<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:
/ / 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 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.
/ / Fee computed on table below per Exchange Act Rules 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:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
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:
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4) Date Filed:
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<PAGE>
SUITE101.COM, INC.
1122 MAINLAND STREET - SUITE 390
VANCOUVER, BRITISH COLUMBIA, CANADA V6B 5L1
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 12, 2000
Notice is hereby given that the Annual Meeting of Shareholders of
Suite101.com, Inc. (the "Company") will be held at the Explorers Club, 46 East
70th Street, New York, New York, 10021, on Monday, June 12, 2000, at 2:30PM,
local time, for the following purposes:
1. To elect four (4) directors of the Company to hold office until the next
Annual Meeting of Shareholders in 2001 and until their respective
successors are elected and qualified;
2. To consider and vote on a proposal to approve the adoption of an
amendment to 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 24, 2000 (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.
MITCHELL BLUMBERG, SECRETARY
Dated: May 1, 2000
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<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 Explorers Club, 46 East 70th
Street, New York, New York 10021, on Monday, June 12, 2000, at 2:30PM, 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 four (4)
Directors of the Company to hold office until the next Annual Meeting of
Shareholders in 2001 and until their successors have been elected and qualified;
and (ii) to consider and vote on a proposal to approve the adoption of an
amendment to 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 four (4) Directors named as nominees and in favor
of the proposal to approve the adoption of the amendment to the 1998 Stock
Incentive Plan. 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 Mitchell Blumberg, 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 amendment to
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
24, 2000 are entitled to vote at the Meeting or any adjournments thereof. On
such date, the Company had outstanding voting securities consisting of
13,146,233 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 May 1, 2000.
1. ELECTION OF DIRECTORS
At the Meeting, it is proposed to elect four (4) Directors to hold office
until the next Annual Meeting of Shareholders in 2001 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 four
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.
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<PAGE>
The nominees as Director and their age are as follows:
Name Age
---- ---
Peter L. Bradshaw 66
Julia M. Bradshaw 37
Mitchell G. Blumberg 56
Alfred J. Puchala, Jr. 39
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 Instep 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 Julia M.
Bradshaw.
Ms. Bradshaw, a co-founder of i5ive, has been a Director of 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. 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 currently with
Blumberg Productions + Management. Prior to June 1994, he was an Executive Vice
President of RKO Pictures, Inc. Mr. Blumberg is also a Director of
eDispatch.com. Mr. Blumberg holds undergraduate and law degrees from the
University of Pennsylvania and an MBA degree from Harvard University.
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<PAGE>
Mr. Puchala was elected a Director of the Company in April 1999. Mr.
Puchala is a Managing Director of Signal Equity 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, 1999.
EXECUTIVE COMPENSATION
During the year ended December 31, 1999, none of the Company's officers or
Directors received compensation for serving in that capacity. Mr. Peter L.
Bradshaw is currently receiving compensation at the rate of (US) $72,000 per
annum.
DIRECTORS COMPENSATION
The Company's Directors do not receive any cash compensation for serving in
that capacity; however, they are reimbursed for their out-of-pocket expenses in
attending meetings. Pursuant to the terms of the Company's 1998 Stock Incentive
Plan, each non-employee Director automatically receives an option grant for
50,000 shares on the date such person joins the Board. In addition, on the date
of each annual stockholder meeting, each non-employee Board member who is to
continue to serve as a non-employee Board member is automatically granted an
option to purchase 5,000 shares. Each such option is exercisable at the fair
market value of the Company's Common Stock on the date of grant and has a term
of five years, subject to earlier termination following such persons cessation
of Board service and subject to certain vesting provisions.
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<PAGE>
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 AMENDMENT TO 1998 STOCK INCENTIVE PLAN
INCREASE IN SHARES RESERVED UNDER THE PLAN. The Company's 1998 Stock
Incentive Plan (the "Plan") was initially adopted by the board of Directors in
December 1998 and subsequently approved by shareholders on June 11, 1999. Under
the Plan, 1,200,000 shares of Common Stock were initially reserved for issuance
on exercise of options to be granted under the Plan. On November 13, 1999, the
Directors adopted an amendment to the Plan increasing the number of shares
reserved for the grant of options from 1,200,000 to 2,400,000. As of November
13, 1999, options to purchase 485,784 shares had been granted under the Plan at
prices ranging from $1.50 to $6.38. Accordingly, as of that date, there remained
714,216 shares of Common Stock reserved under the Plan for the grant of future
options. Management of the Company has used the grant of options under the Plan
as an incentive to its employees and Contributing Editors and others. In order
to be able to continue to use the grant of options under the Plan as a further
incentive, the Board of Directors determined that it was in the best interests
of the Company to amend the plan so as to increase the number of shares reserved
for the grant of options. Subject to shareholder approval of the adoption of the
amendment, management of the Company intends to continue to use the grant of
options as an incentive to its employees and Contributing Editors. In no event,
however, may any one participant in the Plan receive option grants, separately
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<PAGE>
exercisable stock appreciation rights or direct stock issuances for more than
150,000 shares of Common Stock in the aggregate per calendar year.
DESCRIPTION OF PLAN. 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 are
administered by the Board of Directors. The Board of Directors, as Plan
Administrator, has 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 also has 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 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
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<PAGE>
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 has 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.
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
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<PAGE>
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.
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 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
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<PAGE>
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.
The Company has outstanding under the Plan as of April 24, 2000 options to
purchase an aggregate of 1,731,934 shares of Common Stock at exercise prices
ranging from $1.50 to $7.99. The foregoing includes options granted to purchase
531,934 shares where the grant of the option is conditioned upon shareholder
approval of this proposed amendment to the Plan.
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.
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<PAGE>
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.
On January 25, 1999, the Company engaged N.I. Cameron Inc. to audit its
financial statements for the year ended December 31, 1998. N.I. Cameron Inc.
also audited the Company's financial statements for the year ended December 31,
1999 and management presently expects to retain that firm to audit its financial
statements for the year ended December 31, 2000. During the Company's two most
recent fiscal years and any subsequent interim period prior to the engagement of
N.I. Cameron Inc. on January 25, 1999, 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.
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<PAGE>
COMMON STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the Record Date, the Company had issued and outstanding 13,146,233
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 Beneficial Number of Shares Percentage of Outstanding
Owner(1) Beneficially Owned(2) Common Stock
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Peter L. Bradshaw 1,456,565(3)(5) 11.06%
Julie M. Bradshaw 825,071(6) 6.27%
Mitchell G. Blumberg
833 Moraga Drive - #12
Los Angeles, CA 90049 85,000(4) 0.64%
Alfred J. Puchala, Jr.
Signal Partners, LLC
10 East 53rd Street
New York, NY 10022 135,000(4) 1.02%
Northfield Capital Corporation
350 Bay Street, Suite 1100
Toronto, Ontario, Canada M5H 2S6 2,007,136 15.27%
284085 B.C. Ltd.
1122 Mainland Street - Suite 390
Vancouver, BC, Canada V6B 5L1 1,456,565 11.06%
All officers and directors as a group
(4 persons) 2,501,636 18.76%
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(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 24, 2000.
(3) Shares held by 284085 B.C. Ltd. of which Mr. Bradshaw is an officer,
Director and principal shareholder.
(4) Includes 75,000 shares issuable on exercise of an option.
(5) Includes 20,000 shares issuable on exercise of an option
(6) Includes 17,500 shares issuable on exercise of an option
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Messrs. Bradshaw, Blumberg and Puchala constitute the Audit Committee of
the Company's Board of Directors. During the year ended December 31, 1999, the
Audit Committee did not hold any meetings. The Company's Board of Directors has
not appointed either a compensation committee or a nominating committee.
The Company's Board of Directors held four meetings during the year ended
December 31, 1999.
SUBMISSION OF SHAREHOLDERS' PROPOSALS FOR 2001 ANNUAL MEETING
Any proposals which shareholders intend to present for a vote of
shareholders at the Company's 2001 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, 2001.
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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,
1999, including financial statements, is being mailed to shareholders herewith.
However, that report is not part of the proxy soliciting information.
By Order of the Board of Directors
MITCHELL BLUMBERG, SECRETARY
Dated: May 1, 2000
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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 24, 2000 at the annual meeting of shareholders to be
held on June 12, 2000 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
Julia M. Bradshaw Alfred J. Puchala, Jr.
2. The proposal to approve the adoption of an amendment to the 1998 Stock
Incentive Plan.
/ / In Favor / / Against / / Abstain
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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: _______________, 2000
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Signature
Title (if required)
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Signature (if held jointly)
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