered for inclusion in the Company's proxy
statement relating to that meeting. Matters pertaining to such proposals,
including the number and length thereof, eligibility of persons entitled to have
such proposals included and other aspects are regulated by the Securities
Exchange Act of 1934, Rules and Regulations of the Securities and Exchange
Commission and other laws and regulations to which interested persons should
refer.
On May 21, 1998 the Securities and Exchange Commission adopted an amendment
to Rule 14a-4, as promulgated under the Securities and Exchange Act of 1934, as
amended. The amendment to Rule 14a-4(c)(1) governs the Company's use of its
discretionary proxy voting authority with respect to a stockholder proposal
which is not addressed in the Company's proxy statement. The new amendment
provides that if a proponent of a proposal
8
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fails to notify the Company at least 45 days prior to the current year's
anniversary of the date of mailing of the prior year's proxy statement, then the
Company will be allowed to use its discretionary voting authority when the
proposal is raised at the meeting, without any discussion of the matter in the
proxy statement.
With respect to the Company's 2000 Annual Meeting of Stockholders, if the
Company was not provided notice of a stockholder proposal, which the stockholder
has not previously sought to include in the Company's proxy statement, by
May 4th of 2000 the Company will be allowed to use its voting authority as
outlined.
With respect to the Company's 2001 Annual Meeting of Stockholders, if the
Company is not provided notice of a stockholder proposal, which the stockholder
has not previously sought to include in the Company's proxy statement, by May
2nd of 2001 the Company will be allowed to use its voting authority as outlined.
OTHER MATTERS
Management is not aware of any other matters to come before the meeting.
If any other matter not mentioned in this Proxy Statement is brought before the
meeting, the proxy holders named in the enclosed Proxy will have discretionary
authority to vote all proxies with respect thereto in accordance with their
judgment.
By Order of the Board of Directors
/s/ Sean M. Maloy
June 16, 2000 Sean M. Maloy
Chief Executive Officer, President and Director
The Annual Report to Stockholders of the Company for the fiscal year ended
March 31, 2000 is being mailed concurrently with this Proxy Statement to all
stockholders of record as of May 30, 2000. The Annual Report is not to be
regarded as proxy soliciting material or as a communication by means of which
any solicitation is to be made.
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PROXY
SOURCINGLINK.NET, INC.
Proxy Solicited by the Board Of Directors
Annual Meeting of the Stockholders--July 25, 2000
The undersigned hereby nominates, constitutes and appoints Sean Maloy and
Gary Davidson, and each of them individually, the attorney, agent and proxy of
the undersigned, with full power of substitution, to vote all stock of
SOURCINGLINK.NET, INC. which the undersigned is entitled to represent and vote
at the 2000 Annual Meeting of Stockholders of the Company to be held at the
Radisson Suite Hotel, 11520 West Bernardo Court, San Diego, California 92127 on
July 25, 2000, at 10:00 a.m., and at any and all adjournments or postponements
thereof, as fully as if the undersigned were present and voting at the meeting,
as follows:
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEM 1.
1. Election of Directors
[_] FOR [_] WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees listed
(except as marked to the below
contrary below)
Election of the following nominees as directors: Marcel van Heesewijk, Sean
M. Maloy, Johan A. Vunderink and Louis A. Delmonico
(Instructions: To withhold authority to vote for any nominee, print that
nominee's name in the space provided below.)
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2. In their discretion, on such other business as may properly come before
the meeting or any adjournment thereof.
IMPORTANT--PLEASE SIGN AND DATE ON OTHER SIDE AND RETURN PROMPTLY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED "FOR" THE
ELECTION OF THE DIRECTORS NAMED ON THE REVERSE SIDE OF THIS PROXY.
---------------------------------------------
(Signature of stockholder)
---------------------------------------------
(Date)
Please sign your name exactly as it appears
hereon. Executors,administrators, guardians,
officers of corporations and others signing
in a fiduciary capacity should state their
full titles as such.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN AND RETURN
THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
