U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Consent 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 Consent Statement [ ] Confidential For Use of the
Commission Only as Permitted
by Rule 14a-6(e) (2))
[X] Definitive Consent Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
FINET HOLDINGS CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Consent Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee Paid:
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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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
NOTICE AND CONSENT STATEMENT
For Action to be Taken by Written Consent
In Lieu of a Meeting of Shareholders
TO THE SHAREHOLDERS OF FINET HOLDINGS CORPORATION:
Attached hereto is a Consent Statement which solicits the written consent
of the shareholders of Finet Holdings Corporation (the "Company") to approve a
consent resolution (the "Consent Resolution") authorizing an amendment to the
Company's Restated Certificate of Incorporation to change the Company's name
from Finet Holdings Corporation to FiNet.com, Inc. The affirmative written
consent of a majority of the issued and outstanding shares of Common Stock of
the Company is required to approve the amendment.
Attached to the Consent Statement is a Consent Card which provides for
approval of the Offering. The procedure for indicating approval of the Consent
Resolution is described in the Consent Statement. The Consent Statement and the
accompanying Consent Card are intended to be sent to Shareholders on or about
April 23, 1999. The Company has set April 30, 1999 as the target date by which
the Board of Directors desires to receive all written consents of Shareholders.
All Shareholders are urged to sign and return the enclosed Consent Card as
promptly as possible.
By Order of the Board of Directors,
Paige Lane
Secretary
San Francisco, California
April 23, 1999
<PAGE>
FINET HOLDINGS CORPORATION
3021 Citrus Circle, Suite 150
Walnut Creek, California 94598
CONSENT STATEMENT
FOR SHAREHOLDER ACTION BY WRITTEN CONSENT
This Consent Statement is furnished in connection with the solicitation by
the Board of Directors of Finet Holdings Corporation ("Finet" or the "Company")
of the written consent of shareholders to approve a consent resolution (the
"Consent Resolution") authorizing an amendment to the Company's Restated
Certificate of Incorporation to change the Company's name from Finet Holdings
Corporation to FiNet.com, Inc. The Company requests that all written consents be
delivered to the Company on or before April 30, 1999. This Notice and Consent
Statement and the enclosed Consent Card are first being mailed to shareholders
of record at April 12, 1999 on or about April 23, 1999.
Accompanying the Consent Statement is a Consent Card which provides for
adoption of the Consent Resolution. The procedure for indicating approval of the
Consent Resolution is described in detail in this Consent Statement.
The cost of preparing, printing, assembling and mailing this Consent
Statement and other material furnished to stockholders in connection with the
solicitation of consents will be borne by the Company. In addition to the
solicitation of consents by use of the mails, the officers, Directors and
employees of the Company may solicit consents by written communications, by
facsimile, telephone, telegraph or personal call. These persons are to receive
no special compensation for any solicitation activities.
VOTING SECURITIES
The matter being submitted for shareholder approval is to be acted upon by
Written Consent, without a meeting, rather than by a vote held at a meeting. The
Company has only one class of voting security, its Common Stock, entitled to one
vote per share. As of the close of business on April 12, 1999, there were
78,113,311shares of the Company's Common Stock issued and outstanding. Only
shareholders of record at the close of business on April 12, 1999 are entitled
to act upon this matter by Written Consent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock at March 15, 1999: (1) by
each person known by the Company to own beneficially more than five percent of
the Company's outstanding shares of Common Stock; (2) by each Director and Named
Executive Officer of the Company; and (3) by all Directors and Named Executive
Officers as a group. Except as otherwise indicated in the notes to this table,
the holders listed below have sole voting and investment power with respect to
such shares. For purposes of this table, a person is deemed to have "beneficial
ownership" of any shares as of a given date which such person has the right to
acquire within 60 days after such date. For purposes of computing the percentage
of outstanding shares held by each person named below on a given date, any
security which such person has the right to acquire within 60 days after such
date is deemed to be outstanding, but is not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person.
<TABLE>
<S> <C> <C> <C>
---------------------------Beneficial Ownership--------------------------
Name and Address of ----Common Stock----
Beneficial Owner # Owned % Owned
------------------- ------- --------
Beneficial Jose Maria Salema Garcao 12,263,900(1) 14.5%
Owners of Quinta Da Marinha, Lote
more than 5% CT-14, 2750 Cascais
of shares Portugal
outstanding
Cumberland Associates 6,990,000(2) 9.0%
1114 Avenue of Americas
New York, NY 10036
Americo Ferreira Amorim 8,000,000(3) 10.3%
Estefania 163
Porto, Portugal
James W. Noack 4,202,768(4) 5.4%
854 Clifton Court
Benicia, CA 95410
Directors Jan C. Hoeffel 1,563,158(5) 2.0%
And Named L. Daniel Rawitch 1,946,973(6) 2.5%
Executive Officers Mark L. Korell 850,258(7) 1.2%
S. Lewis Meyer 455,000(8) 1.0%
Stephen J. Sogin 225,633(9) *
Thomas L. Porter 115,000(10) *
Michael G. Conway 90,000(11) *
Richard Wilkes 80,000(12) *
Gary A. Palmer 70,000(13) *
Kevin Gillespie 70,000(14) *
Antonio Falcao 40,000(15) *
All Directors and 3,957,182 11.8%
Executive Officers as a ---------
group
</TABLE>
The percent of class calculation is based on 78,113,311 shares of Common
Stock outstanding as of April 12, 1999.
* Represents less than 1% of the Common Stock outstanding on March 15,
1999.
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(1) Reflects 5,373,900 shares beneficially owned, currently exercisable
warrants to acquire 6,850,000 shares and currently exercisable options to
acquire 40,000 shares.
(2) Reflects 6,720,000 shares beneficially owned and currently exercisable
warrants to purchase 270,000 shares.
(3) Reflects 7,000,000 shares beneficially owned and currently exercisable
warrants to acquire 1,000,000 shares.
(4) Reflects 4,109,767 shares beneficially owned by him, 18,000 beneficially
owned by his minor child and currently exercisable warrants to acquire
75,001 shares. 5 Reflects 1,562,241 shares beneficially owned by him and
917 shares beneficially owned by his spouse.
(6) Reflects 946,973 shares beneficially owned by him and currently exercisable
warrants to acquire 1,000,000 shares.
(7) Reflects 125,000 shares beneficially owned by him and currently exercisable
options to acquire 725,258 shares.
(8) Reflects currently exercisable warrants to acquire 350,000 shares and
currently exercisable options to purchase 105,000 shares.
(9) Reflects 50,000 shares beneficially owned by him and currently exercisable
options to purchase 175,633 shares.
(10) Reflects 40,000 shares beneficially owned by him and currently exercisable
options to purchase 75,000 shares.
(11) Reflects 15,000 shares beneficially owned by him and currently exercisable
options to purchase 75,000 shares.
(12) Reflects currently exercisable options to purchase 80,000 shares.
(13) Reflects currently exercisable options to purchase 70,000 shares.
(14) Reflects currently exercisable options to purchase 70,000 shares.
(15) Reflects currently exercisable options to purchase 40,000 shares.
SOLICITATION OF WRITTEN CONSENTS
Under Delaware law and the Company's Bylaws, any action which may be taken
at any annual or special meeting of shareholders may be taken without a meeting
and without prior notice, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take that action
at a meeting at which all shares entitled to vote on that action were present
and voted. The matter being considered by the shareholders is being submitted
for action by written consent, rather than by votes cast at a meeting. Set forth
below under the caption "Proposal 1" is the text of the Consent Resolution being
submitted for shareholder adoption by written consent. The Consent Resolution
provides for the approval of an amendment to the Company's Certificate of
Incorporation to change the Company's name to Finet.com, Inc. The Consent
Resolution will be effective on the date on which the unrevoked written consents
of a majority of the shares of Common Stock issued and outstanding approving the
Consent Resolution are received by the Company (the "Effective Date"). The
Company requests that all written consents be delivered to the Company on or
before April 30, 1999.
Shareholders are being requested to indicate approval of and consent to the
adoption of the Consent Resolution by exercising the enclosed Consent Card and
by checking the box which corresponds to the action the shareholder wishes to
take. FAILURE TO CHECK ANY OF THE BOXES WILL, IF THE CONSENT CARD HAS BEEN
SIGNED, CONSTITUTE APPROVAL OF AND CONSENT TO THE ADOPTION OF THE CONSENT
RESOLUTION. The text of the Consent Resolution has not been set out on the
Consent Card because of space limitations. Nevertheless, signing and indicating
approval on the Consent Card will be deemed to be written consent to the
adoption of the Consent Resolution.
Execution of the Consent Resolution by execution of the Consent Card will
constitute your approval of the Proposal as a shareholder of the Company. The
failure to execute and return a consent, and all abstentions and broker
non-votes, will have the same effect as a vote against the Consent Resolution.
Shareholders who do not approve and consent to the adoption of the Consent
Resolution by execution of the Consent Card will nonetheless be bound by the
Consent Resolution if sufficient written consents are received by the Company on
or before the Effective Date to approve the Consent Resolution.
The Board of Directors requests that each shareholder execute, date and
mail or deliver the Consent Card to the Company at the following address:
Finet Holdings Corporation
3021 Citrus Circle, Suite 150
Walnut Creek, California 94598
(925) 906-9625 (Facsimile)
Any Consent Card executed and delivered by a shareholder may be revoked by
delivering written notice of such revocation prior to the Effective Date to the
Company at the address set forth below. Consent Cards may not be revoked after
the Effective Date.
Finet Holdings Corporation
3021 Citrus Circle, Suite 150
Walnut Creek, California 94598
<PAGE>
PROPOSAL 1
APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO CHANGE THE COMPANY'S NAME TO FiNet.com, Inc.
The Directors of the Company are recommending that the Company's Restated
Certificate of Incorporation be amended to change the Company's name from Finet
Holdings Corporation to FiNet.com, Inc. The Directors of the Company recommend
such change because they believe that the name will be more representative of
the Company's principal business of being an electronic commerce financial
services company. Further, the Directors believe that the Company's current name
leads to an incorrect assumption on the part of investors that the Company is a
holding company for diverse businesses. The new name also matches the Company's
Internet address and will promote recognition of the Company's Website.
The change of the Company's name will not affect, in any way, the validity
or transferability of currently outstanding stock certificates, nor will the
Company's stockholders be required to surrender or exchange any stock
certificates that they currently hold. In addition, the Company has requested
that Nasdaq allow the Company to use the stock symbol "FNCM."
The shareholders are asked to consent to the following resolution:
"RESOLVED, that Article FIRST of the Restated Certificate of
Incorporation be amended to read as follows:
"FIRST: Name. The name of the corporation is FiNet.com, Inc.
(hereinafter referred to as the "Corporation").
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR".
SHAREHOLDER PROPOSALS
The next Annual Meeting of Shareholders is expected to take place on or
about November 19, 1999. In order to be considered for inclusion in the
Company's proxy materials for the 1999 Annual Meeting, shareholder proposals
must be received by the Company at its headquarters office no later than July
15, 1999 and must satisfy the conditions established by the Commission under
Rule 14a-8 for shareholder proposals to be included in the Company's proxy
materials for that meeting. In order for a shareholder proposal made outside of
Rule 14a-8 to be considered "timely" within the meaning of Rule 14a-4(c), such
proposal must be received by the Company at its headquarters office no later
than September 30, 1999.
ANNUAL REPORT ON FORM 10-KSB INCORPORATED BY REFERENCE
A copy of the Company's Annual Report on Securities and Exchange Commission
Form 10-KSB for the fiscal year ended April 30, 1998 including the financial
statements and financial statement schedules, is incorporated by reference into
this Consent Statement. A copy of the 1998 Form 10-KSB has been furnished to
each Shareholder to whom this Consent Statement is delivered.
Walnut Creek, California
April 23, 1999
By Order of the Board of Directors
FINET HOLDINGS CORPORATION
/s/ Paige Lane
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Paige Lane
Secretary
<PAGE>
FINET HOLDINGS CORPORATION
CONSENT CARD
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF FINET HOLDINGS CORPORATION
The undersigned Shareholder by checking the box below takes the following
identified action with respect to the Consent Resolution:
(1) Approval of an amendment to the Company's Restated Certificate of
Incorporation to amend the Company's name to FiNet.com, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
all as set forth in the Notice and Consent Statement dated April 23, 1999, the
receipt of which is hereby acknowledged.
Where no specification is made, the shares will be deemed to have consented
to the approval of the Consent Resolution.
PLEASE DATE AND SIGN THE CONSENT CARD BELOW. IF STOCK IS REGISTERED IN THE NAME
OF TWO OR MORE PERSONS, EACH MUST SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY THE PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN
AUTHORIZED PERSON. YOUR VOTE IS IMPORTANT, PLEASE FILL IN AND RETURN PROMPTLY.
YOUR CONSENT MAY BE FAXED TO THE COMPANY AT (925) 906-9625. PLEASE RETURN AN
ORIGINAL BY MAIL.
Dated: , 1999
Signature:
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Signature:
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