<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by Registrant.
/ / Filed by 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 Section 240.14a-11(c) or Section 240.14a-12
SUITE101.COM, INC.
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (check the appropriate box):
/X/ No fee required.
/ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(4) 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 Number:
---------------------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------------------
<PAGE>
SUITE101.COM, INC.
1122 MAINLAND STREET - SUITE 390
VANCOUVER, BRITISH COLUMBIA, CANADA V6B 5L1
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 11, 1999
Notice is hereby given that the Annual Meeting of Shareholders of
Suite101.com, Inc. (the "Company") will be held at the offices of the Company at
1122 Mainland Street - Suite 390, Vancouver, British Columbia, Canada V6B 5L1,
on Friday, June 11, 1999, at 10:00AM, local time, for the following purposes:
1. To elect five (5) directors of the Company to hold office until the
next Annual Meeting of Shareholders in 2000 and until their respective
successors are elected and qualified;
2. To consider and vote on a proposal to approve the adoption of the
1998 Stock Incentive Plan; and
3. To transact such other business as may properly come before the
meeting, or any adjournments thereof.
Information with respect to the above is set forth in the Proxy
Statement which accompanies this Notice. Only holders of shares of the
Company's Common Stock of record at the close of business on April 26, 1999
(the "Record Date") are entitled to notice of and to vote at the Meeting.
We hope that all of our shareholders who can conveniently do so will
attend the Meeting. Shareholders who do not expect to be able to attend the
Meeting are requested to mark, date and sign the enclosed proxy and return
the same in the enclosed addressed envelope which requires no postage and is
intended for your convenience.
JULIA M. BRADSHAW, SECRETARY
Dated: April 30, 1999
<PAGE>
SUITE101.COM, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors of
Suite101.com, Inc., a Delaware corporation (the "Company"), from the holders
of shares of Common Stock, $.001 par value ("Common Stock") to be voted at
the Annual Meeting of Shareholders (the "Meeting") to be held at the offices
of the Company at 1122 Mainland Street - Suite 390, Vancouver, British
Columbia, Canada V6B 5L1, on Friday, June 11, 1999, at 10:00AM, local time,
and at any adjournments thereof.
The only business which the Board of Directors intends to present or
knows that others will present at the Meeting is: (i) the election of five
(5) Directors of the Company to hold office until the next Annual Meeting of
Shareholders in 2000 and until their successors have been elected and
qualified; and (ii) to consider and vote on a proposal to approve the
adoption of the 1998 Stock Incentive Plan. Management does not know of any
other business to be brought before the Meeting but it is intended that as to
any other business, a vote may be cast pursuant to the proxy in accordance
with the judgment of the person or persons acting thereunder. If proxies in
the enclosed form are properly executed and returned, the Common Stock
represented thereby will be voted at the Meeting in accordance with the
shareholder's direction. Unless otherwise specified, proxies in the enclosed
form will be voted for the election of the five (5) Directors named as
nominees and in favor of the other proposal. Any shareholder giving a proxy
has the power to revoke it at any time before the proxy is voted by revoking
it in writing, by executing a later dated proxy or appearing at the Meeting
and voting in person. Any writing revoking a proxy should be addressed to
Julia M. Bradshaw, Secretary of the Company, at the address set forth below.
The Directors to be elected at the Meeting will be elected by a
plurality of the votes cast by the holders of Common Stock present in person
or by proxy and entitled to vote. The proposal to approve the adoption of the
1998 Stock Incentive Plan requires the affirmative vote of a majority of the
shareholders present in person or represented by a proxy at the meeting and
entitled to vote. With regard to the election of Directors, votes may be cast
for or withheld from each nominee. Votes that are withheld will have no
effect on the outcome of the election because Directors will be elected by a
plurality of votes cast.
Abstentions may be specified on the proposal submitted to a
stockholder vote other than the election of Directors. Abstentions will be
counted as present for purposes of determining the existence of a quorum
regarding the proposal on which the abstention is noted. However, abstentions
on the proposal will have no effect on the outcome of the vote on such
proposal where the outcome requires the affirmative vote of a majority of
votes cast at the Meeting.
<PAGE>
Under the rules of the New York Stock Exchange, brokers who hold
shares in street name have the authority to vote on certain routine matters
on which they have not received instructions from beneficial owners. Brokers
holding shares of the Company's Common Stock in street name who do not
receive instructions are entitled to vote on the election of Directors. Under
applicable Delaware law, "broker non-votes" on any proposal (where a broker
submits a proxy but does not vote a customer's shares on such proposal) will
be considered not entitled to vote on that proposal and thus will not be
counted in determining the outcome of such vote. Likewise, where authority to
vote for the election of Directors is withheld by a stockholder, such shares
will not be counted in determining the outcome of such vote. Therefore,
broker non-votes with respect to the election of Directors and stockholders
who mark their proxies to withhold authority to vote their shares will have
no effect on the outcome of such proposal, although broker non-votes and
proxies submitted where the vote for the election of Directors is withheld
are counted in determining the existence of a quorum.
Only holders of record of Common Stock as of the close of business
on April 26, 1999 are entitled to vote at the Meeting or any adjournments
thereof. On such date, the Company had outstanding voting securities
consisting of 12,061,288 shares of Common Stock, each of which shares is
entitled to one (1) vote on all proposals submitted to a vote of shareholders
at the Meeting.
The Company's principal executive office address is 1122 Mainland
Street - Suite 390, Vancouver, British Columbia, Canada V6B 5L1, and its
telephone number is (604) 682-1400. This Proxy Statement and the enclosed
Form of Proxy will be mailed to the Company's shareholders on or about April
30, 1999.
1. ELECTION OF DIRECTORS
At the Meeting, it is proposed to elect five (5) Directors to hold
office until the next Annual Meeting of Shareholders in 2000 and until their
respective successors are elected and qualified. It is intended that, unless
otherwise indicated, the shares of Common Stock represented by proxies
solicited by the Board of Directors will be voted for the election as
Directors of the five nominees hereinafter named. If, for any reason, any of
said nominees shall become unavailable for election, which is not now
anticipated, the proxies will be voted for the other nominees and may be
voted for a substitute nominee designated by the Board of Directors. Each
nominee has indicated that he is willing and able to serve as a Director if
elected, and, accordingly, the Board of Directors does not have in mind any
substitute.
-2-
<PAGE>
The nominees as Director and their age are as follows:
<TABLE>
<CAPTION>
Name Age
---- ---
<S> <C>
Peter L. Bradshaw 65
Julia M. Bradshaw 36
Sunny Hirai 27
Mitchell G. Blumberg 55
Alfred J. Puchala, Jr. 38
</TABLE>
Mr. Bradshaw, a co-founder of i5ive communications, inc. ("i5ive"),
the outstanding stock of which was acquired by the Company on December 10,
1998, has been the Chairman of the Board, chief executive officer and a
Director of the Company since December 10, 1998 and of i5ive since April
1996. From April 1993 to April 1996, he was a Director of Mobile Data
Solutions, Inc. ("MDSI"), including Chairman of the Board from April 1993 to
December 1995. MDSI develops and markets computer aided mobile (wireless)
resource management software. Its shares of common stock are traded on the
Nasdaq SmallCap Market. From May 1998 to August 1998, he was Chief Executive
Officer and from July 1997 to the present, he has been Chairman of the Board
of eDispatch.com Wireless Data, Inc (formerly Istep Mobile Communications,
Inc.) ("eDispatch.com"), which also develops and markets computer aided
mobile (wireless) resource management software. Commencing in September 1996
through January 1998, he was Director of Unitec International Controls Corp.
Commencing in 1992 through December 1995, he was Chairman of the Board and
Chief Executive Officer of TeleSoft Mobile Data, Inc., a venture capital firm
investing in enterprises utilizing wireless data protocol. Mr. Bradshaw has a
B.Com. Degree in Commerce and a major in History from the University of
British Columbia. Mr. Bradshaw is the father of Julie M. Bradshaw.
Ms. Bradshaw, a co-founder of i5ive, has been a Director of the
Company and Managing Director of Real World Relations for the Company since
December 10, 1998. She has been a Director of i5ive since April 1996. Prior
to April 1996, she attended the University of Paris, Sorbonne and the
University of British Columbia. In 1992, Ms. Bradshaw earned her B.A. degree
from the University of British Columbia with a major in French Literature.
Ms. Bradshaw is the daughter of Peter L. Bradshaw.
Mr. Hirai, a co-founder of i5ive, has been a Director and the Chief
Technical Officer of the Company since December 10, 1998 and of i5ive since
April 1996. Prior to April 1996, he was, from June 1993 to April 1996, the
owner of Salt and Pepper Graphix, a graphic design
-3-
<PAGE>
group, and from June 1994 to April 1995 he was the head of marketing at Artel
Educational Resources. From June 1993 to June 1994, he was engaged in
marketing with SunnyMarketing, Inc., a seafood brokerage firm. Mr. Hirai is a
graduate from the British Columbia Institute of Technology, specializing in
Small Business: Marketing Management.
Mr. Blumberg was elected a Director of the Company in February 1999.
He has been, since June 1994, engaged as a film producer and talent manager
in Los Angeles, California, initially with Blumberg Productions and
thereafter with Blumberg Productions and Management, through December 1998
and with Pritcher Forman/Mitch Blumberg since January 1999. Prior to June
1994, he was an Executive Vice President of RKO Pictures, Inc. Mr. Blumberg
is also a Director of eo Dispatch.com. Mr. Blumberg holds undergraduate and
law degrees from the University of Pennsylvania and an MBA degree from
Harvard University.
Mr. Puchala was elected a Director of the Company in April 1999. Mr.
Puchala is a Managing Director of Signal Partners, LLC and a Principal of
Signal Capital Partners, LP, positions he has held since April 1996 and June
1998, respectively. From April 1989 to April 1996, he was employed by Lazard
Freres & Co. LLC, most recently as a Vice President. Mr. Puchala has a BA
degree from Yale University, a JD degree from Georgetown University and a M.
Econ. degree from New York University.
DIRECTOR AND OFFICER SECURITIES REPORTS
The Federal securities laws require the Company's Directors and
executive officers, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of any equity securities of the Company. Copies of
such reports are required to be furnished to the Company. To the Company's
knowledge, based solely on a review of the copies of such reports and other
information furnished to the Company, all persons subject to these reporting
requirements filed the required reports on a timely basis with respect to the
Company's year ended December 31, 1998.
-4-
<PAGE>
EXECUTIVE COMPENSATION
During the year ended December 31, 1998, no officer or Director of
the Company received compensation from the Company for serving in that
capacity.
DIRECTORS COMPENSATION
Directors of the Company do not receive any compensation for serving
in that capacity; however, they are reimbursed for their out-of-pocket
expenses in attending meetings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April 1996, i5ive issued an aggregate of 100 Class A common
shares to Northfield Capital Corporation and 284085 B.C. Ltd. for an
aggregate purchase price of $73.
From its inception in April 1996 through June 30, 1998 Northfield
Capital Corporation and 284085 B.C. Ltd. advanced to i5ive the sums of
$270,156 and $197,098 used for general corporate purposes and working
capital. Such amounts accrued interest at the rate of 6.5% per annum. At the
closing of the sale of the i5ive shares to the Company, Northfield Capital
Corporation and 284085 B.C. Ltd. converted these advances and accrued
interest into an aggregate of 414,975 and 302,753 shares, respectively, of
i5ive. Such shares of i5ive were exchanged for 1,969,057 and 1,436,565
shares, respectively, of the Company's Common Stock or an effective purchase
price, based on the amounts advanced by such persons through June 30, 1998,
of approximately $0.14 per share of the Company's Common Stock.
Subsequent to June 30, 1998, Northfield Capital Corporation and
284085 B.C. Ltd. advanced or incurred additional liabilities on behalf of
i5ive aggregating $92,721 through November 30, 1998. Such amounts were repaid
out of the proceeds of a private sale of the Company's securities completed
in April, 1999.
2. APPROVE ADOPTION OF 1998 STOCK INCENTIVE PLAN
In December 1998, the Company adopted the 1998 Stock Incentive Plan
(the "Plan"). The Plan was adopted by the Board of Directors of the Company
and is subject to approval by the stockholders of the Company. All options
currently outstanding under the Plan are conditioned upon the plan receiving
such approval. Under the Plan, 1,200,000 shares of Common Stock have been
reserved for issuance on exercise of options granted under the Plan. In no
event, however,
-5-
<PAGE>
may any one participant in the Plan receive option grants, separately
exercisable stock appreciation rights or direct stock issuances for more than
150,000 shares of Common Stock in the aggregate per calendar year.
On December 10, 1998, the date the Company acquired the outstanding
stock of i5ive, outstanding options granted under i5ive's 1998 Stock
Incentive Plan were assumed by the Company under the Plan . As a consequence,
options to purchase 333,110 shares were granted under the Plan exercisable at
$1.50 per share.
The Plan is divided into five separate components: (i) the
Discretionary Option Grant Program under which eligible individuals in the
Company's employ or service (including officers and consultants) may, at the
discretion of the Plan Administrator, be granted options to purchase shares
of Common Stock at an exercise price equal to not less than the fair market
value of the Common Stock on the date of grant, (ii) the Stock Issuance
Program under which such individuals may, in the Plan Administrator's
discretion, be issued shares of Common Stock directly, through the purchase
of such shares at a price not less than their fair market value at the time
of issuance or as a bonus tied to the performance of services, (iii) the
Salary Investment Option Grant Program which may, in the Plan Administrator's
sole discretion, be activated for one or more calendar years and, if so
activated, will allow executive officers and other highly compensated
employees the opportunity to apply a portion of their base salary to the
acquisition of special below-market stock option grants, (iv) the Automatic
Option Grant Program under which option grants will automatically be made at
periodic intervals to eligible, non-employee members of the Board of
Directors to purchase shares of Common Stock at an exercise price equal to
their fair market value on the grant date and (v) the Director Fee Option
Grant Program which may, in the Plan Administrator's sole discretion, be
activated for one or more calendar years and, if so activated, will allow
non-employee Board members the opportunity to apply a portion of any annual
retainer fee otherwise payable to them in cash each year to the acquisition
of special below-market option grants.
The Discretionary Option Grant Program and the Stock Issuance
Program initially will be administered by the Board of Directors. The Board
of Directors, as Plan Administrator, will have the discretion to determine
which eligible individuals are to receive option grants or stock issuances
under those programs, the time or times when such option grants or stock
issuances are to be made, the number of shares subject to each such grant or
issuance, the status of any granted option as either an incentive stock
option or a non-statutory stock option under U.S. federal tax laws, the
vesting schedule to be in effect for the option grant or stock issuance and
the maximum term for which any granted option is to remain outstanding. The
Board of Directors will also have the authority to select the executive
officers and other highly compensated employees who may participate in the
Salary Investment Option Grant Program in the event that program is activated
for one or more calendar years, but the Board of Directors will not exercise
any administrative discretion with respect to option grants made under the
Salary Investment Option
-6-
<PAGE>
Grant Program or under the Automatic Option Grant Program or Director Fee
Option Grant Program for the non-employee Board members. All grants under
those three latter programs will be made in strict compliance with the
express provisions of each such program.
The exercise price for the shares of Common Stock subject to option
grants made under the Plan may be paid in cash or in shares of Common Stock
valued at fair market value on the exercise date. The option may also be
exercised through a same-day sale program without any cash outlay by the
optionee. In addition, the Plan Administrator may provide financial
assistance to one or more optionees in the exercise of their outstanding
options or the purchase of their unvested shares by allowing such individuals
to deliver a full-recourse, interest-bearing promissory note in payment of
the exercise price and any associated withholding taxes incurred in
connection with such exercise or purchase.
Stock appreciation rights are authorized for issuance under the
Discretionary Option Grant Program which provide the holders with the
election to surrender their outstanding options for an appreciation
distribution from the Company equal to the excess of (i) the fair market
value of the vested shares of Common Stock subject to the surrendered option
over (ii) the aggregate exercise price payable for such shares. Such
appreciation distribution may be made in cash or in shares of Common Stock.
In the event that the Company is acquired by merger or sale of
substantially all of its assets or securities possessing more than 50% of the
total combined voting power of the Company's outstanding securities, each
outstanding option under the Discretionary Option Grant Program which is not
to be assumed by the successor corporation or otherwise continued in effect
will automatically accelerate in full, and all unvested shares under the
Discretionary Option Grant and Stock Issuance Programs will immediately vest,
except to the extent the Company's repurchase rights with respect to those
shares are assigned to the successor corporation or otherwise continued in
effect. The Plan Administrator will have complete discretion to grant one or
more options under the Discretionary Option Grant Program which will become
exercisable on an accelerated basis for all of the option shares upon (i) an
acquisition or other change in control of the Company, whether or not those
options are assumed or continued in effect, or (ii) the termination of the
optionee's service within a designated period (not to exceed 18 months)
following an acquisition or other change in control in which those options
are assumed or continued in effect. The vesting of outstanding shares under
the Stock Issuance Program may be accelerated upon similar terms and
conditions. The Plan Administrator is also authorized under the Discretionary
Option Grant and Stock Issuance Programs to grant options and to structure
repurchase rights so that the shares subject to those options or repurchase
rights will immediately vest in connection with a change in the majority of
the Board of Directors of the Company by reason of one or more contested
elections for Board membership, with such vesting to occur either at the time
of such change in control or upon the subsequent termination of the
individual's service within a designated period following such change in
control.
-7-
<PAGE>
In the event the Plan Administrator elects to activate the Salary
Investment Option Grant Program for one or more calendar years, each
executive officer and other highly compensated employees of the Company
selected for participation may elect, prior to the start of the calendar
year, to reduce his or her base salary for that calendar year by a specified
dollar amount not less than $12,000 nor more than $60,000. If such election
is approved by the Plan Administrator, the individual will automatically be
granted, on the first trading day in January of the calendar year for which
that salary reduction is to be in effect, a non-statutory option to purchase
that number of shares of Common Stock determined by dividing the salary
reduction amount by two-thirds of the fair market value per share of Common
Stock on the grant date. The option will be exercisable at a price per share
equal to one-third of the fair market value of the option shares on the grant
date. As a result, the total spread on the option shares at the time of grant
(the fair market value of the option shares on the grant date less the
aggregate exercise price payable for those shares) will be equal to the
amount of salary invested in that option. The option will become exercisable
for the option shares in a series of 12 equal monthly installments over the
calendar year for which the salary reduction is to be in effect and will be
subject to full and immediate vesting upon certain changes in the ownership
or control of the Company.
Under the Automatic Option Grant Program, each individual who first
becomes a non-employee Board member at any time after the January 1, 1999,
whether by appointment by the Board of Directors or election of the
stockholders, will automatically receive an option grant for 50,000 shares as
of the date such individual joins the Board, provided such individual has not
been in the prior employ of the Company. In addition, on the date of each
Annual Stockholders Meeting of the Company held after the Plan Effective
Date, each non-employee Board member who is to continue to serve as a
non-employee Board member will automatically be granted an option to purchase
5,000 shares of Common Stock, provided such individual has served on the
Board for at least six months. Each automatic grant for the non-employee
Board members will have a term of 5 years, subject to earlier termination
following the optionee's cessation of Board service. Each automatic option
will be immediately exercisable for all of the option shares; however, any
unvested shares purchased under the option will be subject to repurchase by
the Company, at the exercise price paid per share, should the optionee cease
Board service prior to vesting in those shares. The shares subject to each
initial 50,000-share automatic option grant will vest over a three-year
period in successive equal annual installments upon the individual's
completion of each year of Board service measured from the option grant date.
Each 5,000-share automatic option grant will vest upon the individual's
completion of one year of Board service measured from the option grant date.
However, the shares subject to each automatic grant will immediately vest in
full upon certain changes in control or ownership of the Company or upon the
optionee's death or disability while a Board member.
Should the Director Fee Option Grant Program be activated in the
future, each non-employee Board member will have the opportunity to apply all
or a portion of any annual
-8-
<PAGE>
retainer fee otherwise payable in cash to the acquisition of a below-market
option grant. The option grant will automatically be made on the first
trading day in January in the year for which the retainer fee would otherwise
be payable in cash. The option will have an exercise price per share equal to
one-third of the fair market value of the option shares on the grant date,
and the number of shares subject to the option will be determined by dividing
the amount of the retainer fee applied to the program by two-thirds of the
fair market value per share of Common Stock on the grant date. As a result,
the total spread on the option (the fair market value of the option shares on
the grant date less the aggregate exercise price payable for those shares)
will be equal to the portion of the retainer fee invested in that option. The
option will become exercisable for the option shares in a series of 12 equal
monthly installments over the calendar year for which the election is to be
in effect. However, the option will become immediately exercisable for all
the option shares upon (i) certain changes in the ownership or control of the
Company or (ii) the death or disability of the optionee while serving as a
Board member.
The shares subject to each option under the Salary Investment Option
Grant and Automatic Option Grant and Director Fee Option Grant Programs will
immediately vest upon (i) an acquisition of the Company by merger or asset
sale, (ii) the successful completion of a tender offer for more than 50% of
the Company's outstanding voting stock or (iii) a change in the majority of
the Board effected through one or more contested elections for Board
membership. Limited stock appreciation rights will automatically be included
as part of each grant made under the Automatic Option Grant, Salary
Investment Option Grant and Director Fee Option Grant Programs and may be
granted to one or more officers of the Company as part of their option grants
under the Discretionary Option Grant Program. Options with such a limited
stock appreciation right may be surrendered to the Company upon the
successful completion of a hostile tender offer for more than 50% of the
Company's outstanding voting stock. In return for the surrendered option, the
optionee will be entitled to a cash distribution from the Company in an
amount per surrendered option share equal to the excess of (i) the highest
price per share of Common Stock paid in connection with the tender offer over
(ii) the exercise price payable for such share.
The Board of Directors of the Company may amend or modify the Plan
at any time, subject to any required stockholder approval. The Plan will
terminate on the earliest of (i) 10 years after the Plan Effective Date, (ii)
the date on which all shares available for issuance under the Plan have been
issued as fully-vested shares or (iii) the termination of all outstanding
options in connection with certain changes in control or ownership of the
Company.
As a consequence of assuming options granted under the i5ive Plan,
the Company has outstanding under the Plan options to purchase an aggregate
of 333,110 shares of Common Stock at an exercise price of $1.50. In addition,
through the Record Date options to purchase an additional 140,000 shares have
been granted exercisable at $8.50 per share, including an option to purchase
50,000 shares granted to Mr. Blumberg exercisable at $3.34 per share.
-9-
<PAGE>
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF THE PROPOSAL
Adoption of the Proposal requires the affirmative vote of a majority
of the votes cast at the meeting.
RELATIONSHIP WITH PUBLIC ACCOUNTANTS
The Company terminated the engagement of Raimondo Pettit Group, its
former auditors, on January 25, 1999. The Company's Board of Directors
recommended the change in accountants. During the Company's two most recent
fiscal years and any subsequent interim period preceding Raimondo Pettit
Group's dismissal, there were no disagreements with Raimondo Pettit Group on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s) if not
resolved to the satisfaction of Raimondo Pettit Group, would have caused it
to make reference to the subject matter of the disagreement(s) in connection
with its report.
Except for the explanatory paragraph relating to substantial doubt
existing about the Company's ability to continue as a going concern, the
audit reports of Raimondo Pettit Group on the Company's financial statements
as of and for the two years ended December 31, 1997, did not contain an
adverse opinion or a disclaimer of an opinion, nor were they qualified or
modified as to audit scope, or accounting principles.
During the Company's two most recent fiscal years and any subsequent
interim period preceding Raimondo Pettit Group's dismissal, none of the
events referred to in Item 304(a)(1)(v) of Regulation S-K has occurred.
The Company's newly engaged independent accountants are N.I. Cameron
Inc. N.I. Cameron Inc. was engaged by the Company on January 25, 1999. During
the Company's two most recent fiscal years and any subsequent interim period
prior to the engagement of N.I. Cameron Inc., neither the Company nor anyone
on its behalf consulted N.I. Cameron Inc. regarding the matters referred to
in Item 304(a)(2) of Regulation S-K.
A representative of N.I. Cameron Inc. is expected to be present at
the Meeting, will be offered the opportunity to make a statement if such
representative desires to do so and will be available to respond to
appropriate questions.
-10-
<PAGE>
STATEMENT REQUIRED BY NATIONAL POLICY NUMBER 31 UNDER CANADIAN
SECURITIES LEGISLATION. Effective January 25, 1999, the Directors appointed
N.I. Cameron Inc., chartered accountants, to the position of auditor for the
Company until this Meeting and requested the resignation of Raimondo Pettit
Group, certified public accountants, the previous auditor of the Company.
Shareholders are being asked to ratify the appointment of N.I. Cameron Inc.,
chartered accountants, as the Company's auditors for the year ending December
31, 1999. Included with this Proxy Statement as an Exhibit is a Reporting
Package required under the National Policy Statement which consists of (a)
the Notice of Change of Auditor, (b) letters addressed to the British
Columbia Securities Commission from the former and successor auditors, and
(c) written confirmation that the Notice and letters referred to in (a) and
(b) have been reviewed by the Audit Committee of the Company.
-11-
<PAGE>
COMMON STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the Record Date, the Company had issued and outstanding
12,061,288 shares of its Common Stock. The following table sets forth, as of
the Record Date, certain information regarding beneficial ownership of the
Common Stock by (i) those persons beneficially holding more than five percent
of the Company's Common Stock, (ii) the Company's directors who beneficially
own shares of the Common Stock and (iii) all of the Company's directors and
officers as a group.
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percentage of Outstanding
Beneficial Owner (1) Beneficially Owned (2) Common Stock
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Peter L. Bradshaw 1,436,565(3) 11.9%
Julie M Bradshaw 807,571 6.7%
Sunny Hirai 1,122,068 9.3%
Mitchell G. Blumberg
833 Moraga Drive - #12
Los Angeles, CA 90049 50,000(4) 0.4%
Alfred J. Puchala, Jr
Signal Partners, LLC
10 East 53rd Street
New York, NY 10022 110,000(4)(5) 0.9%
Benitz & Partners Limited (6)
94 Mount Street - First 2,500,000 20.7%
Floor
London, England W1Y 5h5
Northfield Capital
Corporation
350 Bay Street, Suite 1100 2,244,136 18.6%
Toronto, Ontario, Canada M5H 2S6
-12-
<PAGE>
<CAPTION>
Name and Address of Number of Shares Percentage of Outstanding
Beneficial Owner (1) Beneficially Owned (2) Common Stock
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
284085 B.C. Ltd.
1122 Mainland Street -suite 390 1,436,565 11.9%
Vancouver, BC, Canada V6B 5L1
All officers and
directors as a group (5 3,526,204 28.9%
persons)
</TABLE>
- --------------------------------
(1) Unless otherwise indicated, the address of such person is
c/o the Company.
(2) For purposes of the above table, a person is considered to
"beneficially own" any shares with respect to which he or she exercises
sole or shared voting or investment power or of which he or she has the
right to acquire the beneficial ownership within 60 days following
April 26, 1999.
(3) Shares held by 284085 B.C. Ltd. of which Mr. Bradshaw is an
officer, Director and principal shareholder.
(4) Includes 50,000 shares issuable on exercise of an option.
(5) Includes 40,000 shares of Common Stock and warrants to purchase 20,000
shares of Common Stock.
(6) Benitz & Partners Limited is an investment dealer regulated
in England by the Securities and Futures Authority and holds the shares
as a portfolio manager as an agent for accounts fully managed by it.
Benitz & Partners Limited disclaims a beneficial interest in such
shares.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
On April 27, 1999, Messrs. Bradshaw, Blumberg and Puchala were elected
to the Audit Committee of the Company's Board of Directors. From January 22,
1999 to April 27, 1999, Mr. Bradshaw, Ms. Bradshaw and Mr. Hirai constituted the
Audit Committee. Prior to January 22, 1999, the Company's Board of Directors had
no Audit Committee. The Company's Board of Directors has not appointed either a
compensation committee or a nominating committee.
The Company's Board of Directors held one meeting during the year ended
December 31, 1998.
SUBMISSION OF SHAREHOLDERS' PROPOSALS FOR 2000 ANNUAL MEETING
Any proposals which shareholders intend to present for a vote of
shareholders at the Company's 2000 Annual Meeting and which such shareholders
desire to have included in the Company's proxy statement and form of proxy
relating to that meeting must be sent to the Company's executive office and
received by the Company not later than January 1, 2000.
-13-
<PAGE>
GENERAL
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by use of the mails, certain officers and regular
employees may solicit proxies personally and by telephone and the Company
will request banks, brokerage houses and nominees and fiduciaries to forward
soliciting material to their principals and will reimburse them for their
reasonable out-of-pocket expenses.
The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998, including financial statements, is being mailed to
shareholders herewith.
By Order of the Board of Directors
JULIA M. BRADSHAW, SECRETARY
Dated: April 30, 1999
-14-
<PAGE>
EXHIBIT
REPORTING PACKAGE REQUIRED BY
NATIONAL POLICY STATEMENT 31
SUITE101.COM, INC
TO THE SHAREHOLDERS:
NOTICE OF CHANGE OF AUDITOR
We wish to advise that management of the Company has requested its auditor,
Raimondo Pettit Group, Certified Public Accountants, to resign effective as
of January 25, 1999.
The directors have appointed N.I. Cameron Inc., Chartered Accountants, of
Suite 1103 - 750 West Pender Street, Vancouver, B. C. V6C 2T8 as auditor of
the Company in the place and stead of Raimondo Pettit Group, Certified Public
Accountants, until the close of the next Annual General Meeting of the
Company.
There have been no reservations contained in the reports of Raimondo Pettit
Group for the two most recently completed fiscal years. There are no
reportable disagreements between the Company and Raimondo Pettit Group and
there have been no qualified opinions or denials of opinions of Raimondo
Pettit Group.
The termination of Raimondo Pettit Group and appointment of N.I. Cameron Inc.
was considered and approved by the Company's Audit Committee, which has
reviewed all the documents relating to this change of auditor.
Dated at Vancouver, B.C., this 25th day of January, 1999.
SUITE101.COM, INC
Per:
/s/PETER L. BRADSHAW
--------------------
Peter L. Bradshaw
President
<PAGE>
EXHIBIT (CONTINUED)
RAIMONDO PETTIT GROUP
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
ACCOUNTANTS AND COSULTANTS
UNION BANK TOWER, SUITE 1250
21515 HAWTHORNE BOULEVARD
TORRANCE, CALIFORNIA 90503
TELEPHONE (310) 540-5990
FAX (310) 543-3066
March 10, 1999
B.C. Securities Commission
865 Hornby St., Ste. 1100
Vancouver, British Columbia
Canada V6Z 2H4
RE: Suite101.com, Inc.
Gentlemen:
As required by National Policy Statement No. 31, we have reviewed the
information contained in the Notice of Change of Auditor for Suite 101.com,
Inc. (the "Company") and based upon our firm's knowledged of the
circumstances, we do not disagree with the information contained in the
Notice.
Our understanding is that the Notice will read as follows:
"TO THE SHAREHOLDERS:
NOTICE OF CHANGE OF AUDITOR
We wish to advise that management of the Company has requested
its auditor, Raimondo Pettit Group, Certified Public
Accountants, to resign effective as of January 25,
1999.
The directors have appointed N.I. Cameron Inc., Chartered
Accountants, of Suite 1103 - 750 West Pender Street,
Vancouver, B.C. V6C 2T8 as auditor of the Company in the place
and stead of Raimondo Pettit Group, Certified Public
Accountants, until the close of the next Annual General
Meeting of the Company.
<PAGE>
EXHIBIT (CONTINUED)
RAIMONDO PETTIT GROUP
B.C. Securities Commission
March 10, 1999
Page 2
Except for an explanatory paragraph relating to substantial
doubt existing about the Company's ability to continue as a
going concern, there have been no reservations contained in
the reports of Raimondo Pettit Group for the two most recently
completed fiscal years. There are no reportable disagreements
between the Company and Raimondo Pettit Group and there have
been no qualified opinions or denials of opinions of Raimondo
Pettit Group.
The termination of Raimondo Pettit Group and appointment
of N.I. Cameron Inc. was considered and approved by the
Company's Audit Committee, which has reviewed all the
documents relating to this change of auditor."
We have been advised that the Company intends to include the Notice of Change of
Auditor in the Information Circular to be mailed to shareholders for the
Company's next annual general meeting.
Very truly yours,
Raimondo Pettit Group
RPG:dlw
cc: Ontario Securities Commission
Quebec Securities Commission
Alberta Securities Commission
Suite101.com, Inc.
<PAGE>
EXHIBIT (CONTINUED)
N.I. CAMERON INC.
CHARTERED ACCOUNTANTS
March 9, 1999
B.C. Securities Commission
Suite 1100 - 865 Hornby Street
Vancouver, B.C. V6Z 2H4
Dear Sirs:
Re: Suite101.com, Inc. (the "Company")
As required by National Policy Statement No. 31, we have reviewed the
information contained in the Notice of Change of Auditor for the Company and,
based upon our firm's knowledge of the circumstances, we do not disagree with
the information contained in the notice. Our understanding is that the notice
will read as follows:
"TO THE SHAREHOLDERS:
NOTICE OF CHANGE OF AUDITOR
We wish to advise that management of the Company has requested its auditor,
Raimondo Pettit Group, Certified Public Accountants, to resign effective as
of January 25, 1999.
The directors have appointed N.I. Cameron Inc., Chartered Accountants, of
Suite 1103 - 750 West Pender Street, Vancouver, B.C. V6C 2T8 as auditor of
the Company in the place and stead of Raimondo Pettit Group, Certified Public
Accountants, until the close of the next Annual General Meeting of the
Company.
There have been no reservations contained in the reports of Raimondo Pettit
Group for the two most recently completed fiscal years. There are no
reportable disagreements between the Company and Raimondo Pettit Group and
there have been no qualified opinions or denials of opinions of Raimondo
Pettit Group.
The termination of Raimondo Pettit Group and appointment of N.I. Cameron Inc.
was considered and approved by the Company's Audit Committee, which has
reviewed all the documents relating to this change of auditor."
We have been advised that the Company intends to include the Notice of Change
of Auditor in the Information Circular to be mailed to shareholders for the
Company's next annual general meeting.
Yours truly,
N.I. CAMERON INC.
CHARTERED ACCOUNTANTS
Per:
N.I. Cameron, C. A.
cc: Ontario Securities Commission
Quebec Securities Commission
Alberta Securities Commission
<TABLE>
<S> <C> <C>
N.I. (Nick) CAMERON, C.A. Suite 1103, 750 West Pender St. Telephone 604 669 9631
an incorporated professional Vancouver, B.C. Canada V6C 2T8 Facsimile 604 669 1848
</TABLE>
<PAGE>
EXHIBIT (CONTINUED)
SUITE101.COM, INC.
SUITE390 - 1122 MAINLAND STREET
VANCOUVER, B.C. V6B 5L1
March 10, 1999
VIA SEDAR
British Columbia Securities Commission
11th Floor, 865 Hornby St.
Vancouver, B. C. V6Z 2H4
ATTN: STATUTORY FILINGS
RE: CHANGE OF AUDITOR
Dear Sirs:
Re: Suite101.com, Inc. (the "Company")
----------------------------------
This letter will confirm that the Company's Audit Committee has reviewed the
Notice of Change of Auditor and the letters from the former and successor
auditors (the "Reporting Package") prior to the Reporting Package being
mailed to the Company's shareholders.
Yours truly,
SUITE101.COM, INC.
Per:
Peter L. Bradshaw
President
cc: Ontario Securities Commission
Quebec Securities Commission
Alberta Securities Commission
<PAGE>
APPENDIX: FORM OF PROXY
SUITE101.COM, INC.
1122 MAINLAND STREET - SUITE 390
VANCOUVER, BRITISH COLUMBIA, CANADA V6B 5L1
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mr. Peter L. Bradshaw and Ms. Julia M.
Bradshaw, and each of them, as proxies, each with the power to appoint his or
her substitute, and hereby authorizes them to represent and vote, as
designated below, all the shares of common stock of Suite101.com, Inc. held
of record by the undersigned on April 26, 1999 at the annual meeting of
shareholders to be held on June 11, 1999 or any adjournment thereof.
1. Election of Directors
/ / For all nominees listed below (except as marked to
contrary below)
/ / Withhold Authority to vote for all nominees listed
below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
Peter L. Bradshaw Mitchell G. Blumberg
Sunny Hirai Alfred J. Puchala, Jr.
Julia M. Bradshaw
2. The proposal to approve the adoption of the 1998 Stock
Incentive Plan..
/ / In Favor / / Against / /Abstain
<PAGE>
3. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the
meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH OF THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN
SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME
BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON.
Dated: _______________, 1999 -------------------------------------
Signature
Title (if required)
-------------------------------------
Signature (if held jointly)
-ii-
