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 Section 240.14a-11(c) or Section
240.14a-12
GLOBALNET FINANCIAL.COM, INC.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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<PAGE>
GLOBALNETFINANCIAL.COM, INC.
7284 W. Palmetto Park Road, Suite 210
Boca Raton, Florida 33433
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 6, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
GlobalNet Financial.com, Inc., a Delaware corporation (the "Company"), will be
held at 10:00 a.m., local time, on November 6, 2000 at the offices of Broad and
Cassel, located at 7777 Glades Road, Suite 300, Boca Raton, Florida 33434, for
the following purposes:
(1) To elect eight members to the Company's Board of Directors to
hold office until the Company's Annual Meeting of Stockholders
to be held in 2001 or until their successors are duly elected
and qualified;
(2) To ratify the appointment of Richard A. Eisner & Company LLP,
as the Company's independent certified public accountants for
the Company's 2000 fiscal year;
(3) To consider and vote upon a proposal to approve an amendment
to the Company's Amended and Restated 1998 Stock Option Plan
to increase the number of shares of the Company's common
stock, $.001 par value per share, reserved for issuance
thereunder, from an aggregate of 3,000,000 shares to an
aggregate of 6,000,000 shares; and
(4) To transact such other business as may properly come before
the Annual Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on October 5,
2000, as the record date for determining those stockholders entitled to notice
of, and to vote at, the Annual Meeting and any adjournment thereof.
By Order of the Board of Directors
Boca Raton, Florida
October 6, 2000 /s/ STANLEY HOLLANDER
---------------------
STANLEY HOLLANDER
CHAIRMAN OF THE BOARD
THE BOARD OF DIRECTORS REQUESTS THAT YOU COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD PROMPTLY. YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL
MEETING IN PERSON. THE RETURN OF THE ENCLOSED PROXY CARD WILL NOT AFFECT YOUR
RIGHT TO REVOKE YOUR PROXY OR TO VOTE IN PERSON IF YOU DO ATTEND THE ANNUAL
MEETING.
<PAGE>
GLOBALNET FINANCIAL.COM, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 6, 2000
------------------------
PROXY STATEMENT
------------------------
TIME, DATE AND PLACE OF ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of GlobalNet Financial.com, Inc., a Delaware
corporation (the "Company"), of proxies from the holders of the Company's common
stock, par value $.001 per share (the "Common Stock"), and from the holders of
the Company's Class A Common Stock, par value $.001 per share (the "Class A
Common Stock"), for use at the Annual Meeting of Stockholders of the Company to
be held at the offices of Broad and Cassel, located at 7777 Glades Road, Boca
Raton, Florida 33434 at 10:00 A.M. on November 6, 2000, and at any adjournments
or postponements thereof (the "Annual Meeting") pursuant to the enclosed Notice
of Annual Meeting.
The approximate date this Proxy Statement and the enclosed form of
proxy will be mailed to stockholders is on or about October 9, 2000.
Stockholders should review the information provided herein in conjunction with
the Company's Annual Report to Stockholders which accompanies this Proxy
Statement. The Company's principal executive offices are located at 7284 W.
Palmetto Road, Suite 210, Boca Raton, Florida 33433, and its telephone number is
(561) 417-8053.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any stockholder giving the proxy so desire. Stockholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Company's
Secretary at the Company's headquarters a written revocation or duly executed
proxy bearing a later date; however, no such revocation will be effective until
written notice of the revocation is received by the Company at or prior to the
Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting and the enclosed proxy is to be borne by the Company.
In addition to the use of the mail, employees of the Company may solicit proxies
personally and by telephone. The Company's employees will receive no
compensation for soliciting proxies other than their regular salaries. The
Company may request banks, brokers and other custodians, nominees and
fiduciaries to forward copies of the proxy material to their principals and to
request authority for the execution of proxies. The Company may reimburse such
persons for their expenses in so doing.
<PAGE>
PURPOSES OF THE ANNUAL MEETING
At the Annual Meeting, the Company's stockholders will consider and
vote upon the following matters:
1. To elect eight members to the Company's Board of Directors to hold
office until the Company's Annual Meeting of Stockholders to be held in 2001 or
until their successors are duly elected and qualified;
2. To ratify the appointment of Richard A. Eisner & Company LLP, as the
Company's independent certified public accountants for the Company's 2000 fiscal
year;
3. To consider and vote upon a proposal to approve an amendment to the
Company's Amended and Restated 1998 Stock Option Plan to increase the number of
shares of the Company's common stock, $.001 par value per share, reserved for
issuance thereunder, from an aggregate of 3,000,000 shares to an aggregate of
6,000,000 shares; and
4. To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponements thereof.
Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth herein)
will be voted (a) for the election of the respective nominees for director named
below and (b) in favor of all other proposals described in the Notice of Annual
Meeting. In the event a stockholder specifies a different choice by means of the
enclosed proxy, his shares will be voted in accordance with the specification so
made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on October 5, 2000
as the record date (the "Record Date") for determining stockholders of the
Company entitled to notice of and to vote at the Annual Meeting. As of the
Record Date, there were 16,237,875 shares of Common Stock issued and
outstanding, all of which are entitled to be voted at the Annual Meeting and
34,224,874 shares of Class A Common Stock issued and outstanding, all of which
are entitled to vote at the Annual Meeting. Each share of Common Stock is
entitled to one vote on each matter submitted to stockholders for approval at
the Annual Meeting and each share of Class A Common Stock is entitled to a
1/10th vote per share on each matter submitted to stockholders for approval at
the Annual Meeting.
The attendance, in person or by proxy, of the holders of a majority of
the combined outstanding shares of Common Stock and outstanding shares of Class
A Common Stock (counted at 1/10th vote per share of Class A Common Stock)
entitled to vote at the Annual Meeting, is necessary to constitute a quorum.
Directors will be elected by a plurality of the votes cast by the shares of
Common Stock and Class A Common Stock (counted at 1/10th vote per share of Class
A Common Stock ) combined, represented in person or by proxy at the Annual
Meeting. The affirmative votes of the holders of a majority of the shares of
Common Stock and Class A Common Stock (counted at 1/10th vote per share of Class
A Common Stock ) combined, represented in person or by proxy at the Annual
Meeting, will be required for approval of the other proposals covered by this
Proxy Statement. If less than a majority of the combined outstanding shares of
Common Stock and Class A Common Stock (counted at 1/10th vote per share of Class
A Common Stock ) entitled to vote, are represented at the Annual Meeting, a
majority of such shares may adjourn the Annual Meeting to another date, time or
place, and notice need not be given of the new date, time or place if the new
date, time or place is announced at the meeting before an adjournment is taken.
Prior to the Annual Meeting, the Company will select one or more
inspectors of election for the meeting. Such inspector(s) shall determine the
number of shares of Common Stock and Class A Common Stock
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<PAGE>
represented at the meeting, the existence of a quorum and the validity and
effect of proxies, and shall receive, count and tabulate ballots and votes and
determine the results thereof. Abstentions will be considered as shares present
and entitled to vote at the Annual Meeting and will be counted as votes cast at
the Annual Meeting, but will not be counted as votes cast for or against any
given matter.
A broker or nominee holding shares registered in its name, or in the
name of its nominee, which are beneficially owned by another person and for
which it has not received instructions as to voting from the beneficial owner,
may have discretion to vote the beneficial owner's shares with respect to the
election of directors and other matters addressed at the Annual Meeting. Any
shares which are not represented at the Annual Meeting either in person or by
proxy will not be considered to have cast votes on any matters addressed at the
Annual Meeting.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, information with
respect to the beneficial ownership of the Company's Common Stock (including the
Class A Common Stock) by (i) each person who is known by the Company to
beneficially own 5% or more of the Company's outstanding Common Stock, (ii) the
Company's Chief Executive Officer and each of the other "Named Executive
Officers" (as defined below in "Executive Compensation--Summary Compensation
Table"), (iii) each director of the Company, and (iv) all directors and
executive officers of the Company as a group. The Company is not aware of any
beneficial owner of more than 5% of the outstanding Common Stock (including the
Class A Common Stock), other than as set forth in the following table.
Name and Address of Beneficial Number of Shares % of Class
Owner(1) Beneficially Owned(2) Outstanding(3)
OFFICERS AND DIRECTORS
----------------------
Stanley Hollander 839,404(4) 4.27%
Ronald B. Koenig 568,020(5) 2.89%
Alan L. Jacobs 376,656(6) 1.9%
Michael S. Jacobs 265,099(7) 1.35%
W. Thomas Hodgson 225,000(8) 1.15%
N. Bulent Gultekin 21,667(9) *
Kym Anthony 29,166(10) *
Christopher D. Jennings 65,000(11) *
Michael Whitaker 200,000(12) 1.01%
Ron R. Goldie 85,938(13) *
Richard Guest 59,600(14) *
Jay J. Matulich 264,816(15) 1.35%
All directors and executive
officers as a group (12
persons) 3,000,366 15.26%
5% OR GREATER HOLDERS
---------------------
Telescan, Inc. 2,000,000 10.1%
5959 Corporate Drive
Suite 2000
Houston, TX 77036
Dion R. Friedland 1,371,337(16) 7%
28 Sloane Street
Flat #8
London SW1X9NE
United Kingdom
Freeserve Investments Ltd. 1,397,112(17) 7.1%(17)
Maylands Avenue
Hemel Hempstead HP2 7TG
United Kingdom
------------
*less than 1%
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(1) Each beneficial owner for which an address is not listed has an address
c/o GlobalNetFinancial.com, Inc., 7284 W. Palmetto Park Road, Suite
210, Boca Raton, FL 33433.
(2) Represents shares beneficially owned by the named individual, including
shares of common stock that the person has the right to acquire within
60 days of the Record Date. Unless otherwise noted, all persons listed
have sole voting and sole investment power.
(3) Based on a total of 19,660,362 shares, which includes 16,237,875 shares
of Common Stock issued and outstanding and 34,224,874 shares of Class A
Common Stock issued and outstanding (each ten shares of Class A Common
Stock has the voting equivalent of one share of Common Stock).
(4) Consists of 133,333 shares of Common Stock held by Stanley Hollander;
269,403 shares of Common Stock held by the Hollander Family
Partnership, LP and options to purchase 436,668 shares of Common Stock,
all of which are currently vested. Stanley Hollander, Chairman,
President and Chief Executive Officer of the Company, may be deemed to
be the beneficial owner of the shares of Common Stock of the Company
held by the Hollander Family Partnership, LP.
(5) Consists of 444,686 shares of Common Stock and options to purchase
123,334 shares of Common Stock.
(6) Consists of 301,656 shares of Common Stock and options to purchase
75,000 shares of Common Stock.
(7) Consists of 81,765 shares of Common Stock and options to purchase
183,334 shares of Common Stock.
(8) Consists of options to purchase 225,000 shares of Common Stock.
(9) Consists of options to purchase 21,667 shares of Common Stock.
(10) Consists of options to purchase 29,166 shares of Common Stock.
(11) Consists of options to purchase 65,000 shares of Common Stock.
(12) Consists of 50,000 shares of Common Stock and options to purchase
150,000 shares of Common Stock.
(13) Consists of options to purchase 85,938 shares of Common Stock.
(14) Consists of options to purchase 59,600 shares of Common Stock.
(15) Consists of 81,482 shares of Common Stock and options to purchase
183,334 shares of Common Stock.
(16) Represents 1,371,337 shares of Common Stock held by investment funds
for which Mr. Friedland makes the investment and voting decisions.
(17) Does not include shares of Common Stock issuable upon exercise of an
option held by Freeserve Investments Ltd. to purchase such number of
shares that when combined with shares already owned, will then equal
19.9% of the Company's issued and outstanding stock on the date of
exercise.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following compensation table sets forth for the fiscal years ended
December 31, 1999, 1998 and 1997, the cash and certain other compensation earned
by the Chief Executive Officer and such other executive officers whose annual
salary and bonus exceeded $100,000 during 1999 (together with the CEO,
collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Awards Shares
Name and Principal Position Year Salary($) Bonus($) Underlying Options (#)
<S> <C> <C> <C> <C>
Stanley Hollander, Chief Executive 1999 306,461 37,500 83,334 1
Officer and President and Chairman 1998 196,000 236,667 2
of the Board of Directors3 1997 263,000 --
Ronald B. Koenig, 1999 158,715 10,000 --
Director and Chairman of the Board of 1998 200,000 236,667 2
Directors 4 1997 250,000 --
Alan L. Jacobs, Executive Vice 1999 181,153 20,000 --
President and Director 1998 17,306 80,000 2
1997 225,000 --
Michael S. Jacobs, Chief Financial 1999 216,043 20,000 --
Officer, Secretary and Treasurer 5 1998 150,000 150,000 2
1997 150,000 41,667
Jay J. Matulich, Senior Vice 1999 144,471 20,000 --
President 1998 131,000 150,000 2
1997 125,000 41,667
</TABLE>
1 Represents shares of Common Stock underlying stock options granted under the
1998 Amended and Restated Stock Option Plan in 1999.
2 Represents shares of Common Stock underlying options granted under the 1998
Amended and Restated Stock Option Plan in 1998.
3 Effective September 27, 2000, Mr. Hollander resigned as Chief Executive
Officer and President of the Company.
4 Effective January 10, 2000, Mr. Koenig resigned as Chairman of the Board of
Directors of the Company and effective September 30, 2000, Mr. Koenig resigned
as a director of the Company.
5 Effective June 12, 2000, Mr. Jacobs resigned as Secretary and Treasurer of the
Company and effective July 18, 2000, Mr. Jacobs resigned as Chief Financial
Officer of the Company.
Messrs. Hollander, A. Jacobs, M. Jacobs, and Matulich have entered into
a one-year employment agreement dated November 1, 1999 with the Company. The
agreements are automatically extended for a further year, unless either party
gives 90 days' notice to the other. The Company currently pays annual salaries
to Messrs. Hollander, A. Jacobs, M. Jacobs, and Matulich of $450,000, $240,000,
$225,000 and $240,000, respectively.
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Members of the Company's Board of Directors are not compensated for
attending Board of Directors meetings.
Option Grants in Last Fiscal Year
The following table sets forth information concerning stock options granted
during 1999 to any of the Named Executive Officers:
OPTION GRANTS IN FISCAL YEAR
ENDED DECEMBER 31, 1999
Number of Percent of
Shares Total Options Exercise
Underlying Granted in Price Expiration
Name Options Fiscal Year Per Share Date
Stanley Hollander 83,334 7.9% $ 7.08 January 4, 2009
The following table sets forth information concerning stock options exercises
and year-end value for any of the Named Executive Officers:
AGGREGATED OPTION EXERCISES IN FISCAL YEAR
ENDED DECEMBER 31, 1999
AND OPTION VALUES AT DECEMBER 31, 1999
Number of Shares of
Common Stock
Underlying Unexercised Options
At December 31, 1999
Value of Unexercised
In-The-Money Options at
Name Exercisable Unexercisable December 31, 1999 *
Stanley Hollander 186,668 0 $ 4,555,398
Ronald B. Koenig 103,334 0 $ 2,744,551
Michael S. Jacobs 108,334 0 $ 2,877,351
Jay J. Matulich 108,334 0 $ 2,877,351
None of the Named Executive Officers acquired shares of Common Stock
upon the exercise of stock options in 1999.
* Based upon the closing price of $28.81 per share of Company Common Stock on
December 31, 1999.
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<PAGE>
Stock Option Plans
The Company maintains a stock option plan which is designed to attract
and retain directors, executive officers and other employees of the Company and
to reward them for delivering long-term value to the Company. The Committee
granted options to purchase a total of 1,046,111 shares of the Company's Common
Stock under the 1998 Amended and Restated Stock Option Plan in 1999.
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<PAGE>
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
At the Annual Meeting, eight directors are to be elected to hold office
until the Annual Meeting of Stockholders to be held in 2001 and until their
successors have been elected and qualified. The eight nominees for election as
directors are listed below. Each nominee is currently a member of the Board of
Directors. The persons named in the enclosed proxy card have advised that,
unless otherwise directed on the proxy card, they intend to vote FOR the
election of the nominees. Should any nominee become unable or unwilling to
accept nomination or election for any reason, persons named in the enclosed
proxy card may vote for a substitute nominee designated by the Board of
Directors. The Company has no reason to believe the nominees named will be
unable or unwilling to serve if elected.
Nominees
The persons nominated as directors are as follows:
------------------------------- -------- ---------------------------------------
NAME AGE POSITION(s)
------------------------------- -------- ---------------------------------------
W. Thomas Hodgson 47 Chief Executive Officer and President
Stanley Hollander 62 Chairman of the Board of Directors
Alan L. Jacobs 58 Executive Vice President and Director
N. Bulent Gultekin 52 Director
Christopher D. Jennings 45 Director
G.F. Kym Anthony 44 Director
Nicholas Backhouse 36 Director
Michael K. Whitaker 44 Director
------------------------------- -------- ---------------------------------------
W. THOMAS HODGSON. Mr. Hodgson has been our Chief Executive Officer, President
and a Director since September 2000. Mr. Hodgson has served as our Chief
Operating Officer since November 1999. Mr. Hodgson was President and Chief
Operating Officer of Marathon Asset Management, Inc. and Marathon Mutual Funds,
Inc. in Toronto, Ontario, Canada prior to November 1999. From June 1995 to
September 1997, Mr. Hodgson was the executive director of United World Colleges
(International) Limited.
STANLEY HOLLANDER. Mr. Hollander is the Chairman of the Board of Directors and
has been a Director of the Company since March 1996. Mr. Hollander served as our
President and Chief Executive Officer from March 1996 to September 2000. Mr.
Hollander currently serves on the Board of Directors for our subsidiary
UK-iNvest.com and for our affiliates, GlobalNet Direct, Italia-iNvest.com, UK
Wire, NewMedia Spark, plc, and Insurance City.
ALAN L. JACOBS. Mr. Jacobs has served as our Executive Vice President and a
Director since January 1995. Since September 1999, Mr. Jacobs has served as a
Director for Matchbook FX, LLC. From February 1995 to October 1997, Mr. Jacobs
served as a Director of Boca Raton Capital Corporation, a publicly-held
corporation, engaged in investment and financial activities.
N. BULENT GULTEKIN. Mr. Gultekin has been a Director of the Company since March
1996. Mr. Gultekin serves as a member of the Audit and Compensation Committee of
the Board of Directors of the Company. Since 1981, Mr. Gultekin has been an
Associate Professor of Finance at The Wharton School of the University of
Pennsylvania.
CHRISTOPHER D. JENNINGS. Mr. Jennings has been a Director of the Company since
May 1999. Mr. Jennings serves as a member of the Audit and Compensation
Committee of the Board of Directors of the Company. From 1995 to 1998, Mr.
Jennings served as a Managing Director of Cruttenden Roth Incorporated, an
investment banking firm. Since 1996, Mr. Jennings has served as a director of
Ugly Ducking Corporation, a public company engaged in automobile sales and
finance.
G. F. KYM ANTHONY. Mr. Anthony has been a Director of the Company since August
1999. Mr. Anthony is currently Chairman and Chief Operating Officer of National
Bank Financial (formerly First Marathon, Inc.). Before joining First Marathon,
Inc., Mr. Anthony was Vice Chairman of Toronto Dominion Bank and the Chairman
and Chief Executive Officer of Toronto Dominion Securities. Previously, he
held a number of senior
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positions with CIBC Wood Gundy, including senior positions in investment banking
and heading up Wood Gundy Asia operations global fixed income, global
derivatives, risk management and treasury. Mr. Anthony has been a director of
the Investment Dealers Association of Canada and a member of the Board of
Governors of The Toronto Stock Exchange.
MICHAEL WHITAKER. Mr. Whitaker has been a Director of the Company since
November 1999 and is the Chief Executive Officer and founder of EO, plc
(formerly 10Invest.com plc), a company created to deliver private equity
investment opportunities to private investors via the Internet. Until July 1999,
Mr. Whitaker was the Chief Executive Officer of Collins Stewart Limited, a
United Kingdom institutional securities brokerage firm.
NICHOLAS BACKHOUSE. Mr. Backhouse has been a Director of the Company since May
2000. Since July 1999 Mr. Backhouse has been the Chief Financial Officer of
Freeserve plc, a United Kingdom company engaged as an internet service provider
in the United Kingdom. Mr. Backhouse also serves on Freeserve plc's Board of
Directors. Before joining Freeserve plc, Mr. Backhouse served as managing
director of ING Barings Limited corporate finance division since 1989.
Compliance with Section 16(A) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors, executive officers and holders of more than 10% of the
Company's Common Stock to file reports of beneficial ownership and changes in
ownership of the Company's Common Stock with the Commission. Such persons are
required to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it, or oral
or written representations from certain reporting persons that no Form 5's were
required for those persons, the Company believes that, with respect to the
fiscal year ended December 31, 1999, all such filing requirements of its
directors, executive officers and greater than 10% beneficial owners were
complied with.
Meetings and Committees of the Board of Directors
During 1999, the Board of Directors held one formal meeting at which
all directors were present and took action by unanimous written consent fourteen
times.
The only committees of the Board of Directors are the Audit Committee
and the Compensation Committee. The Board of Directors does not have a
nominating or similar committee.
The Audit Committee is presently comprised of Christopher D. Jennings
and N. Bulent Gultekin. The duties and responsibilities of the Audit Committee
include (a) recommending to the Board of Directors the appointment of the
Company's independent public accountants and any termination of such engagement,
(b) reviewing the plan and scope of independent audits, (c) reviewing the
Company's significant accounting policies and internal controls, (d) having
general responsibility for all related auditing matters, and (e) reporting its
recommendations and findings to the full Board of Directors. The Audit Committee
did not meet during 1999.
The Compensation Committee is presently comprised of Christopher D.
Jennings and N. Bulent Gultekin. The Compensation Committee reviews and approves
the compensation of the Company's executive officers and administers the Amended
and Restated 1998 Stock Option Plan, as amended. The Compensation Committee took
action by unanimous written consent twice during 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF ALL OF THE
NOMINEES FOR ELECTION AS DIRECTORS.
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<PAGE>
PROPOSAL TWO
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors recommends that the firm of Richard A. Eisner &
Company LLP, Certified Public Accountants be appointed to serve as independent
auditors of the Company for the ensuing fiscal year. Richard A. Eisner & Company
LLP was the independent public auditor of the Company for the fiscal year ended
December 31, 1999. A representative of Richard A. Eisner & Company LLP is
expected to be present at the Annual Meeting, will have an opportunity to make a
statement if such representative desires to do so and is expected to be
available to respond to appropriate questions. The affirmative vote of a
majority of the votes cast is necessary to appoint Richard A. Eisner & Company
LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
PROPOSAL THREE
PROPOSAL TO FURTHER AMEND THE GLOBALNET FINANCIAL.COM, INC.
1998 AMENDED AND RESTATED STOCK OPTION PLAN
The Board of Directors of the Company has amended, subject to
stockholder approval, the Amended and Restated 1998 Stock Option Plan (the
"Stock Option Plan") to increase the number of shares of Common Stock authorized
for issuance under the Stock Option Plan by 3,000,000 shares from a total of
3,000,000 shares to 6,000,000 shares of Common Stock. Approval of this Amendment
shall also serve as approval of the prior issuance of options to purchase shares
of common stock issued subject to stockholder approval of this Amendment.
The Amended and Restated 1998 Stock Option Plan
The statements in this Proxy Statement concerning the terms and
provisions of the Stock Option Plan, are summaries only and do not purport to be
complete. All such statements are qualified in their entirety by reference to
the full text of the Stock Option Plan, which is attached hereto as Exhibit A.
Under the Stock Option Plan, options to purchase an aggregate of not
more than 3,000,000 shares of common stock may be granted from time to time to
key employees (including officers), consultants and directors. Options shall be
designated as Incentive Stock Options ("ISOs") or Nonqualified Stock Options
("NQSOs"). The Stock Option Plan is administered by a committee consisting of
Mr. N. Bulent Gultekin and Mr. Christopher D. Jennings, both outside directors
of the Company (the "Committee"). The Committee is generally empowered to
interpret the Stock Option Plan; to prescribe rules and regulations relating
thereto; to determine the terms of the option agreements; to amend the option
agreements with the consent of the optionee; to determine the key employees and
directors to whom options are to be granted; and to determine the number of
shares subject to each option and the exercise price thereof. The per share
exercise price of options granted under the Stock Option Plan will be not less
than 100% (110% for ISOs if the optionee owns more than 10% of the Common Stock)
of the fair market value per share of Common Stock on the date the options are
granted.
Options are exercisable for a term not greater than ten years from the
date of grant (five years from the date of grant of an ISO if the optionee owns
more than 10% of the common stock). In the event of the termination of the
relationship between the option holder and the Company for cause (as defined in
the Stock Option Plan), all options granted to that option holder terminate
immediately. Options may be exercised during the option holder's lifetime only
by the option holder, his or her guardian or legal representative.
11
<PAGE>
Options granted pursuant to the Stock Option Plan which are ISOs are
intended to enjoy the attendant tax benefits provided under Sections 421 and 422
of the Internal Revenue Code of 1986, as amended. Accordingly, the Stock Option
Plan provides that the aggregate fair market value (determined at the time an
ISO is granted) of the common stock subject to ISOs exercisable for the first
time by an option holder during any calendar year (under all plans of the
Company) may not exceed $100,000. The Board of Directors of the Company may
modify, suspend or terminate the Stock Option Plan; provided, however, that
certain material modifications affecting the Stock Option Plan must be approved
by the stockholders, and any change in the Stock Option Plan that may adversely
affect an option holder's rights under an option previously granted under the
Stock Option Plan requires the consent of the option holder.
The maximum number of shares of Common Stock authorized for issuance
under the Stock Option Plan is 3,000,000 shares. The Company, through Board of
Director approval, granted options to purchase 1,142,196 shares of Common Stock
which exceeded the maximum number of shares allowed under the Stock Option Plan.
The Board of Directors issued these options, subject to stockholder approval, in
order to attract skilled and qualified employees in the marketplace, and to
reward current employees.
Approval of the Amendment will serve to approve the options to purchase
1,142,196 shares granted by the Board of Directors, and will provide additional
shares for which options can be issued in the future in order to attract and
retain employees.
The Amendment to the Stock Option Plan.
The amendment to the Stock Option Plan increases the Shares reserved
for issuance to 6,000,000 shares of Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
OTHER BUSINESS
The Board of Directors knows of no other business to be brought before
the Annual Meeting. If, however, any other business should properly come before
the Annual Meeting, the persons named in the accompanying proxy will vote
proxies as in their discretion they may deem appropriate, unless they are
directed by a proxy to do otherwise.
It is important that your stock be represented at the meeting,
regardless of the number of shares which you hold. You are, therefore, urged to
execute and return the accompanying proxy in the envelope which has been
enclosed, at your earliest convenience.
INFORMATION CONCERNING STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Commission, a stockholder
intending to present a proposal to be included in the Company's proxy statement
for the Company's Annual Meeting of Stockholders to be held in 2001 must deliver
a proposal in writing to the Company's principal executive offices no later than
January 15, 2001.
By Order Of The Board of Directors
----------------------------------
Monique MacLaren, Secretary
Boca Raton, Florida
October 6, 2000
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EXHIBIT A
--------------------------
GLOBNALNET FINANCIAL.COM, INC.
1998 AMENDED AND RESTATED STOCK OPTION PLAN
(as amended)
<PAGE>
--------------------------------------
AMENDED AND RESTATED
GLOBALNET FINANCIAL.COM, INC.
1998 STOCK OPTION PLAN
--------------------------------------
1. Purpose. The purpose of this Plan is to advance the interests of
GLOBALNET FINANCIAL.COM, INC., a Delaware corporation (the "Company"), by
providing an additional incentive to attract, retain and motivate highly
qualified and competent persons who are key to the Company, including key
employees, consultants, independent contractors, Officers and Directors, and
upon whose efforts and judgment the success of the Company and its Subsidiaries
is largely dependent, by authorizing the grant of options to purchase Common
Stock of the Company and other related benefits to persons who are eligible to
participate hereunder, thereby encouraging stock ownership in the Company by
such persons, all upon and subject to the terms and conditions of this Plan.
2. Definitions. As used herein, the following terms shall have the
meanings indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Cause" shall mean any of the following:
(i) a determination by the Company that there has been a
willful, reckless or grossly negligent failure by the Optionee to perform his or
her duties as an employee of the Company;
(ii) a determination by the Company that there has been a
willful breach by the Optionee of any of the material terms or provisions of any
employment agreement between such Optionee and the Company;
(iii) any conduct by the Optionee that either results in his
or her conviction of a felony under the laws of the United States of America or
any state thereof, or of an equivalent crime under the laws of any other
jurisdiction;
(iv) a determination by the Company that the Optionee has
committed an act or acts involving fraud, embezzlement, misappropriation, theft,
breach of fiduciary duty or material dishonesty against the Company, its
properties or personnel;
(v) any act by the Optionee that the Company determines to be
in willful or wanton disregard of the Company's best interests, or which
results, or is intended to result, directly or indirectly, in improper gain or
personal enrichment of the Optionee at the expense of the Company;
(vi) a determination by the Company that there has been a
willful, reckless or grossly negligent failure by the Optionee to comply with
any rules, regulations,
<PAGE>
policies or procedures of the Company, or that the Optionee has engaged in any
act, behavior or conduct demonstrating a deliberate and material violation or
disregard of standards of behavior that the Company has a right to expect of its
employees; or
(vii) if the Optionee, while employed by the Company and for
two years thereafter, violates a confidentiality and/or noncompete agreement
with the Company, or fails to safeguard, divulges, communicates, uses to the
detriment of the Company or for the benefit of any person or persons, or misuses
in any way, any Confidential Information; provided, however, that, if the
Optionee has entered into a written employment agreement with the Company which
remains effective and which expressly provides for a termination of such
Optionee's employment for "cause," the term "Cause" as used herein shall have
the meaning as set forth in the Optionee's employment agreement in lieu of the
definition of "Cause" set forth in this Section 2(b).
(c) "Change of Control" shall mean the acquisition by any person or
group (as that term is defined in the Exchange Act, and the rules promulgated
pursuant to that act) in a single transaction or a series of transactions of
thirty percent (30%) or more in voting power of the outstanding stock of the
Company and a change of the composition of the Board of Directors so that,
within two years after the acquisition took place, a majority of the members of
the Board of Directors of the Company, or of any corporation with which the
Company may be consolidated or merged, are persons who were not directors or
officers of the Company or one of its Subsidiaries immediately prior to the
acquisition, or to the first of a series of transactions which resulted in the
acquisition of thirty percent (30%) or more in voting power of the outstanding
stock of the Company.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Committee" shall mean the stock option committee appointed by the
Board or, if not appointed, the Board.
(f) "Common Stock" shall mean the Company's Common Stock, par value
$.001 per share.
(g) "Director" shall mean a member of the Board.
(h) "Employee" shall mean any person, including officers, directors,
consultants and independent contractors employed by the Company or any parent or
Subsidiary of the Company within the meaning of Section 3401(c) of the
regulators promulgated thereunder.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(j) "Fair Market Value" of a Share on any date of reference shall be
the Closing Price of a share of Common Stock on the business day immediately
preceding such date, unless the Committee in its sole discretion shall determine
otherwise in a fair and uniform manner. For this purpose, the "Closing Price" of
the Common Stock on any business day shall
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be (i) if the Common Stock is listed or admitted for trading on any United
States national securities exchange, or if actual transactions are otherwise
reported on a consolidated transaction reporting system, the last reported sale
price of the Common Stock on such exchange or reporting system, as reported in
any newspaper of general circulation, (ii) if the Common Stock is quoted on The
Nasdaq Stock Market ("Nasdaq"), or any similar system of automated dissemination
of quotations of securities prices in common use, the mean between the closing
high bid and low asked quotations for such day of the Common Stock on such
system, or (iii) if neither clause (i) nor (ii) is applicable, the mean between
the high bid and low asked quotations for the Common Stock as reported by the
National Quotation Bureau, Incorporated if at least two securities dealers have
inserted both bid and asked quotations for the Common Stock on at least five of
the 10 preceding days. If the information set forth in clauses (i) through (iii)
above is unavailable or inapplicable to the Company (e.g., if the Company's
Common Stock is not then publicly traded or quoted), then the "Fair Market
Value" of a Share shall be the fair market value (i.e., the price at which a
willing seller would sell a Share to a willing buyer when neither is acting
under compulsion and when both have reasonable knowledge of all relevant facts)
of a share of the Common Stock on the business day immediately preceding such
date as the Committee in its sole and absolute discretion shall determine in a
fair and uniform manner.
(k) "Incentive Stock Option" shall mean an incentive stock option as
defined in Section 422 of the Code.
(l) "Non-Statutory Stock Option" or "Nonqualified Stock Option" shall
mean an Option which is not an Incentive Stock Option.
(m) "Officer" shall mean the Company's chairman, president, principal
financial officer, principal accounting officer (or, if there is no such
accounting officer, the controller), any vice-president of the Company in charge
of a principal business unit, division or function (such as sales,
administration or finance), any other officer who performs a policy-making
function, or any other person who performs similar policy-making functions for
the Company. Officers of Subsidiaries shall be deemed Officers of the Company if
they perform such policy-making functions for the Company. As used in this
paragraph, the phrase "policy-making function" does not include policy-making
functions that are not significant. Unless specified otherwise in a resolution
by the Board, an "executive officer" pursuant to Item 401(b) of Regulation S-K
(17 C.F.R. ss. 229.401(b)) shall be only such person designated as an "Officer"
pursuant to the foregoing provisions of this paragraph.
(n) "Option" (when capitalized) shall mean any stock option granted
under this Plan.
(o) "Optionee" shall mean a person to whom an Option is granted under
this Plan or any person who succeeds to the rights of such person under this
Plan by reason of the death of such person.
(p) "Plan" shall mean this Amended and Restated 1998 Stock Option Plan
of the Company, which Plan shall be effective upon approval by the Board,
subject to approval,
3
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within 12 months of the date thereof by holders of a majority of the Company's
issued and outstanding Common Stock of the Company.
(q) "Share" or "Shares" shall mean a share or shares, as the case may
be, of the Common Stock, as adjusted in accordance with Section 10 of this Plan.
(r) "Subsidiary" shall mean any corporation (other than the Company) in
any unbroken chain of corporations beginning with the Company if, at the time of
the granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.
3. Shares and Options. Subject to adjustment in accordance with Section
10 hereof, the Company may issue up to six million (6,000,000) Shares from
Shares held in the Company's treasury or from authorized and unissued Shares
through the exercise of Options issued pursuant to the provisions of this Plan.
If any Option granted under this Plan shall terminate, expire, or be canceled,
forfeited or surrendered as to any Shares, the Shares relating to such lapsed
Option shall be available for issuance pursuant to new Options subsequently
granted under this Plan. Upon the grant of any Option hereunder, the authorized
and unissued Shares to which such Option relates shall be reserved for issuance
to permit exercise under this Plan. Subject to the provisions of Section 14
hereof, an Option granted hereunder shall be either an Incentive Stock Option or
a Non-Statutory Stock Option as determined by the Committee at the time of grant
of such Option and shall clearly state whether it is an Incentive Stock Option
or Non-Statutory Stock Option. All Incentive Stock Options shall be granted
within 10 years from the effective date of this Plan.
4. Limitations. Options otherwise qualifying as Incentive Stock Options
hereunder will not be treated as Incentive Stock Options to the extent that the
aggregate Fair Market Value (determined at the time the Option is granted) of
the Shares, with respect to which Options meeting the requirements of Code
Section 422(b) are exercisable for the first time by any individual during any
calendar year (under all stock option or similar plans of the Company and any
Subsidiary), exceeds $100,000.
5. Conditions for Grant of Options.
(a) Each Option shall be evidenced by an option agreement that may
contain any term deemed necessary or desirable by the Committee, provided such
terms are not inconsistent with this Plan or any applicable law. Optionees shall
be those persons selected by the Committee from the class of all regular
Employees of the Company or its Subsidiaries, including Employee Directors and
Officers who are regular or former regular employees of the Company, Directors
who are not regular employees of the Company, as well as consultants to the
Company. Any person who files with the Committee, in a form satisfactory to the
Committee, a written waiver of eligibility to receive any Option under this Plan
shall not be eligible to receive any Option under this Plan for the duration of
such waiver.
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(b) In granting Options, the Committee shall take into consideration
the contribution the person has made, or is expected to make, to the success of
the Company or its Subsidiaries and such other factors as the Committee shall
determine. The Committee shall also have the authority to consult with and
receive recommendations from Officers and other personnel of the Company and its
Subsidiaries with regard to these matters. The Committee may from time to time
in granting Options under this Plan prescribe such terms and conditions
concerning such Options as it deems appropriate, provided that such terms and
conditions are not more favorable to an Optionee than those expressly permitted
herein; provided further, however, that to the extent not cancelled pursuant to
Section 9(b) hereof, upon a Change in Control, any Options that have not yet
vested, may, in the sole discretion of the Committee, vest upon such Change in
Control.
(c) The Options granted to employees under this Plan shall be in
addition to regular salaries, pension, life insurance or other benefits related
to their employment with the Company or its Subsidiaries. Neither this Plan nor
any Option granted under this Plan shall confer upon any person any right to
employment or continuance of employment (or related salary and benefits) by the
Company or its Subsidiaries.
6. Exercise Price. The exercise price per Share of any Option shall be
any price determined by the Committee but shall not be less than the par value
per Share; provided, however, that in no event shall the exercise price per
Share of any Incentive Stock Option be less than the Fair Market Value of the
Shares underlying such Option on the date such Option is granted and, in the
case of an Incentive Stock Option granted to a 10% stockholder, the per Share
exercise price will not be less than 110% of the Fair Market Value in accordance
with Section 14 of this Plan. Re-granted Options, or Options which are canceled
and then re-granted covering such canceled Options, will, for purposes of this
Section 6, be deemed to have been granted on the date of the re-granting.
7. Exercise of Options.
(a) An Option shall be deemed exercised when (i) the Company has
received written notice of such exercise in accordance with the terms of the
Option, (ii) full payment of the aggregate option price of the Shares as to
which the Option is exercised has been made, (iii) the Optionee has agreed to be
bound by the terms, provisions and conditions of any applicable stockholders'
agreement, and (iv) arrangements that are satisfactory to the Committee in its
sole discretion have been made for the Optionee's payment to the Company of the
amount that is necessary for the Company or the Subsidiary employing the
Optionee to withhold in accordance with applicable Federal or state tax
withholding requirements. Unless further limited by the Committee in any Option,
the exercise price of any Shares purchased pursuant to the exercise of such
Option shall be paid in cash, by certified or official bank check, by money
order, with Shares or by a combination of the above; provided, however, that the
Committee in its sole discretion may accept a personal check in full or partial
payment of any Shares. The Company in its sole discretion may, on an individual
basis or pursuant to a general program established by the Committee in
connection with this Plan, lend money to an Optionee to exercise all or a
portion of the Option granted hereunder. If the exercise price is paid in whole
or part with the Optionee's promissory note, such note shall (i) provide for
full recourse to the maker, (ii) be
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<PAGE>
collateralized by the pledge of the Shares that the Optionee purchases upon
exercise of such Option, (iii) bear interest at a rate no less than the rate of
interest payable by the Company to its principal lender, and (iv) contain such
other terms as the Committee in its sole discretion shall require.
(b) No Optionee shall be deemed to be a holder of any Shares subject to
an Option unless and until a stock certificate or certificates for such Shares
are issued to such person(s) under the terms of this Plan. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as expressly provided
in Section 10 hereof.
(c) Any Option may, in the discretion of the Committee, be exercised
pursuant to a "cashless" or "net issue" exercise. In lieu of exercising the
Option as specified in subsection (a) above, the Optionee may pay in whole or in
part with Shares, the number of which shall be determined by dividing (a) the
aggregate Fair Value of such Shares otherwise issuable upon exercise of the
Option minus the aggregate Exercise Price of such Option by (b) the Fair Value
of one such Share, or the Optionee may pay in whole or in part through a
reduction in the number of Shares received through the exercise of the Option
equal to the quotient of the (a) aggregate Fair Value of all the Shares issuable
upon exercise of the Option minus the aggregate Exercise Price of such Option
(b) divided by the Fair Value of one such share. If the exercise price is paid
in whole or in part with Shares, the value of the Shares surrendered shall be
their Fair Market Value on the date the Option is exercised.
8. Exercisability of Options. Any Option shall become exercisable in
such amounts, at such intervals, upon such events or occurrences and upon such
other terms and conditions as shall be provided in an individual Option
agreement evidencing such Option, except as otherwise provided in Section 5(b)
or this Section 8.
(a) The expiration date(s) of an Option shall be determined by the
Committee at the time of grant, but in no event shall an Option be exercisable
after the expiration of 10 years from the date of grant of the Option.
(b) Unless otherwise expressly provided in any Option as approved by
the Committee, notwithstanding the exercise schedule set forth in any Option,
each outstanding Option, may, in the sole discretion of the Committee, become
fully exercisable upon the date of the occurrence of any Change of Control, but,
unless otherwise expressly provided in any Option, no earlier than six months
after the date of grant, and if and only if Optionee is in the employ of the
Company on such date.
(c) The Committee may in its sole discretion accelerate the date on
which any Option may be exercised and may accelerate the vesting of any Shares
subject to any Option or previously acquired by the exercise of any Option.
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<PAGE>
9. Termination of Option Period.
(a) Unless otherwise expressly provided in any Option, the unexercised
portion of any Option shall automatically and without notice immediately
terminate and become forfeited, null and void at the time of the earliest to
occur of the following:
(i) three months after the date on which the Optionee's
employment is terminated for any reason other than by reason of (A) Cause, (B)
the termination of the Optionee's employment with the Company by such Optionee
following less than 60 days' prior written notice to the Company of such
termination (an "Improper Termination"), (C) a mental or physical disability
(within the meaning of Section 22(e) of the Code) as determined by a medical
doctor satisfactory to the Committee, or (D) death;
(ii) immediately upon (A) the termination by the Company of
the Optionee's employment for Cause, or (B) an Improper Termination;
(iii) one year after the date on which the Optionee's
employment is terminated by reason of a mental or physical disability (within
the meaning of Code Section 22(e)) as determined by a medical doctor
satisfactory to the Committee or the later of three months after the date on
which the Optionee shall die if such death shall occur during the one-year
period specified herein; or
(iv) the later of (a) one year after the date of termination
of the Optionee's employment by reason of death of the employee, or (b) three
months after the date on which the Optionee shall die if such death shall occur
during the one year period specified in Subsection 9(a)(iii) hereof.
(b) The Committee in its sole discretion may, by giving written notice
("cancellation notice"), cancel effective upon the date of the consummation of
any corporate transaction described in Subsection 10(d) hereof, any Option that
remains unexercised on such date. Such cancellation notice shall be given a
reasonable period of time prior to the proposed date of such cancellation and
may be given either before or after approval of such corporate transaction.
(c) Upon termination of Optionee's employment as described in this
Section 9, or otherwise, any Option (or portion thereof) not previously vested
or not yet exercisable pursuant to Section 8 of this Plan or the vesting
schedule set forth in such Option shall be immediately canceled.
10. Adjustment of Shares.
(a) If at any time while this Plan is in effect or unexercised Options
are outstanding, there shall be any increase or decrease in the number of issued
and outstanding Shares through the declaration of a stock dividend or through
any recapitalization resulting in a stock split, combination or exchange of
Shares (other than any such exchange or issuance of
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<PAGE>
Shares through which Shares are issued to effect an acquisition of another
business or entity or the Company's purchase of Shares to exercise a "call"
purchase option), then and in such event:
(i) appropriate adjustment shall be made in the maximum number
of Shares available for grant under this Plan, so that the same percentage of
the Company's issued and outstanding Shares shall continue to be subject to
being so optioned;
(ii) appropriate adjustment shall be made in the number of
Shares and the exercise price per Share thereof then subject to any outstanding
Option, so that the same percentage of the Company's issued and outstanding
Shares shall remain subject to purchase at the same aggregate exercise price;
and
(iii) such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.
(b) Subject to the specific terms of any Option, the Committee may
change the terms of Options outstanding under this Plan, with respect to the
option price or the number of Shares subject to the Options, or both, when, in
the Committee's sole discretion, such adjustments become appropriate by reason
of a corporate transaction described in Subsection 10(d) hereof, or otherwise.
(c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into or exchangeable for shares of its capital stock of any class, either in
connection with a direct or underwritten sale, or upon the exercise of rights or
warrants to subscribe therefor or purchase such Shares, or upon conversion of
obligations of the Company into such Shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of or exercise price of Shares then subject to outstanding Options
granted under this Plan.
(d) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under this Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, reclassifications, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business; (ii) any merger or
consolidation of the Company or to which the Company is a party; (iii) any
issuance by the Company of debt securities, or preferred or preference stock
that would rank senior to or above the Shares subject to outstanding Options;
(iv) any purchase or issuance by the Company of Shares or other classes of
common stock or common equity securities; (v) the dissolution or liquidation of
the Company; (vi) any sale, transfer, encumbrance, pledge or assignment of all
or any part of the assets or business of the Company; or (vii) any other
corporate act or proceeding, whether of a similar character or otherwise.
(e) The Optionee shall receive written notice within a reasonable time
prior to the consummation of such action advising the Optionee of any of the
foregoing. The Committee may, in the exercise of its sole discretion, in such
instances declare that any Option shall terminate as of a date fixed by the
Board and give each Optionee the right to exercise his or her Option.
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<PAGE>
11. Transferability. No Option or stock appreciation right granted
hereunder shall be sold, pledged, assigned, hypothecated, disposed or otherwise
transferred by the Optionee other than by will or the laws of descent and
distribution, unless otherwise authorized by the Board, and no Option or stock
appreciation right shall be exercisable during the Optionee's lifetime by any
person other than the Optionee.
12. Issuance of Shares. As a condition of any sale or issuance of
Shares upon exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any such law or regulation including, but not limited to, the
following:
(i) a representation and warranty by the Optionee to the
Company, at the time any Option is exercised, that he is acquiring the Shares to
be issued to him for investment and not with a view to, or for sale in
connection with, the distribution of any such Shares; and
(ii) an agreement and undertaking to comply with all of the
terms, restrictions and provisions set forth in any then applicable
stockholders' agreement relating to the Shares, including, without limitation,
any restrictions on transferability, any rights of first refusal and any option
of the Company to "call" or purchase such Shares under then applicable
agreements, and
(iii) any restrictive legend or legends, to be embossed or
imprinted on Share certificates, that are, in the discretion of the Committee,
necessary or appropriate to comply with the provisions of any securities law or
other restriction applicable to the issuance of the Shares.
13. Stock Appreciation Rights. The Committee may grant stock
appreciation rights to Employees, either or tandem with Options that have been
or are granted under the Plan or with respect to a number of Shares on which an
Option is not granted. A stock appreciation right shall entitle the holder to
receive, with respect to each Share as to which the right is exercised, payment
in an amount equal to the excess of the Share's Fair Market Value on the date
the right is exercised over its Fair Market Value on the date the right was
granted. Such payment may be made in cash or in Shares valued at the Fair Market
Value as of the date of surrender, or partly in cash and partly in Shares, as
determined by the Committee in its sole discretion. The Committee may establish
a maximum appreciation value payable for stock appreciation rights.
14. Restricted Stock Awards. The Committee may grant restricted stock
awards under the Plan in Shares or denominated in units of Shares. The
Committee, in its sole discretion, may make such awards subject to conditions
and restrictions, as set forth in the instrument evidencing the award, which may
be based on continuous service with the Company or the attainment of certain
performance goals related to profits, profit growth, cash-flow or shareholder
returns, where such goals may be stated in absolute terms or relative to
comparison companies or indices to be achieved during a period of time.
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15. Administration of this Plan.
(a) This Plan shall be administered by the Committee, which shall
consist of not less than two Directors. The Committee shall have all of the
powers of the Board with respect to this Plan. Any member of the Committee may
be removed at any time, with or without cause, by resolution of the Board and
any vacancy occurring in the membership of the Committee may be filled by
appointment by the Board.
(b) Subject to the provisions of this Plan, the Committee shall have
the authority, in its sole discretion, to: (i) grant Options, (ii) determine the
exercise price per Share at which Options may be exercised, (iii) determine the
Optionees to whom, and time or times at which, Options shall be granted, (iv)
determine the number of Shares to be represented by each Option, (v) determine
the terms, conditions and provisions of each Option granted (which need not be
identical) and, with the consent of the holder thereof, modify or amend each
Option, (vi) defer (with the consent of the Optionee) or accelerate the exercise
date of any Option, and (vii) make all other determinations deemed necessary or
advisable for the administration of this Plan, including re-pricing, canceling
and regranting Options.
(c) The Committee, from time to time, may adopt rules and regulations
for carrying out the purposes of this Plan. The Committee's determinations and
its interpretation and construction of any provision of this Plan shall be
final, conclusive and binding upon all Optionees and any holders of any Options
granted under this Plan.
(d) Any and all decisions or determinations of the Committee shall be
made either (i) by a majority vote of the members of the Committee at a meeting
of the Committee or (ii) without a meeting by the unanimous written approval of
the members of the Committee.
(e) No member of the Committee, or any Officer or Director of the
Company or its Subsidiaries, shall be personally liable for any act or omission
made in good faith in connection with this Plan.
16. Incentive Options for 10% Stockholders. Notwithstanding any other
provisions of this Plan to the contrary, an Incentive Stock Option shall not be
granted to any person owning directly or indirectly (through attribution under
Section 424(d) of the Code) at the date of grant, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or of
its Subsidiary) at the date of grant unless the exercise price of such Option is
at least 110% of the Fair Market Value of the Shares subject to such Option on
the date the Option is granted, and such Option by its terms is not exercisable
after the expiration of 10 years from the date such Option is granted.
17. Interpretation.
(a) This Plan shall be administered and interpreted so that all
Incentive Stock Options granted under this Plan will qualify as Incentive Stock
Options under Section 422 of the Code. If any provision of this Plan should be
held invalid for the granting of Incentive Stock Options or illegal for any
reason, such determination shall not affect the remaining provisions
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hereof, and this Plan shall be construed and enforced as if such provision had
never been included in this Plan.
(b) This Plan shall be governed by the laws of the State of Florida.
(c) Headings contained in this Plan are for convenience only and shall
in no manner be construed as part of this Plan or affect the meaning or
interpretation of any part of this Plan.
(d) Any reference to the masculine, feminine, or neuter gender shall be
a reference to such other gender as is appropriate.
(e) Time shall be of the essence with respect to all time periods
specified for the giving of notices to the company hereunder, as well as all
time periods for the expiration and termination of Options in accordance with
Section 9 hereof (or as otherwise set forth in an option agreement).
18. Amendment and Discontinuation of this Plan. Either the Board or the
Committee may from time to time amend this Plan or any Option without the
consent or approval of the stockholders of the Company; provided, however, that,
except to the extent provided in Section 9, no amendment or suspension of this
Plan or any Option issued hereunder shall substantially impair any Option
previously granted to any Optionee without the consent of such Optionee.
19. Termination Date. This Plan shall terminate ten years after the
date of adoption by the Board of Directors.
11
<PAGE>
GLOBALNET FINANCIAL.COM, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
GLOBALNET FINANCIAL.COM, INC.
The undersigned hereby appoints Michael S. Jacobs and Alan L. Jacobs as
Proxies, each with full power to appoint a substitute, to represent and to vote,
with all the powers the undersigned would have if personally present, all the
shares of Common Stock, $.001 par value per share, or of Class A Common Stock,
$.001 par value per share, as the case may be, of GlobalNet Financial.com, Inc.
(the "Company") held of record by the undersigned on October 5, 2000 at the
Annual Meeting of Stockholders to be held on November 6, 2000 or any adjournment
or adjournments thereof.
Proposal 1.
[ ] FOR ALL THE NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below
W. Thomas Hodgson Alan L. Jacobs
Stanley Hollander G.F. Kym Anthony
N. Bulent Gultekin Michael K. Whitaker
Christopher D. Jennings Nicholas Backhouse
(INSTRUCTIONS: To withhold authority for any individual nominees, write
that nominee's name in the space below.)
Proposal 2. Approval of proposal to ratify the appointment of Richard
A. Eisner & Company LLP, as the Company's independent certified public
accountants for the year 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Proposal 3. Approval of proposal to amend the Amended and Restated 1998
Stock Option Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
In their discretion, the Proxies are authorized to vote upon other
business as may come before the meeting.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made, the
Proxy will be voted FOR Proposals 1, 2 and 3.
Dated: _________________________ , 2000
_______________________________________
(Signature)
_______________________________________
(Signature)
PLEASE SIGN HERE
Please date this proxy and sign your
name exactly as it appears hereon.
<PAGE>
Where there is more than one owner,
each should sign. When signing as an
agent, attorney, administrator,
executor, guardian, or trustee, please
add your title as such. If executed by
a corporation, the proxy should be
signed by a duly authorized officer who
should indicate his office.
PLEASE DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
