(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS--PROXY STATEMENT
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NET/TECH INTERNATIONAL, INC.
------------
PROXY STATEMENT
------------
This Proxy Statement is furnished to shareholders of Net/Tech
International, Inc. (the "Company") in connection with the solicitation of
proxies for use at the Special Meeting of Shareholders (the "Special Meeting")
and at any postponement or adjournment thereof. The Special Meeting will be held
at 185 Route 36, West Long Branch, New Jersey 07764, on July 26, 2000, at 11:00
A. M. local time.
The Special Meeting is being held for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders. This Proxy Statement and
the Notice of Special Meeting are being provided to shareholders beginning on or
about June 29, 2000. The Company, a Delaware Corporation, has its principal
executive offices at 185 Route 36, West Long Branch, New Jersey 07764.
SOLICITATION OF PROXIES AND REVOCABILITY
The Company is soliciting proxies. The cost of distributing the Proxy
Statement and Notice of Special Meeting will be borne by the Company. Brokerage
houses and nominees will be requested to supply lists of or forward the
information materials to the beneficial owners. The Company, upon request, will
reimburse such brokerage houses and nominees for their reasonable expenses in
forwarding information materials to their beneficial owners. Proxies will be
voted as indicated and, if no designation is made, in the discretion of the
proxy. Stockholders may revoke the authority granted by their execution of
proxies at any time before the effective exercise of proxies by filing written
notice of such revocation with the Secretary of the Special Meeting. Presence at
the Special Meeting does not of itself revoke the proxy. All shares represented
by executed and unrevoked proxies will be voted in accordance with the
specifications therein. Proxies submitted without specification will be voted
FOR each of the Items listed below.
VOTING SECURITIES
The Company presently has one class of capital stock outstanding: Common
Stock, par value $.01 per share ("Common Stock").
As of June 8, 2000 (the "Record Date"), there were issued and outstanding
9,791,103 shares of Common Stock.
Each share of Common Stock outstanding on the Record Date will be entitled
to one vote on all matters.
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COMPANY STATUS AND CHANGE IN TERMS OF PROPOSED ROI ACQUISITION
At the Annual Meeting of the Company on March 20, 2000, the Company's
Shareholders voted on a proposed acquisition by the Company of Results Oriented
Integration Corporation d/b/a ROI Corporation, a privately-held Georgia
corporation (ROI). The items voted upon at the annual meeting did not pass by
the requisite vote and the terms of the proposed acquisition have changed and,
therefore, all of the items voted upon at the Annual Meeting are being presented
again including such changes for ratification by the Shareholders at the Special
Meeting.
In March 1999, the Company sold the rights to its patented "Hygiene Guard
Hand Wash Monitoring System" to GOJO Industries. GOJO was in the process of
commercializing this technology, for which the Company was to receive payments
based on sales for up to 15 years. GOJO has informed the Company that it has
ceased commercialization of the patents it acquired from the Company. GOJO has
stopped making payments to the Company and has proposed transferring the patent
estate back to Net/Tech in exchange for termination of the agreement and a
general release. Currently, the Company has no income, no operations, and no
employees, and is unable to meet its financial obligations. If the Company does
not close the ROI acquisition, the Company will not be able to pay its debts and
will be forced to cease operating.
A condition to the closing of the ROI acquisition is the closing of a
private offering. The valuation of the Company and its ability to raise capital
was based on certain assumptions related to the Company's agreement with GOJO
Industries. Due to the GOJO situation and current market conditions, adjustments
to the terms of the ROI acquisition are required to successfully complete the
private offering and close the ROI acquisition.
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ITEMS FOR THE APPROVAL OF SHAREHOLDERS AT THE SPECIAL MEETING
-------------------------------------------------------------
ITEM 1. ISSUANCE OF 6,118,918 POST REVERSE SPLIT SHARES FOR ROI ACQUISITION
ABOUT ROI CORPORATION
Results Oriented Integration Corporation d/b/a ROI Corporation, is a
privately-held Georgia corporation (ROI), with principal offices at Westside
Center, 101 Emma Lane, Woodstock, Georgia 30189, Phone 770-517-4750, Fax
770-517-4760, www.roicorporation.com.
ROI markets software that processes electronic payment transactions for
companies selling through Internet e-commerce, retail outlets, and mail order
call centers. ROI's primary software is "e-transaction middleware" that is
certified to provide access to credit card and check authorization networks for
application software from companies like Binary Tree, Computer Associates, J.D.
Edwards, Friedman Corporation, HarrisData, Intentia, LANSA, VAI, and dozens
more. ROI customers range from small to large Internet marketers and retailers,
including companies such as Alltel, Brunswick, 800.com, IBM, and Skytel.
ROI currently provides credit card processing software only for IBM AS/400
computer systems in the United States. ROI management intends to use some of the
capital provided as part of the terms of the acquisition to pay off existing
debt and to develop versions of its software for other computer systems, such as
Unix, Linux, and Windows systems. ROI management also intends to expand
internationally and to pursue acquisitions of other software companies whose
products are complementary to ROI's. However, the success of ROI is dependent
upon many factors outside the control of ROI or of the Company. The software
business is highly competitive and there is no assurance of ROI's ability to
continue its growth and profitability.
THE ACQUISITION
With the acquisition of ROI, the Company will be in a new business,
providing payment processing software to the e-commerce marketplace, as well as
retail and mail order businesses. After the closing of the ROI acquisition, the
officers and management of ROI will become the officers and management of the
Company. At the closing, Glenn Cohen will resign as President and Chief
Executive Officer of the Company, but will continue as a Director and will enter
into a Services Agreement with the Company. ROI President and Chief Executive
Officer, Charles Pecchio, Jr., will enter into a five year Employment Agreement
with the Company at the closing.
The Company must issue (after the reverse split) a total of 6,118,918
shares of Common Stock, par value $.01 per share, to be exchanged for all of the
issued and outstanding shares of common stock of ROI. These shares will not be
registered under the Securities Act of 1933, as amended, and must be held for a
minimum of two years. 2,352,988 of these shares will be delivered at closing and
3,765,930 of these shares will be held in escrow, with a portion released each
year based on a profitability formula for the fiscal years ending in 2000, 2001,
2002, 2003, 2004, and 2005. Each year's released shares must be held for a
minimum of one year. Except for the minimum holding periods, all of these shares
are subject to piggyback registration rights which will enable the holder of
such shares to have such shares registered along with any possible future
registration of shares of the Company. All of the shares of Common Stock of the
Company have the same dividend and voting rights. Each share of Common Stock is
entitled to one vote. Except as limited by statute, Shareholders holding a third
of the total number of shares outstanding shall be sufficient to constitute a
quorum for the transaction of any business and a majority of the votes cast
shall determine the outcome of any vote. For purposes of the vote on the ROI
acquisition and the Items being proposed, a majority of the shares outstanding
shall determine the outcome. After approval by the Shareholders, the closing of
the acquisition and the Private Offering is planned on or after July 31, 2000,
as soon as the reverse split has occurred and the Private Offering minimum has
been met. After the issuance of the shares in exchange for ROI's shares and the
issuance of the shares for the Private Offering, a majority of the shares of
Common Stock and, therefore, voting control of the Company will rest with the
shareholders who
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previously owned ROI Corporation. To the Company's knowledge, no federal
regulatory requirements must be complied with and no federal approvals must be
obtained for the ROI acquisition. The acquisition of ROI by Net/Tech Acquisition
Corporation, the Company's wholly-owned subsidiary that was set up for this
purpose, must comply with Section 14-2-1101, et. seq. of the Georgia Business
Corporation Code. Financial information required in Item 310 of Regulation S-B
is incorporated by reference.
If the Company does not close the ROI acquisition, the Company will not be
able to pay its debts and will be forced to cease operating. The Board of
Directors believes it to be in the best interest of the Company to approve the
ROI acquisition and all of the actions required to be taken. A majority of the
outstanding shares of the Company must approve the acquisition and all of the
actions required to be taken in order for it to be effective.
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ITEM 2. CERTIFICATE OF INCORPORATION - NAME CHANGE
The Board of Directors has approved an amendment to the Certificate of
Incorporation to change the name of the Company to Return On Investment
Corporation d/b/a ROI Corporation (or some similar name based on availability)
after the acquisition is effective. The Company will change its name to leverage
the name recognition in the marketplace gained as a result of ROI's marketing,
advertising, and public relations. A majority of the outstanding shares of the
Company must approve this item in order for it to be effective.
ITEM 3. APPOINTMENT OF AUDITORS
BDO Seidman has been selected by the Board of Directors as the independent
accountants and auditors of the Company. BDO Seidman replaces Mirsky, Furst &
Associates who performed the audit for the fiscal year ending November 30, 1998.
Representatives from each of the accounting firms are not expected to be present
at the Special Meeting. Shareholders are being asked to ratify the appointment
of the auditors. Shareholders holding a third of the total number of shares
outstanding shall be sufficient to constitute a quorum and a majority of the
votes cast shall determine the outcome for this item.
ITEM 4. ELECTION OF DIRECTORS
NOMINEES FOR ELECTION OF DIRECTORS
At the meeting, four Directors will be elected by the Shareholders to serve
as Directors of the Company commencing with the closing of the ROI acquisition
and continuing until the next Annual Meeting or until their successors are
elected and shall qualify. Management has no reason to believe that any of the
nominees will not be a candidate or will be unable to serve. It is intended that
persons set forth under "Ownership of Common Stock" will vote for all the
nominees set forth below. One of these nominees has served as a director,
President, and CEO of the Company since 1996. The other three nominees currently
serve as Directors of ROI. The proxy will be voted in accordance with its
instructions. A majority of the outstanding shares of the Company must approve
this item in order for it to be effective.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
---- --- -------------------- -----
<S> <C> <C> <C>
Glenn E. Cohen 38 Chairman of the Board, President 1996
and Chief Executive Officer of the Company
Charles A. McRoberts 50 Chairman of the Board of ROI Corporation -
John W. McRoberts 47 President and Chief Executive Officer -
of Foresite, L.L.C., and Director of ROI
Corporation
Charles Pecchio, Jr. 53 President, Chief Executive Officer, and Director -
of ROI Corporation
</TABLE>
Glenn E. Cohen serves as Chairman of the Board, President, and Chief
Executive Officer of the Company. Mr. Cohen is a graduate of Boston University,
with a Bachelor of Business Administration and Marketing. He is also a graduate
of California Western School of Law and has been licensed to practice law in New
Jersey since 1986. Mr. Cohen is founder and currently serves as President of
YourHomeDirect.com, an Internet based real estate brokerage firm. From 1986 to
1996, Mr. Cohen was
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Vice President and General Counsel of Cohen/Schatz Associates, Inc., a land
brokerage company in New Jersey, where he was responsible for real estate sales
in excess of $500 million. After the ROI acquisition, Mr. Cohen will resign as
President and Chief Executive Officer of the Company but will continue as a
Director and will enter into a Services Agreement with the Company.
Charles A. McRoberts (brother of John W. McRoberts) has served as Chairman
of the Board of ROI Corporation since 1996. He previously was President and CEO
of Mastiff Systems, a company that marketed and serviced security systems. Mr.
McRoberts joined Mastiff in 1982 and served as President and CEO from 1987 until
the sale of the company in 1996. Prior to joining Mastiff, Mr. McRoberts was
Branch Manager of Wells Fargo Alarm Services. Mr. McRoberts was a Second
Lieutenant in the U. S. Army at Fort Benning, Georgia. He managed a military
police platoon and was Officer in Charge of the Narcotic and Drug Detection
Squad.
John W. McRoberts (brother of Charles A. McRoberts) serves as President and
Chief Executive Officer of Foresite, L.L.C., a company that constructs radio
transmission towers and then leases them to communications companies. He has
served as a Director of ROI Corporation since 1996. He was a co-founder, and
served as President and Chief Executive Officer of Capstone Capital Corporation,
a NYSE listed real estate investment trust, from 1993 to 1998, when Capstone was
acquired by Healthcare Realty Trust for $900 million. Prior to that, Mr.
McRoberts was a senior officer of AmSouth Bank of Alabama (formerly AmSouth Bank
N.A.), where he was employed from 1977 to 1993.
Charles Pecchio, Jr., is President, Chief Executive Officer, and a Director
of ROI Corporation. Since 1993, he has provided consulting services related to
mergers and acquisitions to Atlanta area companies and has served as a Director
of Hoffman & Co, Inc., an engineering firm. From 1988 to 1992, he served as a
Director of Spiro International SA, a Swiss public company, and as an officer
and director of several affiliated companies in the U.S., the U.K, Germany,
France, and Switzerland. Mr. Pecchio was a co-founder, and served as President
and CEO of International Management Group, Ltd. (IMG), a venture management
company, from 1985 until its sale to Spiro in 1988. He negotiated the
acquisition by IMG of Honest Face Systems, Inc., a check guaranty and financial
transaction processing company, from Telecredit (now Equifax). He served as
President and CEO of Honest Face from 1986 to 1988 and negotiated its sale to
Comdata Holdings Corporation (now a subsidiary of Ceridian Corporation). Mr.
Pecchio's previous experience includes financial, sales, and management
positions with IBM Corporation, General Computer Corp., TeleVideo Systems, and
NEC Information Systems.
The Company does not have any standing audit, nominating, or compensation
committees of the Board of Directors, or committees performing similar
functions. During the fiscal year ending November 30, 1999, there was one
meeting of the Board of Directors and all of the Directors attended the meeting.
ITEM 5. COMMON STOCK -AUTHORIZATION INCREASE TO 100,000,000 SHARES
The Company seeks the authorization of an amount of stock that would
increase the total number of shares of the Company's Common Stock, par value
$.01 per share, authorized for issuance to 100,000,000 as of the record date.
The Company does not contemplate a public offering of these securities in the
proximate future. A portion of these shares will be used for the ROI
acquisition, other potential acquisitions, a private offering, a potential
additional public offering, an employee stock option plan, and in lieu of
payment of debt. Except for the shares to be issued pursuant to Items 1, 7, and
8 of this Proxy Statement, no authorization for the issuance of these securities
is being sought from the security holders. All of the shares of Common Stock of
the Company have the same dividend and voting rights. Each share of Common Stock
is entitled to one vote. Except as limited by statute, Shareholders holding a
third of the total number of shares outstanding shall be sufficient to
constitute a quorum for the transaction of any business and a majority of the
votes cast shall determine the outcome of any vote. For purposes of the vote on
the ROI acquisition and the Items being proposed, a majority of the shares
outstanding shall determine the outcome.
Any shares issued in addition to those approved by the Shareholders at the
Special Meeting will be at the discretion of the Board of Directors and will not
require further authorization by the Shareholders for issuance. However, unless
and until all of the shares issued for the ROI acquisition have been released
from escrow as described herein, any shares to be issued specifically for
further acquisitions will require the approval of Shareholders holding a minimum
of 65% of the Common Stock of the Company then outstanding.
The Company's financial information can be found in its 10-KSB and 10-QSB
filings which are incorporated by reference. A majority of the outstanding
shares of the Company must approve this item in order for it to be effective.
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ITEM 6. MODIFICATION/EXCHANGE OF SECURITIES -- 1-FOR-20 REVERSE SPLIT
The Board of Directors has recommended a 1-for-20 reverse split of the
shares of Common Stock, par value $.01 per share, of the Company, whereby each
Shareholder as of the record date of the reverse split shall receive one share
of Common Stock in exchange for each twenty shares owned. The purpose of the
reverse split is to increase the valuation per share. Fractional shares will be
rounded up to the next whole share. Prior to the split, as of the Record Date
the Company had 9,791,103 shares issued and outstanding and 1,341,667 options
and warrants. As a result of the split, there will be approximately 490,000
shares and 67,100 options and warrants issued and outstanding.
The Company's Common Stock is traded Over-The-Counter as symbol NTTI. The
fact that the Company's Common Stock is currently publicly traded is not meant
to convey the impression that the Company will be successful in listing the
securities for exchange or that, in the case that the Company embarks on an
underwritten offering, the underwriters may request the Company to apply for
such listing, unless there is reasonable assurance that the securities to be
offered will be acceptable to a securities exchange for listing. The Company's
Common Stock prices the date preceding the announcement of the ROI acquisition
ranged from a low of $0.4375 to a high of $0.625. Since the announcement, the
Company's Common Stock prices have ranged from a low of $0.25 to a high of
$0.9375. The Company's Common Stock has a price of $0.3125 per share, as of the
close of business on June 13, 2000. The price of the Company's Common Stock may
vary from this estimate by the record date. Shareholders' rights will be
proportionally the same following the reverse split. The Company's shares are
not in arrears in dividends or as to defaults with respect to the outstanding
securities which are to be modified or exchanged. All information required by
Item 310 of Regulation S-B is incorporated by reference. A majority of the
outstanding shares of the Company must approve this item in order for it to be
effective.
ITEM 7. ISSUANCE OF 150,000 POST REVERSE SPLIT SHARES FOR DEBT PAYMENT
The Company seeks the issuance of 150,000 post reverse split shares of the
Company's Common Stock, par value $.01 per share. The 150,000 post reverse split
shares will be used to service existing debts of the Company and ROI, debts
incurred with the acquisition, and other subsequent debts, all at the discretion
of the Board of Directors. The Company anticipates its Common Stock price will
reflect the reduced debt and enhanced equity position of the Company after the
ROI acquisition. Therefore, the Company believes that using shares to reduce
debt is better for the Company than using cash resources in some instances.
Financial information required in Item 310 of Regulation S-B is incorporated by
reference. Shareholders holding a third of the total number of shares
outstanding shall be sufficient to constitute a quorum and a majority of the
votes cast shall determine the outcome for this item.
ITEM 8. PRIVATE OFFERING OF 2,000,000 TO 3,000,000 SHARES
The Company seeks the issuance after the reverse split of a minimum of
2,000,000 and a maximum of 3,000,000 shares of the Company's Common Stock, par
value $.01 per share, at $2.50 per share, for a private offering of Common Stock
by the Company made pursuant to Regulation D promulgated under the Securities
Act of 1933, as amended (the "Private Offering"), which will result in aggregate
gross proceeds to the Company, ranging from approximately $5,000,000 to
$7,500,000, before deducting expenses. The Company will file a registration
statement for the shares issued as a result of the Private Offering within six
months after the closing of the offering. These shares are to be used for a
private offering to raise capital for the Company. Further authorization for the
issuance of these securities by a vote of security holders will not be solicited
prior to such issuance. The Company intends to use the proceeds as follows:
approximately $1,500,000 to pay the Company's and ROI's debts, approximately
$500,000 for marketing activities, approximately $2,000,000 for development of
software for the international market and for Unix, Linux and Windows systems,
and approximately $1,000,000 for working capital. If additional funds are
available, the Company intends to use them for further marketing and
international expansion, and potential acquisitions of companies whose products
are complementary to ROI's.
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The Company has retained First Montauk Securities Corp. as placement agent
for the Private Offering, and has agreed to pay First Montauk Securities
Corporation sales commissions equal to 8% of the gross proceeds, as well as a
non-accountable expense allowance of 2% of the gross proceeds of the offering.
The Company has also agreed to sell First Montauk warrants to purchase a number
of shares equal to 10% of the number of post reverse split shares sold in the
offering, at an exercise price of $3.00 per share. The Company will also
indemnify First Montauk for certain liabilities, including liabilities under the
Securities Act of 1933, as amended. Expenses of the offering in addition to the
commissions and fees payable to First Montauk are estimated to be $75,000.
The Company has entered into Consulting Agreements with Bridge Ventures,
Inc. ("Bridge") and Saggi Capital, Inc. ("Saggi") for their services in
assisting the Company with the ROI acquisition and the Private Offering, as well
as future assistance in mergers, acquisitions, raising capital and other
business matters. Under the terms of the Consulting Agreements, Bridge will
receive $5,000 per month for two years and has received warrants for the
purchase (after the reverse split) of up to 300,000 shares of Common Stock at
$.30 per share, and Saggi will receive $5,000 per month for four years and has
received warrants for the purchase (after the reverse split) of up to 300,000
shares of Common Stock at $1.98 per share.
The Company intends to expand its capitalization through the issuance of
these shares in the Private Offering. No impact, other than the resulting
dilution of share percentage from the issuance of additional shares, is intended
or anticipated on extant security holders' rights. Financial information
required in Item 310 of Regulation S-B is incorporated by reference. A majority
of the outstanding shares of the Company must approve this item in order for it
to be effective.
ITEM 9. INSTITUTION OF INCENTIVE STOCK OPTION PLAN
The Company is seeking the approval by the Shareholders of an Incentive
Stock Option Plan (the "Plan). The Plan will set aside (after the reverse split)
1,000,000 shares of Common Stock as a long-term incentive for employees. The
vesting requirements, number of shares, and the exercise price of the options
made available to employees will be determined by the Board of Directors or
their duly appointed Stock Option Committee established to administer the plan.
In no case will an option be valid for longer than 10 years. The current
employees of ROI (excluding the Directors, all of whom have no options) have
options to purchase shares of ROI common stock that will be converted into
options under the Plan to purchase up to approximately 35,000 post reverse split
shares of the Company's Common Stock, with a total value of approximately
$220,000 based on the per share price on June 13, 2000. The Company anticipates
a number of new employees will be hired in the future, and, as such, the total
number of options to be issued under the Plan is indeterminable. The Company
believes that it will receive good and valuable consideration for the options
granted to the employees in that it will be able to attract and retain valuable,
skilled employees. The employee receives value because the exercise price of the
option is expected to be the price per share as of the grant date of the option.
If the price per share increases, the employee may be able to realize a profit.
The Plan is a qualified plan and is designed to not have tax consequences (i)
for the Company and (ii) for the employee until the exercise of the option and
the sale at a profit of the shares purchased. A final determination of the
amount of options to be received by various employees is indeterminable at this
time. The Board of Directors or the Stock Option Committee will make such
determinations in accordance with the Plan. Shareholders holding a third of the
total number of shares outstanding shall be sufficient to constitute a quorum
and a majority of the votes cast shall determine the outcome for this item.
OTHER BUSINESS
Management does not know of any other business to be acted upon at the
meeting, and, as far as is known to management, no matters are to be brought
before the meeting except as specified in the notice of the meeting. However, if
any other business properly should come before the meeting, it is intended that
Shareholders will vote in their discretion on any such matters with the judgment
of the persons voting such proxies.
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth information as of the Record Date, with
respect to the ownership of the Company's Common Stock by each person who is
known by the Company to be a beneficial owner, as defined in Rule 13d-3 of the
Securities Exchange Act of 1934 (the "Exchange Act"), as amended, of more than
five percent (5%) of the Company's Common Stock, by each Director, by each
Executive Officer and by all Executive Officers and Directors of the Company as
a group as of the Record Date (prior to the contemplated reverse split and the
ROI acquisition):
NAME OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS(1)
---------------- ------------------ --------
Glenn E. Cohen (2) 1,666,333 17.0%
Cryo-Cell International, Inc. 1,545,711 15.8%
Paul W. Enoch, Jr. (3) 1,300,000 13.3%
Daniel Richard 669,500 6.8%
Knud Gotterup (4) 93,000 *
Joseph A. Louro (5) 27,000 *
All Executive Officers and Directors
As a Group (3 Persons) (2)(4)(5) 1,786,333 18.2%
(*) Signifies ownership of less than one percent (1%) of class.
(1) Pursuant to the rules of the Securities and Exchange Commission, the
percentage of voting stock for each stockholder is calculated by dividing
(i) the number of shares deemed to be beneficially owned by such
stockholder as of the Record Date by (ii) the sum of (a) the number of
shares of Common Stock outstanding as of the Record Date plus (b) the
number of shares issuable upon exercise of options held by such stockholder
which are exercisable as of the Record Date or will become exercisable
within 60 days after the Record Date.
(2) Includes 1,300,000 shares subject to options exercisable as of the Record
Date.
(3) Includes 1,000,000 shares subject to options exercisable as of the Record
Date.
(4) Includes 93,000 shares subject to options exercisable as of the Record
Date.
(5) Includes 27,000 shares subject to options exercisable as of the Record
Date.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS AFTER THE ROI
ACQUISITION
After the issuance of the shares in exchange for ROI's shares and the
issuance of the shares for the Private Offering, a majority of the shares of
Common Stock and, therefore, voting control of the Company will rest with the
shareholders who previously owned ROI Corporation. The following table sets
forth information as of the closing date of the completed ROI acquisition, with
respect to the ownership of the Company's Common Stock (after the 1-for-20
reverse split) by each person who is expected by the Company to be a beneficial
owner, as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, of more than five percent (5%) of the Company's Common Stock, by each
Director, by each
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Executive Officer and by all Executive Officers and Directors of the Company as
a group as of the closing date (after the contemplated reverse split):
<TABLE>
<CAPTION>
MINIMUM MAXIMUM
PRIVATE OFFERING PRIVATE OFFERING
NAME OF NUMBER OF SHARES PERCENT OF PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS(1) CLASS(1)
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Glenn E. Cohen (2) 70,816 * *
Paul W. Enoch, Jr. (3) 115,000 1.3% 1.2%
Knud Gotterup (4) 15,500 * *
Joseph A. Louro (5) 4,500 * *
Charles A. McRoberts (6) 2,456,667 28.4% 25.5%
John W. McRoberts (7) 1,488,740 17.2% 15.4%
Charles Pecchio, Jr. (8) 2,010,000 23.2% 20.8%
All Executive Officers and
Directors As a Group
(4 Persons) (2)(6)(7)(8) 6,026,223 69.7% 62.5%
</TABLE>
(*) Signifies ownership of less than one percent (1%) of class.
(1) The Minimum Private Offering is based on 2,000,000 shares being sold. The
Maximum Private Offering is based on 3,000,000 shares being sold. Pursuant
to the rules of the Securities and Exchange Commission, the percentage of
voting stock for each stockholder is calculated by dividing (i) the number
of shares deemed to be beneficially owned by such stockholder as of the
closing of the ROI acquisition by (ii) the sum of (a) the number of shares
of Common Stock outstanding as of the closing of the ROI acquisition plus
(b) the number of shares issuable upon exercise of options held by such
stockholder which are exercisable as of the closing of the ROI acquisition
or will become exercisable within 60 days after the closing of the ROI
acquisition.
(2) Includes 37,500 post reverse split shares (resulting from the 750,000
pre-reverse split shares exchanged for the 1,000,000 share option upon
closing of the ROI acquisition) and 15,000 shares subject to options
exercisable as of the closing of the ROI acquisition.
(3) Includes 50,000 shares subject to options exercisable as of the closing of
the ROI acquisition.
(4) Includes 4,650 shares subject to options exercisable as of the closing of
the ROI acquisition.
(5) Includes 1,350 shares subject to options exercisable as of the closing of
the ROI acquisition.
(6) Includes 903,182 shares issued at the closing of the ROI acquisition and
1,553,485 shares in escrow.
(7) Includes 547,328 shares issued at the closing of the ROI acquisition and
941,412 shares in escrow.
(8) Includes 738,967 shares issued at the closing of the ROI acquisition and
1,271,033 shares in escrow.
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ADDITIONAL INFORMATION
The Company will provide without charge to each person, on written request
of such person, a copy of any of the following (as filed with the Securities and
Exchange Commission): Annual Report of the Company on Form 10-KSB for the year
ended November 30, 1999, Quarterly Report of the Company on Form 10-QSB for the
quarter ended February 29, 2000, Proxy Statement dated February 14, 2000. All
such requests should be directed to the attention of the Secretary, Net/Tech
International, Inc., 185 Route 36, West Long Branch, New Jersey 07764.
All information required by Item 310 of Regulation S-B and all documents
filed by the Company pursuant to sections 13(a), 13(c), or 15(d) of the Exchange
Act, prior to the record date, shall be deemed to be incorporated by reference
into this proxy statement.
NET/TECH INTERNATIONAL, INC.
West Long Branch, New Jersey
June 28, 2000
FORWARD LOOKING STATEMENTS
Statements wherein the terms "believes," "intends," or "expects" appear are
intended to reflect "forward looking statements" of the Company. The information
contained herein is subject to various risks, uncertainties and other factors
that could cause actual results to differ materially from the results
anticipated in such forward looking statements or paragraphs. Readers should
carefully review the risk factors described in other documents the Company files
from time to time with the Securities and Exchange Commission, including the
most recent Annual Report on Form 10-KSB, Quarterly Reports on Form 10-QSB and
any Current Reports on Form 8-KSB.
