<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
<TABLE>
<S> <C>
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, For Use of the Commission
Only (as permitted by Rule 14A-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
INTRANET SOLUTIONS, 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 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):
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
115287
<PAGE> 2
INTRANET SOLUTIONS, INC.
9625 West 76th Street, Suite 150
Eden Prairie, Minnesota 55344
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of IntraNet Solutions, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of Shareholders of IntraNet
Solutions, Inc. (the "Company") will be held on June 19, 1997 at 9:00 a.m. at
its executive offices, 9625 West 76th Street, Suite 150, Eden Prairie,
Minnesota 55344, and at any adjournments thereof, to consider and act upon the
following matter:
1. To approve an amendment to the Amended and Restated Articles of
Incorporation to increase the number and nature of authorized shares from
12,500,000 shares of common stock, $.01 par value, to 25,000,000 shares of
undesignated capital stock.
The Board of Directors has fixed the close of business on June 4, 1997 as
the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting or any adjournments thereof. The accompanying
Proxy Statement forms a part of this Notice.
You are cordially invited to attend the meeting. A proxy for the meeting
is enclosed herewith. Even if you plan to attend the meeting, we urge you to
complete, sign, and date the proxy, which is solicited by the Board of
Directors, and mail it promptly in the enclosed envelope.
By Order of the Board of Directors
INTRANET SOLUTIONS, INC.
Jeffrey J. Sjobeck
Chief Financial Officer and Secretary
June 9, 1997
<PAGE> 3
PROXY STATEMENT
of
INTRANET SOLUTIONS, INC.
9625 West 76th Street, Suite 150
Eden Prairie, Minnesota 55344
_________________________
PROXY STATEMENT
_________________________
Special Meeting of Shareholders to be Held
June 19, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of IntraNet Solutions, Inc. (the "Company")
to be used at the Special Meeting of Shareholders of the Company to be held
June 19, 1997. The approximate date on which this Proxy Statement and the
accompanying proxy were first sent or given to shareholders was June 9, 1997.
Each shareholder who signs and returns a proxy in the form enclosed with this
Proxy Statement may revoke the same at any time prior to its use by giving
notice of such revocation to the Company in writing, in open meeting or by
executing and delivering a new proxy to the Secretary of the Company. Unless
so revoked, the shares represented by each proxy will be voted at the meeting
and at any adjournments thereof. Presence at the meeting of a shareholder who
has signed a proxy does not alone revoke that proxy. Only shareholders of
record at the close of business on June 4, 1997 (the "Record Date") will be
entitled to vote at the meeting or any adjournments thereof.
PROPOSAL TO AMEND THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION
The Company currently is authorized to issue 12,500,000 shares of Common
stock, $.01 par value. The Board of Directors has unanimously approved, and
recommends to the shareholders, an amendment to the Company's Amended and
Restated Articles of Incorporation (the "Articles") which would modify the
Company's authorized capital in the two respects discussed below.
<PAGE> 4
Increase in Authorized Capital
The Board believes that an increase in the authorized capital of the
Company to 25,000,000 shares would give the Company greater flexibility in
raising additional capital by making 12,500,000 additional shares available for
issuance by the Company, without further action by its shareholders, in such
transaction or transactions as the Board of Directors may approve, whether in
public or private offers, as stock splits or dividends or otherwise, at such a
time or times as the Board of Directors may approve, whether prior to (subject
to the approval by the Company's shareholders, and the taking effect, of such
proposed amendment as described below) or after the meeting. Because
shareholders do not have preemptive rights under the Amended and Restated
Articles of Incorporation, the rights of existing shareholders may (depending
on the particular circumstances in which additional common stock is issued) be
diluted by any such issuance. Although the Company is unaware of any specific
effort to obtain control of the Company, the increased authorized shares could
be used to make an attempt to effect a merger or other change in control more
difficult and less likely or to dilute the interest of a party attempting to
obtain control of the Company.
Change in Authorized Capital Stock from Common Stock to Undesignated Stock
In addition to increasing the authorized capital, the amendment to the
Articles would change the Company's authorized capital stock from the current
common stock, $.01 par value, to undesignated shares. This change would enable
the Board of Directors to issue additional shares without further action by
shareholders and to designate the terms of such shares, including dividend
rates, voting rights, and redemption prices. Preemptive rights of shareholders
are not permitted under the Amended and Restated Articles of Incorporation.
The Board of Directors considers reclassification of the authorized
capital to undesignated shares to be in the best interests of the Company
because it will give the Company greater flexibility to raise additional
capital in public or private transactions, whether through additional common
stock or one or more classes of preferred stock. The rights of existing
shareholders may be impaired if the Company were to issue a class of preferred
stock with dividend or liquidation rights superior to those of holders of
common stock.
The resolutions of the Board of Directors setting forth the proposed
amendment are attached as Exhibit A.
The affirmative vote of the holders of the greater of (a) a majority of
the outstanding shares of common stock of the Company present and entitled to
vote on the proposed amendment or (b) a majority of the voting power of the
minimum number of shares entitled to vote that would constitute a quorum for
transaction of business at the meeting, is required to approve the proposed
amendment. A shareholder who abstains with respect to the proposed amendment
is considered to be present and entitled to vote at the meeting, and is in
effect casting a negative vote, but a shareholder (including a broker) who does
not give authority to a proxy to vote on the proposed
2
<PAGE> 5
amendment shall not be considered present and entitled to vote on the proposed
amendment. All shares represented by proxies will be voted FOR approval of the
proposed amendment unless a contrary choice is specified. As soon as
practicable after such vote has been taken and certified, the amendment will be
filed with the Secretary of State of Minnesota and will thereupon become
effective.
Robert F. Olson, the President and Chief Executive Officer of the Company,
owns 3,946,299 shares of common stock of the Company and intends to vote those
shares in favor of the proposed amendment, thus ensuring its passage.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
Appraisal or Dissenters' Rights
Shareholders of the Company are not entitled to appraisal or dissenter's
rights pursuant to Section 302A.471 of the Minnesota Business Corporation Act
by virtue of the proposed amendment to the Company's Amended and Restated
Articles of Incorporation.
CONTEMPLATED PRIVATE PLACEMENT
OF SECURITIES
The Company is currently engaged in negotiations with a number of parties
with a view to the private placement of equity or debt securities of the Company
including, but not limited to, convertible preferred stock. As of the date
hereof, the terms of such financing are still undetermined and no assurances can
be made that the negotiations will be successfully concluded. The Company
intends to utilize the net proceeds, if any, for working capital, to expand
existing sales and marketing programs, repay indebtedness, and continue research
and development.
Because of the lack of availability of a sufficient number of authorized
shares of common stock which have not been issued or reserved for issuance, if
the proposed amendment is not approved it is unlikely that the Company would be
able to proceed with any such financing. The common stock is traded on the
Nasdaq Small Cap Market under the symbol INRS.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The Company currently has one outstanding class of voting securities,
common stock, $0.01 par value, of which 7,525,003 shares were outstanding as of
the close of business on June 4, 1997. Except where otherwise indicated, all
share amounts reflected herein give effect to a 1-for-4 reverse stock split
effective for shareholders of record on October 31, 1996.
3
<PAGE> 6
Each share of common stock is entitled to one vote on all matters put to a
vote of shareholders. Under the Amended and Restated Articles of Incorporation
shareholders may, by a majority vote of all shares issued, outstanding and
entitled to vote, (i) authorize the Board of Directors to sell, lease, exchange
or otherwise dispose of all, or substantially all, of the property and assets
of the Company upon terms and conditions determined by the Board of Directors,
(ii) amend the Amended and Restated Articles of Incorporation for any lawful
purpose, and in the event that any such amendment adversely affects the rights
of holders of shares of different classes, the affirmative vote of a majority
of each such class shall be sufficient to adopt the amendment, and (iii) adopt
and approve an agreement of merger or consolidation presented to them by the
Board of Directors.
The following table sets forth as of June 4, 1997 certain information
regarding the beneficial ownership of shares of common stock by each director,
executive officer, each person known to the Company to be the beneficial owner
of more than 5% of the outstanding shares and all directors and executive
officers as a group. Except as otherwise indicated, each shareholder has sole
voting and investment power with respect to the shares beneficially owned.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
<S> <C> <C>
Henry Fong (1)
7315 E. Peakview Avenue
Englewood, Colorado ............... 799,628 10.5%
Equitex, Inc. (1)
7315 E. Peakview Avenue
Englewood,Colorado ................ 636,011 8.4%
Robert F. Olson (2) ................ 4,105,918 53.4%
David D. Koentopf (3) .............. 48,263 *
Ronald E. Eibensteiner (4) ......... 198,571 2.6%
James Sippl (5) .................... 30,000 *
Jeffrey J. Sjobeck (6) ............. 16,144 *
All directors and executive officers
as a group (five persons) (7) ..... 5,178,524 65.0%
</TABLE>
______________
* Less than 1%.
(1) Mr. Fong, who owns no shares in his own name, may be, through his control
of certain entities, as described below, deemed to be a beneficial owner
of shares held by such entities. The shares of such entities are,
therefore, duplicated in the table above, and include 72,500 shares of
common stock subject to warrants exercisable within 60 days. Mr. Fong is
President and a Director of Equitex, Inc., President and Chairman of
Roadmaster Industries, Inc. and Chairman of California Pro Sports, Inc.
California Pro
4
<PAGE> 7
Sports, Inc. owns 55,965 shares, Equitex, Inc. owns 636,011 shares, and
Roadmaster Industries, Inc., directly or indirectly through its
subsidiary Roadmaster Corporation, owns 35,152 shares. Other portfolio
companies of Equitex, Inc. own a total of 13,486 shares. Mr. Fong
disclaims direct and indirect beneficial ownership of all such shares.
(2) The address of such person is 9625 W. 76th Street, Suite 150,
Minneapolis, Minnesota 55344. Includes 109,619 shares of common stock
subject to currently exercisable warrants and 50,000 shares of common
stock issuable upon exercise of warrants owned by Mr. Olson's spouse. Mr.
Olson disclaims beneficial ownership of securities held by his wife.
(3) Includes 11,034 shares of common stock subject to currently exercisable
options and warrants.
(4) Includes 171,499 shares of common stock and 17,072 shares issuable upon
exercise of warrants owned by Wyncrest Capital, Inc., an investment fund
controlled by Mr. Eibensteiner. Also includes 10,000 shares of common
stock issuable upon exercise of options held by Mr. Eibensteiner.
(5) Includes 30,000 shares issuable upon exercise of warrants.
(6) Includes 16,144 shares of common stock subject to currently exercisable
stock options.
(7) Includes 270,225 shares of common stock subject to currently exercisable
warrants and 46,164 shares of common stock subject to currently
exercisable options. Also includes shares that may be deemed to be owned
by Mr. Henry Fong through his control of certain entities, as to which he
disclaims beneficial ownership (see note 1 above) and shares that may be
deemed to be owned by Mr. Robert Olson through his spouse, as to which he
disclaims beneficial ownership (see note 2 above).
The foregoing footnotes are provided for informational purposes only and
each person disclaims beneficial ownership of shares owned by any member of his
or her family or held in trust for any other person, including family members.
PROPOSALS OF SHAREHOLDERS
All proposals of shareholders intended to be presented at the 1998 Annual
Meeting of Shareholders of the Company must be received by the Company at its
executive offices, 9625 West 76th Street, Suite 150, Eden Prairie, Minnesota
55344, on or before March 21, 1998 and otherwise have complied with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934 for
inclusion in the Company's Proxy Statement and form of proxy relating to that
meeting.
5
<PAGE> 8
SOLICITATION
The Company will bear the cost of preparing, assembling and mailing the
proxy, Proxy Statement, and other material which may be sent to the
shareholders in connection with this solicitation. Brokerage houses and other
custodians, nominees and fiduciaries may be requested to forward soliciting
material to the beneficial owners of stock, in which case they will be
reimbursed by the Company for their expenses in doing so. Proxies are being
solicited primarily by mail but officers and regular employees of the Company
may solicit proxies personally, by telephone, by telegram or by special letter.
The Company is not engaging any proxy solicitation firm to assist it in the
solicitation of proxies.
The Minnesota Business Corporation Act does not permit the Board of
Directors to present any other matter not referred to above to the Special
Meeting.
By Order of the Board of Directors
INTRANET SOLUTIONS, INC.
Jeffrey J. Sjobeck
Chief Financial Officer and Secretary
6
<PAGE> 9
INTRANET SOLUTIONS, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS -- JUNE 19, 1997
The undersigned, a shareholder of IntraNet Solutions, Inc., hereby
appoints Robert F. Olson and Jeffrey J. Sjobeck, and each of them, as
proxies, with full power of substitution, to vote on behalf of the
undersigned the number of shares which the undersigned is then
entitled to vote, at the Special Meeting of Shareholders of IntraNet
Solutions, Inc. to be held on June 19, 1997 at 9:00 a.m. at its
executive offices, 9625 West 76th Street, Suite 150, Eden Prairie,
Minnesota 55344, and at any and all adjournments thereof, with all the
powers which the undersigned would possess if personally present,
upon:
(1) To approve an amendment to the Company's Amended and Restated
Articles of Incorporation to increase the number and change the
designation of shares of capital stock reserved for issuance
thereunder from 12,500,000 shares of common stock, $.01 par value, to
25,000,000 undesignated shares of capital stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT
TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION.
(Continued, and TO BE COMPLETED AND SIGNED, on the reverse side)
(CONTINUED FROM OTHER SIDE)
The undersigned hereby revokes all previous proxies relating to
the shares covered hereby and acknowledges receipt of the Notice and
Proxy Statement relating to the Special Meeting of Shareholders.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. When
properly executed, this proxy will be voted on the proposals set forth
herein as directed by the shareholder, but if no direction is made in
the space provided, this proxy will be voted FOR amendment of the
Amended and Restated Articles of Incorporation.
Dated: , 1997
X
------------------------------
X
------------------------------
(Shareholder must sign exactly
as the name appears at left.
When signed as a corporate
officer, executor,
administrator, trustee,
guardian, etc., please give
full title as such. Both joint
tenants must sign.)
<PAGE> 10
EXHIBIT A
RESOLUTIONS ADOPTED BY THE
BOARD OF DIRECTORS OF
INTRANET SOLUTIONS, INC.
AMENDMENT TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION;
SPECIAL MEETING OF SHAREHOLDERS
RESOLVED, that the Amended and Restated Articles of Incorporation of the
Company be amended by deleting the language set forth in Article III thereof
and replacing such language with the following:
ARTICLE III.
A. The Corporation is authorized to issue twenty five million (25,000,000)
shares of capital stock, having a par value of one cent ($.01) per share
in the case of common stock and having a par value as determined by the
Board of Directors in the case of preferred stock, to be held, sold and
paid for at such times and in such manner as the Board of Directors may
from time to time determine in accordance with the laws of the State of
Minnesota.
B. In addition to any and all powers conferred upon the Board of Directors
by the laws of the State of Minnesota, the Board of Directors shall have
the authority to establish by resolution more than one class or series of
shares, either preferred or common, and to fix the relative rights,
restrictions and preferences of any such different classes or series, and
the authority to issue shares of a class or series to another class or
series to effectuate share dividends, splits or conversion of the
Corporation's outstanding shares.
C. The Board of Directors shall also have the authority to issue rights to
convert any of the Corporation's securities into shares of stock of any
class or classes, the authority to issue options to purchase or subscribe
for shares of stock of any class or classes, and the authority to issue
share purchase or subscription warrants or any other evidence of such
option rights which set forth the terms, provisions and conditions
thereof, including the price or prices at which such shares may be
subscribed for or purchased. Such options, warrants and rights, may be
transferable or nontransferable and separable or inseparable from other
securities of the Corporation. The Board of Directors is authorized to
fix the terms, provisions and conditions of such options, warrants and
rights, including the conversion basis or bases and the option price or
prices at which shares may be subscribed for or purchased.
RESOLVED, that the proposed amendment to the Company's Amended and Restated
Articles of Incorporation be submitted to the shareholders of the Company for
their approval at a Special Meeting of Shareholders to be held at 9:00 a.m. on
June 19, 1997 at the executive offices of the Company, and that the record date
for shareholders entitled to notice of and to vote at such meeting be June 4,
1997.
A-1
