<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
</TABLE>
<TABLE>
<S> <C> <C>
FINET.COM, INC.
----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
/ / Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------
</TABLE>
<PAGE>
NOTICE AND CONSENT STATEMENT
FOR ACTION TO BE TAKEN BY WRITTEN CONSENT
IN LIEU OF A MEETING OF STOCKHOLDERS
TO THE SHAREHOLDERS OF FINET.COM, INC.:
This Notice of Solicitation of Consents and accompanying Consent
Solicitation Statement (the "Consent Statement") are furnished to you by
FiNet.com, Inc. (the "Company") in connection with its solicitation of written
consents ("Consents") from the holders of the Company's Common Stock (the
"Common Stock") to take action without a stockholders' meeting.
Specifically, the Company is asking holders of its Common Stock to consent
to amend the Company's Restated Certificate of Incorporation in order to effect
a stock combination (reverse split) pursuant to which the Company's outstanding
shares of Common Stock would be exchanged for new shares of Common Stock in an
exchange ratio to be approved by the Board of Directors, ranging from one newly
issued share for each ten outstanding shares to one newly issued share for each
seventy outstanding shares.
The Board of Directors requests that you indicate your written consent to
the proposed corporate action by marking, signing and dating the enclosed
consent card, and promptly mailing it in the enclosed envelope (which needs no
postage if mailed in the United States) so that it will be received by the
Company on or before February 5, 2001. The Board of Directors has established
the close of business on January 25, 2001 as the record date for determining
stockholders entitled to submit Consents (the "Record Date"). The proposed
corporate action may be taken only if holders of record on the Record Date of
shares representing at least a majority of the votes represented by all
outstanding shares of Common Stock submit to the Company a written consent to
such action within 60 days after the earliest dated Consent is delivered to the
Company. It is planned, however, that Consents will be finally tabulated on
February 5, 2001. Accordingly, for Consents to the proposed Amendment to be
included in the tabulation, they should be received by the Company on or before
February 5, 2001. The Company retains the right to extend such date, subject to
the limitations discussed above. See "General Information About Solicitation of
Consents."
If your shares of Common Stock are held in the name of a brokerage firm,
bank nominee or other institution, only that entity can execute a Consent with
respect to your shares. Accordingly, please contact the person responsible for
your account and give instructions for a Consent to be signed representing your
shares.
The Board of Directors unanimously recommends that you vote FOR the proposed
amendment to the Company's Restated Certificate of Incorporation.
All stockholders are urged to sign and return the enclosed consent card as
promptly as possible.
<TABLE>
<S> <C>
By Order of the Board of Directors,
San Ramon, California Rick Cossano
February 1, 2001 President and Chief Executive Officer
</TABLE>
<PAGE>
FINET.COM, INC.
2527 CAMINO RAMON, SUITE 200
SAN RAMON, CALIFORNIA 94583
CONSENT SOLICITATION STATEMENT
TO AUTHORIZE AN AMENDMENT TO THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION TO
ENABLE THE COMPANY'S BOARD OF DIRECTORS TO EFFECT
A REVERSE SPLIT OF THE COMPANY'S OUTSTANDING SHARES OF COMMON STOCK
Approximate date of mailing of this Consent Statement: February 1, 2001
GENERAL
The Company's Board of Directors (the "Board") has unanimously adopted
resolutions proposing, declaring advisable and recommending that its
stockholders authorize an amendment to the Company's Restated Certificate of
Incorporation (the "Amendment") to (i) effect a combination (reverse stock
split) of the Company's outstanding shares of Common Stock (the "Reverse Split")
and (ii) provide for the payment of cash in lieu of fractional shares otherwise
issuable in connection therewith. There will be no change in the number of the
Company's authorized shares of Common Stock and no change in the par value of
the Company's Common Stock.
If the Reverse Split is approved, the Board will have authority, without
further stockholder approval, to effect the Reverse Split pursuant to which the
Company's outstanding shares (the "Old Shares") of Common Stock would be
exchanged for newly issued shares (the "New Shares") of Common Stock in an
exchange ratio to be approved by the Board ranging from one New Share for each
ten Old Shares to one New Share for each seventy Old Shares. The number of Old
Shares for which each New Share is to be exchanged is referred to as the
"Exchange Number." The Exchange Number may, within such range, be a whole number
or a whole number and fraction of a whole number.
In addition, the Board will have the authority to determine the exact timing
of the effective date and time of the Reverse Split, which may be any time prior
to June 30, 2001, without further stockholder approval. Such timing and Exchange
Number will be determined in the judgment of the Board, with the intention of
maximizing the Company's ability to remain in compliance with the continued
listing maintenance requirements of The Nasdaq Stock Market, Inc. ("Nasdaq") and
other intended benefits of the Reverse Split. See "The Proposal--Purposes of the
Reverse Split," below. The text of the proposed Amendment (subject to inserting
the effective time of the Reverse Split and the Exchange Number) is set forth in
Exhibit A to this Consent Solicitation Statement.
The Board also reserves the right, notwithstanding stockholder approval and
without further action by stockholders, not to proceed with the Reverse Split
if, at any time prior to filing the Amendment with the Secretary of State of the
State of Delaware, the Board, in its sole discretion, determines that the
Reverse Split is no longer in the best interests of the Company and its
stockholders. The Board may consider a variety of factors in determining whether
or not to implement the Reverse Split and in determining the Exchange Number
including, but not limited to, overall trends in the stock market, recent
changes and anticipated trends in the market price per share of the Company's
Common Stock, business and transactional developments and the Company's actual
and projected financial performance.
1
<PAGE>
THE PROPOSAL
PURPOSES OF THE REVERSE SPLIT
The Company's Common Stock has traded at market prices ranging from
approximately $0.031 to approximately $0.75 since August 1, 2000. This has
reduced the attractiveness of using the Company's Common Stock in order to raise
financing to support the Company's operations and to increase the Company's net
worth and as consideration for potential acquisitions.
Furthermore, the Company believes that maintaining the Company's listing on
the Nasdaq SmallCap Market may provide the Company with a broader market for its
Common Stock and, therefore, facilitate the use of the Common Stock in
acquisitions and financing transactions in which the Company may engage. In
order for the Common Stock to continue to be quoted on the Nasdaq SmallCap
Market, the Company is required to continue to comply with various listing
maintenance standards established by Nasdaq. Among other things, the Company's
Common Stock must have an aggregate market value of shares held by persons other
than officers and directors (i.e., "public float") of at least $1,000,000,
(b) be held by at least 300 persons who each own at least 100 shares and
(c) have a minimum bid price of at least $1.00 per share.
Under Nasdaq's listing maintenance standards, if the closing bid price of a
company's Common Stock is under $1.00 per share for a period of thirty
consecutive business days and does not thereafter regain compliance for a
minimum of ten consecutive business days during the ninety calendar days
following notification by Nasdaq, Nasdaq may delist such company's Common Stock
from trading on the Nasdaq SmallCap Market.
The Company understands that it is Nasdaq's position that an ability to
demonstrate sustained compliance is also required to achieve compliance with its
various requirements. If a delisting were to occur, the Common Stock would trade
on the OTC Bulletin Board or in the "pink sheets" maintained by the National
Quotation Bureau, Inc. Such alternatives are generally considered to be less
efficient markets.
The purpose of the Reverse Split would be to increase the market price of
the Company's Common Stock in order to (i) make the Company's Common Stock more
attractive to raise financing and as a possible currency for acquisitions and
other transactions and (ii) increase the market price of the Common Stock above
the Nasdaq minimum bid requirement. There can be no assurance, however, that,
even after effectuating the Reverse Split, the Company will be able to utilize
its Common Stock in order to effectuate financing or acquisition transactions or
to continue to meet the minimum bid price and otherwise meet the requirements of
Nasdaq for continued inclusion for trading on the Nasdaq SmallCap Market.
Giving the Board authority (by written consent) to implement the Reverse
Split will avoid the need to call a special meeting of stockholders under time
constraints to authorize a reverse stock split should it become necessary in
order to seek to effectuate a financing or acquisition transaction (none of
which are presently pending) or to meet Nasdaq's listing maintenance criteria.
The Reverse Split will not change the proportionate equity interests of the
Company's stockholders, nor will the respective voting rights and other rights
of stockholders be altered, except for possible immaterial changes due to the
Company's purchase of fractional shares. None of the Company's directors or
executive officers have a substantial interest, direct or indirect, by security
holdings or otherwise, in the Reverse Split. The Common Stock issued pursuant to
the Reverse Split will remain fully paid and nonassessable. The Company will
continue to be subject to the periodic reporting requirements of the Securities
Exchange Act of 1934.
2
<PAGE>
CERTAIN EFFECTS OF THE REVERSE SPLIT
The following table illustrates the principal effects of the Reverse Split
on the Company's Common Stock:
<TABLE>
<CAPTION>
ONE FOR ONE FOR
CURRENT TEN SPLIT SEVENTY SPLIT
------------ ------------ -------------
<S> <C> <C> <C>
Authorized Shares................... 150,000,000 150,000,000 150,000,000
Issued Shares (1)................... [114,002,712] [11,400,271] [1,628,610]
Shares available for future
issuance.......................... [35,997,288] [138,599,729] [148,371,390]
Estimated share price (2)........... $ [0.25] $ [2.50] $ [17.50]
</TABLE>
------------------------
(1) Based on the number of shares outstanding on the Record Date.
(2) Based on the closing price of $[0.25] per share on the Record Date. This is
not an indicator of future performance and given only for illustrative
purposes.
Stockholders should recognize that if the Reverse Split is effectuated, they
will own a smaller number of shares than they presently own (a number equal to
the number of shares owned immediately prior to the filing of the Amendment
divided by the Exchange Number). While the Company expects that the Reverse
Split will result in an increase in the market price of the Common Stock, there
can be no assurance that the Reverse Split will increase the market price of the
Common Stock by a multiple equal to the Exchange Number or result in a permanent
increase in such market price (which is dependent upon many factors, including
the Company's performance and prospects). Also, should the market price of the
Company's Common Stock decline after the Reverse Split, the percentage decline
may be greater than in the absence of a Reverse Split. Furthermore, the
possibility exists that the liquidity and the market price of the Common Stock
could be adversely affected by the reduced number of shares that would be
outstanding after the Reverse Split. In addition, the Reverse Split will
increase the number of stockholders of the Company who own odd lots (less than
100 shares). Stockholders who hold odd lots typically will experience an
increase in the cost of selling their shares, as well as greater difficulty in
effecting such sales. In addition, an increase in the number of odd-lot holders
will reduce the number of holders of round lots (100 or more shares), which
could in turn adversely affect the Nasdaq listing requirement that the Company
have at least 300 round-lot holders. Consequently, there can be no assurance
that the Reverse Split will achieve the desired results that have been outlined
above.
Stockholders should also recognize that, as indicated in the foregoing
table, there will be an increase in the number of shares which the Company will
be able to issue from authorized but unissued shares of Common Stock. As a
result of any future issuance of shares of the Company's Common Stock issuance
of shares, the equity and voting rights of holders of outstanding shares of
Common Stock may be diluted.
PROCEDURE FOR EFFECTING REVERSE SPLIT AND EXCHANGE OF STOCK CERTIFICATES
If the Amendment is approved by the Company's stockholders, and if the Board
still believes that the Reverse Split is in the best interests of the Company
and its stockholders, the Company will file the Amendment with the Secretary of
State of the State of Delaware at such time as the Board has determined the
appropriate Exchange Number and the appropriate effective time for such split.
The Board may delay effecting the Reverse Split until as late as June 30, 2001
without resoliciting further stockholder approval. The Reverse Split will become
effective on the date of filing the Amendment at the time specified in the
Amendment (the "Effective Time"). Beginning at the Effective Time, each
certificate representing Old Shares will be deemed for all corporate purposes to
evidence ownership of New Shares.
3
<PAGE>
As soon as practicable after the Effective Time, stockholders will be
notified that the Reverse Split has been effected and of the exact Exchange
Number. The Company expects that its transfer agent will act as exchange agent
(the "Exchange Agent") for purposes of implementing the exchange of stock
certificates. Holders of Old Shares will be asked to surrender to the Exchange
Agent certificates representing Old Shares in exchange for certificates
representing New Shares in accordance with the procedures to be set forth in a
letter of transmittal to be sent by the Company. No new certificates will be
issued to a stockholder until such stockholder has surrendered such
stockholder's outstanding certificate(s) together with the properly completed
and executed letter of transmittal to the Exchange Agent. Any Old Shares
submitted for transfer, whether pursuant to a sale or other disposition, or
otherwise, will automatically be exchanged for New Shares using the Exchange
Number. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT
SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
FRACTIONAL SHARES
No scrip or fractional certificates will be issued in connection with the
Reverse Split. Stockholders of record who otherwise would be entitled to receive
fractional shares because they hold a number of Old Shares not evenly divisible
by the Exchange Number will be entitled, upon surrender to the Exchange Agent of
certificate(s) representing such shares, to a cash payment in lieu thereof at a
price equal to the fraction to which the stockholder would otherwise be entitled
multiplied by the closing price of the Common Stock, as reported in The Wall
Street Journal, on the last trading day prior to the Effective Time (or if such
price is not available, the average of the last bid and asked prices of the
Common Stock on such day or other price determined by the Board). The ownership
of a fractional interest will not give the holder thereof any voting, dividend,
or other rights except to receive payment therefor as described herein.
Stockholders should be aware that, under the escheat laws of the various
jurisdictions where stockholders reside, where the Company is domiciled, and
where the funds will be deposited, sums due for fractional interests that are
not timely claimed after the Effective Time may be required to be paid to the
designated agent for each such jurisdiction, unless correspondence has been
received by the Company or the Exchange Agent concerning ownership of such funds
within the time permitted in such jurisdiction. Thereafter, stockholders
otherwise entitled to receive such funds will have to seek to obtain them
directly from the state to which they were paid.
NO DISSENTER'S RIGHTS
Under Delaware law, stockholders are not entitled to dissenter's rights with
respect to the proposed Amendment.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
The following is a summary of certain material federal income tax
consequences of the Reverse Split, and does not purport to be complete. It does
not discuss any state, local, foreign or minimum income or other U.S. federal
tax consequences. Also, it does not address the tax consequences to holders that
are subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident
alien individuals, broker-dealers and tax-exempt entities. The discussion is
based on the provisions of the United States federal income tax law as of the
date hereof, which is subject to change retroactively as well as prospectively.
This summary also assumes that the Old Shares were, and the New Shares will be,
held as a "capital asset," as defined in the Internal Revenue Code of 1986, as
amended (generally, property held for investment). The tax treatment of a
stockholder may vary depending upon the particular facts and circumstances of
such stockholder. EACH STOCKHOLDER SHOULD CONSULT WITH SUCH STOCKHOLDER'S OWN
TAX ADVISOR WITH RESPECT TO THE CONSEQUENCES OF THE REVERSE SPLIT.
4
<PAGE>
No gain or loss should be recognized by a stockholder of the Company upon
such stockholder's exchange of Old Shares for New Shares pursuant to the Reverse
Split (except to the extent of any cash received in lieu of a fraction of a New
Share). Cash payments in lieu of a fractional New Share should be treated as if
the fractional share were issued to the stockholder and then redeemed by the
Company for cash. A Company stockholder receiving such payment should recognize
gain or loss equal to the difference, if any, between the amount of cash
received and the stockholder's basis in the fractional share (determined as
provided below). Such gain or loss will be capital gain or loss if the payment
of cash in lieu of the fractional share is a mere mechanical rounding off of
fractions and not separately bargained for consideration, and the payment is
"not essentially equivalent to a dividend" with respect to the stockholder under
the federal income tax law. For this purpose, a payment is not essentially
equivalent to a dividend if it results in a "meaningful reduction" in the
stockholder's percentage interest in the Company, taking into account the
constructive ownership rules and redemptions of fractional shares from all the
stockholders. The Internal Revenue Service has ruled publicly that any reduction
in the percentage interest of a small minority stockholder in a publicly-held
corporation who exercises no control over corporate affairs should constitute a
meaningful reduction.
The aggregate tax basis of the New Shares received in the Reverse Split
(including any fraction of a New Share deemed to have been received) will be the
same as the stockholder's aggregate tax basis in the Old Shares exchanged
therefor. The stockholder's holding period for the New Shares will include the
period during which the stockholder held the Old Shares surrendered in the
Reverse Split.
GENERAL INFORMATION ABOUT SOLICITATION OF CONSENTS
CONSENT PROCEDURE; EFFECTIVENESS; RECORD DATE
Section 228 of the Delaware General Corporation Law states that, unless
otherwise provided in a corporation's certificate of incorporation, any action
that may be taken at any annual or special meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote, if consents in
writing setting forth the action so taken shall be signed and dated by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted, and those consents
are delivered to the corporation by delivery to its registered offices in
Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the books in which proceedings of meetings of
stockholders are recorded. The Company's Restated Certificate of Incorporation
does not prohibit the use of such consents.
The Board has established the close of business on January 25, 2001 as the
Record Date for determining stockholders of record entitled to submit Consents.
The Amendment proposed herein will, subject to approval by the Board, be
adopted if properly completed, dated and unrevoked Consents approving the
Amendment from the holders of record on the Record Date of shares of Common
Stock representing at least a majority of the votes represented by all then
outstanding shares of Common Stock are delivered to Linda Sigler, Secretary of
the Company, at the Company's principal place of business, 2527 Camino Ramon,
Suite 200, San Ramon, California 94583 within 60 days after the earliest dated
Consent is delivered to the Company. It is planned, however, that Consents will
be finally tabulated on February 5, 2001. Accordingly, for Consents to the
proposed Amendment to be included in the tabulation, they should be received by
the Company on or before February 5, 2001. The Company retains the right to
extend such date, subject to the limitations discussed above.
If the Amendment is adopted by less than unanimous consent of the Company's
stockholders, the Company will give prompt notice of the adoption of the
Amendment to those stockholders who have not returned executed Consents to the
Amendment to the Company and who, if the action had been taken at a meeting,
would have been entitled to notice of such meeting if the record date for such
5
<PAGE>
meeting had been the date that written consents signed by a sufficient number of
holders to take the action were delivered to the Company.
VOTING RIGHTS
The unrevoked, signed and dated Consents representing at least a majority of
the votes of all outstanding shares of Common Stock on the Record Date are
necessary to effect the Amendment. On the Record Date, the Company had
outstanding and entitled to vote [114,002,712] shares of Common Stock entitled
to vote upon matters to be acted upon by stockholder vote. Each such share of
Common Stock is entitled to one vote with respect to the Amendment.
SOLICITATIONS OF CONSENTS
Solicitations of Consents will be made by the Company. The Company will bear
all expenses of this solicitation. Consents will be solicited by mail, telephone
or telecopy and in person. No employee of the Company will receive any
additional compensation for such solicitation.
Brokers, custodians, nominees and fiduciaries will be requested to forward
solicitation material to beneficial owners of the Common Stock. The Company will
reimburse brokers, custodians, nominees and fiduciaries for their reasonable
expenses for sending solicitation material to the beneficial owners of Common
Stock.
REVOCATION OF CONSENTS
An executed Consent may be revoked by a properly signed and dated written
revocation delivered to the Company at any time before sufficient Consents have
been delivered to the Company to authorize the Amendment. A revocation may be in
any written form signed by the record holder as long as it clearly states that
the Consent previously given is no longer effective. The delivery of a
subsequently dated Consent which is properly completed and timely delivered will
also constitute a revocation of any earlier Consent. The revocation should be
delivered to Linda Sigler, Secretary of the Company, at 2527 Camino Ramon, Suite
200, San Ramon, California 94583.
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 January 1, 2001: (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; (3) by
the Chief Executive Officer of the Company and each of the four other most
highly compensated individuals who served as executive officers of the Company
at fiscal year end (the "Named Executive Officers"); and (4) 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. The percent owned calculation is based on 114,002,712
shares of Common Stock outstanding as of January 1, 2001.
6
<PAGE>
BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
Common Stock
Name and Address of ------------
Beneficial Owner # Owned % Owned
------------------- ------------ --------
<S> <C> <C> <C>
BENEFICIAL OWNERS Banco Espirito Santo de Investimento, S.A. 9,853,882(1) 8.50
OF MORE THAN 5% Rua Tierro Galvan
OF SHARES OUTSTANDING Torre 3, 14th Floor
1099-028 Lisbon, Portugal
Jose Maria Salema Garcao 9,650,000(2) 7.98
Quinta Da Marinha, Lote
CT-14, 2750 Cascais, Portugal
WebLab SGPS S.A. 7,500,000 6.58
Travessa do Conde Ponte 35
1300-141 Lisboa, Portugal
DIRECTORS AND L. Daniel Rawitch 1,591,539(3) 1.38
NAMED EXECUTIVE
OFFICERS S. Lewis Meyer 1,550,000(4) 1.34
Rick Cossano 1,000,000(5) *
Stephen J. Sogin 200,317(6) *
Robert Snow 100,000(7) *
Patrick J. Mackin 75,000(8) *
Antonio P. Falcao 55,000(9) *
--------- ----
ALL DIRECTORS AND 4,571,856 3.88
EXECUTIVE OFFICERS
AS A GROUP
</TABLE>
------------------------
(1) Reflects currently exercisable warrants to acquire 1,949,867 shares, and
also includes the security holdings of the entities listed below, all of
which are affiliated with Banco Espirito Santo de Investimento, S.A.:
<TABLE>
<CAPTION>
Entity Number of Outstanding Shares
------ ----------------------------
<S> <C>
BES Investimento S.A.......................... 3,300,000
Fundo de Pensoes Banco Espirito Santo......... 1,666,666
ESAF--Espirito Santo Fundos de Pensoes, S.A 1,000,000
Espirito Santo Dealer, S.A.................... 871,893
Espirito Santo Financial Group, S.A........... 514,139
Banco Espirito Santo e Comercial de Lisboa,
S.A......................................... 370,012
Banco Espirito Santo de Investimento, S.A..... 168,452
Compagnie Financiere Espirito Santo, S.A...... 12,853
</TABLE>
(2) Reflects currently exercisable warrants to acquire 6,850,000 shares.
(3) Reflects currently exercisable warrants to acquire 966,666 shares.
(4) Reflects currently exercisable options to acquire 100,000 shares and
currently exercisable warrants to acquire 1,450,000 shares.
(5) Reflects currently exercisable options to acquire 1,000,000 shares.
(6) Reflects currently exercisable options to acquire 200,317 shares.
(7) Reflects currently exercisable options to acquire 100,000 shares.
(8) Reflects currently exercisable options to acquire 75,000 shares.
(9) Reflects currently exercisable options to acquire 55,000 shares.
* Represents less than 1% of the Common Stock outstanding on January 1, 2001.
7
<PAGE>
VOTING INSTRUCTIONS
If you wish to Consent to the Amendment and were a record holder of Common
Stock on the Record Date, please mark the appropriate "Consent" box on the
accompanying consent card and sign, date and mail it promptly to the Secretary
of the Company in the enclosed envelope.
If you do not wish to Consent to the Amendment and were a record holder of
Common Stock on the Record Date, you may mark the appropriate "Consent Withheld"
or "Abstain" box on the accompanying consent card, and sign, date and mail the
card in the enclosed envelope. In addition, by not returning a consent card, a
holder of Common Stock will be deemed not to have consented to the Amendment.
When a stockholder whose Consent is solicited specifies a choice with
respect to the Amendment, the Consent shall be given in accordance with the
specifications so made. If the stockholder has failed to check a box marked
"Consent Withheld" or "Abstain" with respect to the proposed Amendment, such
stockholder shall be deemed to be a "Consent" to the Amendment.
Since the holders of record on the Record Date of shares representing at
least a majority of the votes represented by all outstanding shares of Common
Stock must consent to the proposed Amendment in order for such proposal to be
adopted, a direction to withhold consent, an abstention or a broker non-vote has
the same effect as a "no" vote with respect to the proposed Amendment.
If your shares of Common Stock are held in the name of a brokerage firm,
bank nominee or other institution, only it can sign a Consent with respect to
your shares. Accordingly, please contact the person responsible for your account
and give instructions for a Consent to be signed representing your shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU CONSENT TO THE PROPOSED AMENDMENT.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
From time to time stockholders may present proposals which may be proper
subjects for inclusion in the proxy statement and form of proxy relating to that
meeting. In order to be considered, such proposals must be submitted in writing
on a timely basis. Stockholder proposals intended to be included in the Board of
Directors' proxy statement and form of proxy relating to the Company's next
Annual Meeting of Stockholders must have been received by December 17, 2000. As
to any proposals intended to be presented by a stockholder without inclusion in
the Board of Directors' proxy statement and form of proxy for the Company's next
Annual Meeting of Stockholders, the proxies named in the Board of Directors'
form of proxy for that meeting will be entitled to exercise discretionary
authority on that proposal unless the Company receives notice of the matter on
or before March 2, 2001. However, even if such notice is timely received, such
proxies nevertheless may be entitled to exercise discretionary authority on that
matter if meeting date changes, may need to notify shareholders in 10-Q extent
permitted by Securities and Exchange Commission regulations. Any such proposals,
as well as any questions relating thereto, should be directed to Linda Sigler,
Secretary of the Company, at 2527 Camio Ramon, Suite 200, San Ramon, California
94583.
By Order of the Board of Directors
Linda Sigler, Secretary
8
<PAGE>
EXHIBIT A
Article 4 of the Company's Restated Certificate of Incorporation, as
amended, is to be amended to add the following immediately after the present
first paragraph thereof (which sets forth the number and par value of the
Company's authorized capital stock, none of which is being amended):
"Effective 12:01 a.m. on * (the "Effective Time"), each + ( )
shares of Common Stock then issued shall be automatically combined
into one share of Common Stock of the Corporation. There shall be
no fractional shares issued. A holder of record of Common Stock at
the Effective Time who would otherwise be entitled to a fraction
of a share shall, in lieu thereof, be entitled to receive a cash
payment in an amount equal to the fraction to which the
stockholder would otherwise be entitled multiplied by the closing
price of the Common Stock, as reported in The Wall Street Journal,
on the last trading day prior to the Effective Time (or if such
price is not available, the average of the last bid and asked
prices of the Common Stock on such day or other price determined
by the Board of Directors)."
------------------------
* Insert the date of the Effective Time of the Amendment determined by the
Company's Board of Directors.
+ Insert the Exchange Number, ranging from ten to seventy, determined by the
Company's Board of Directors.
9
<PAGE>
FINET.COM, INC.
CONSENT
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby (i) acknowledges receipt of the notice dated
February 1, 2001, of the solicitation of consents from the stockholders of
FiNet.com, Inc., a Delaware corporation (the "Company"), and the Consent
Solicitation Statement related thereto and (ii) votes all shares of the capital
stock of the Company held of record by the undersigned on January 25, 2001, in
the manner designated on the reverse side hereof.
THIS CONSENT WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATION MADE ON THE REVERSE SIDE HEREOF. IF NO SPECIFICATION IS MADE AND
THIS CONSENT IS RETURNED TO THE COMPANY, THIS CONSENT WILL BE VOTED FOR THE
PROPOSAL.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
PROPOSAL. PLEASE REVIEW CAREFULLY THE CONSENT SOLICITATION STATEMENT DELIVERED
WITH THIS CONSENT.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
1. To authorize an Amendment to the Company's Restated Certificate of
Incorporation in order to effect a stock combination (reverse split)
pursuant to which the Company's outstanding shares of Common Stock would be
exchanged for new shares of Common Stock in an exchange ratio to be approved
by the Board of Directors, ranging from one newly issued share for each ten
outstanding shares to one newly issued share for each seventy outstanding
shares, all as more fully described in the Consent Statement.
/ / CONSENT / / CONSENT WITHHELD / / ABSTAIN
Dated ___________________________, 2001
_______________________________________
(SIGNATURE OF STOCKHOLDER)
_______________________________________
(SIGNATURE OF STOCKHOLDER)
NOTE: PLEASE DATE THIS CONSENT AND SIGN
YOUR NAME OR NAMES EXACTLY AS SET FORTH
HEREON. FOR JOINTLY OWNED SHARES, EACH
OWNER SHOULD SIGN. IF SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE INDICATE
THE CAPACITY IN WHICH YOU ARE ACTING.
CONSENTS EXECUTED BY CORPORATIONS
SHOULD BE SIGNED BY A DULY AUTHORIZED
OFFICER AND SHOULD BEAR THE CORPORATE
SEAL.
PLEASE DATE AND SIGN THIS CONSENT AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES
