SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for Use of the
Commission only (as permitted
by Rule 14c-5(d)(2)
[X] Definitive Information Statement
Internet Stock Market Resources, Inc.
-------------------------------------
(Name of Registrant as Specified in Charter)
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[ ] $125 per Exchange Act Rules 0-11(c)1(ii), or 14c-5(g)
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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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>
Internet Stock Market Resources, Inc.
405 Central Avenue
St. Petersburg, FL 33701
June 7, 2000
INFORMATION STATEMENT
This Information Statement is being mailed to the stockholders of
Internet Stock Market Resources, Inc. (the "Company") commencing on or about
June 7, 2000, in connection with the previous approval by the Board of Directors
("Board") of the Company of the corporate actions referred to below and their
subsequent adoption by the holders of a majority of the outstanding shares of
common stock of the Company. Accordingly, all necessary corporate approvals in
connection with the matters referred to herein have been obtained, and this
Information Statement is furnished solely for the purpose of informing
stockholders, in the manner required under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), of these corporate actions before they take
effect.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
ACTIONS TAKEN
The Company, as authorized by the necessary approvals of the Board and
the Company's majority stockholders, has approved the adoption of an amendment,
in the form of Exhibit A hereto (the "Amendment"), to the Company's Certificate
of Incorporation, as amended, to change the name of the Company to VentureNet,
Inc. The Amendment was adopted to better identify the Company's business. The
majority stockholders' consent with respect to the Amendment took effect on June
7, 2000. A complete summary of this matter is set forth herein.
NO DISSENTERS' RIGHTS
The corporate actions described in this Information Statement will not
afford to stockholders the opportunity to dissent from the actions described
herein and to receive an agreed or judicially appraised value for their shares.
THE AMENDMENT
Purpose of the Amendment
The Company has adopted the Amendment to better identify the core
business of the Company as focused on Internet ventures. The amendment was
approved by unanimous consent of the Board of Directors of the Company. The
Company has taken all action required under Delaware law to approve the
Amendment; however, since stockholder approval of the Amendment was obtained by
written consent rather than at a stockholders' meeting, the Exchange Act will
not permit such filing until the expiration of 20 calendar days from the date
hereof. Upon the expiration of such 20-day period, the Company will file the
Amendment with the Delaware Secretary of State.
<PAGE>
Stockholder Approval Previously Obtained
The Company has approximately 1,381,333 issued and outstanding shares
of Common Stock, each of which is entitled to one vote on any matter brought to
a vote of the Company's stockholders. By written consent dated June 6, 2000, the
holders of a majority of the outstanding shares of common stock approved the
adoption and implementation of the Amendment, such consent to take effect 20
days following the mailing of this Information Statement or on such other date
as may be specified by the Board. Such action is sufficient to satisfy the
applicable requirements of Delaware law that such actions be approved by
stockholders. Accordingly, stockholders will not be asked to take further action
on the Amendment at any future meeting.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of June 7, 2000, the beneficial
ownership of the Company's Common Stock (i) by the only persons who are known by
the Company to own beneficially more than 5% of the Company's Common Stock; (ii)
by each director of the Company; and (iii) by all directors and officers as a
group. Percentage ownership assumes all vested options are fully exercised.
<TABLE>
<CAPTION>
Name and Address of Shares of Common Options Total Percentage
Beneficial Owner Stock Owned Ownership
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A.N. Kyriakides 222,223 0 222,223 16.09%
405 Central Ave.-Lobby
St. Petersburg, FL 33701
Budd Morris 27,778 0 27,778 2.01%
405 Central Ave.-Lobby
St. Petersburg, FL 33701
Caroline Latta 27,778 0 27,778 2.01%
405 Central Ave.-Lobby
St. Petersburg, FL 33701
All Officer and Directors
as a Group 277,779 0 277,779 20.11%
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</TABLE>
(1) Figure includes shares owned by a spouse.
The number of shares beneficially owned by each director or executive
officer is determined under rules of the Securities and Exchange Commission (the
"Commission"), and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has the sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within 60 days of the date hereof through the exercise of any stock
option or other right. Unless otherwise indicated, each person has the sole
investment and voting power (or shares such powers with his or her spouse) with
respect to the shares set forth in the table.
CERTAIN TRANSACTIONS
There are no direct or indirect interests in the transactions discussed
in this Information Statement by each person who was a director or officer of
the Company at any time since the beginning of the Company's last fiscal year.
<PAGE>
MATERIAL INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference: The
Company's annual report on Form 10-K for the fiscal year ended December 31,
1999; and the Company's quarterly report on Form 10-Q for the fiscal quarter
ended March 31, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Information Statement
shall be deemed to be incorporated by reference into this Information Statement
and to be a part hereof from the dates of filing such documents or reports. Any
statement contained herein or in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Information
Statement to the extent that a statement contained herein or in any other
subsequently filed document which is also incorporated or deemed to be
incorporated herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Information Statement.
THIS INFORMATION STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN CERTAIN
EXHIBITS TO DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE) ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM A COPY OF THIS
INFORMATION STATEMENT HAS BEEN DELIVERED UPON WRITTEN OR ORAL REQUEST, IN THE
CASE OF COMPANY DOCUMENTS, TO:
A.N. Kyriakides
405 Central Avenue
St. Petersburg, FL 33701
Telephone: (727) 896-9696.
By order of the Board of Directors
/s/ A.N. Kyriakides, Chairman
June 6, 2000
EXHIBIT INDEX
Exhibit A Form of Amendment to the Articles of Incorporation of Internet
Stock Market Resources, Inc.
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
INTERNET STOCK MARKET RESOURCES, INC.
Internet Stock Market Resources, Inc., a Delaware corporation, hereby
amends its Certificate of Incorporation as follows:
Article I of the Certificate of Incorporation of the Corporation is
hereby deleted in its entirety and amended to read as follows:
ARTICLE I.
The name of the Corporation shall be VentureNet.com, Inc.
The foregoing Amendment was adopted on June 7, 2000, by the duly
authorized vote of the Board of Directors and approved by the affirmative vote
of the holders of a majority of the outstanding shares of common stock.
Except as amended hereby, the rest and remainder of the Corporation's
Certificate of Incorporation shall be and remain in full force and effect.
Dated this 7 day of June, 2000
INTERNET STOCK MARKET RESOURCES, INC.
By: /S/ BUDD MORRIS
--------------------------------
Budd Morris, President
ATTEST:
/S/ A.N. KYRIAKIDES
--------------------------------
Secretary
A.N. Kyriakides
