NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
Dear Shareholders :
Notice is hereby given that a Special Meeting of Shareholders of Forestry
International, Inc. wIll be held on October 31, 2000, at 1 :30 pm., eastern
time, at the Company's offices located at 1205 Ampere Street, suite 206,
Boucherville, (Quebec) Canada J4B 7M6 for the following purposes :
1. To amend the Articles of Incorporation of the Company to change its corporate
name;
2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
Pursuant to the Company's Bylaws, the Board of Directors has fixed the close of
business on September 27, 2000, as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting. Only
shareholders of record at that time will be entitled to vote at the meeting or
any adjournment thereof. You are cordially invited to attend the meeting in
person. Even if you plan to attend the Special meeting, please complete, date,
sign and return the enclosed proxy promptly in the enclosed self-addressed,
stamped envelope. If you attend and wish to withdraw your proxy, you may vote
personally.
BY ORDER OF
THE BOARD OF DIRECTORS
Louis R. Turp
President
September 18, 2000
FORESTRY INTERNATIONAL, INC.
CARRYING ON BUSINESS UNDER
INFYNIA.COM CORPORATION
1205 Ampere Street, suite 206
Boucherville, Quebec
Canada J4B 7M6
September 18, 2000
To : Stockholders of Forestry International, Inc.
Dear Stockholders :
You are cordially invited to attend a Special Meeting of Stockholders of
Forestry International, Inc. a Colorado corporation (FYNI) to be held at the
offices of Forestry International, Inc., at 1205 Ampere Street, Suite 206,
Boucherville, Quebec J4B 7M6 on Tuesday, October 31, 2000 at 1 :30 p.m., Eastern
Time.
At this Special Meeting, you will be asked to consider and vote upon the
approval of the change in the name (Name Change) of Forestry International,
Inc., to Infynia.com Corporation. The proposed name change for FYNI will provide
association with the company's corporate mission that is to be an horizontally
integrated Information Technology (IT) Company (FYNI - For Your Network
Integration).
The Name Change contemplated hereby is planned to be concluded as soon as
possible after approval by the shareholders of FYNI.
FYNI is a publicly traded company, listed on the NASDAQ Over-the-Counter
Bulletin Board (the OTC Bulletin Board). It is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended, is required to
file periodic reports with the Securities and Exchange Commission. As of the
close of the market on August 31, 2000, FYNI common stock traded on the OTC
Bulletin Board and have been at a high and low price of $0.63 and $0.07,
respectively for the last 52 weeks.
The Board of Directors of FYNI has carefully reviewed and considered the terms
and conditions of the proposed Name Change and has unanimously voted in favor of
the proposed Name Change, and recommends that the stockholders of FYNI vote FOR
approval of the Name Change.
While the members of the Board of Directors of FYNI are confident that a new
name can reflect positively on FYNI's business plan there can be no assurance
that FYNI will in fact be able to do so. Therefore, FYNI shareholders are urged
to read the enclosed Proxy Statement and to carefully consider the description
of the prospective Name Change in the Proxy Statement.
Enclosed are a Notice of Special Meeting, a Proxy Statement and a proxy card for
the special Meeting. Please give this information your careful attention. It
provides a detailed description of the proposed transaction. The affirmative
vote of the holders of a majority of the shares of FYNI Common Stock entitled to
vote at the Special Meeting is required for approval of the Name Change.
Accordingly, your vote is important, no matter how large or small your holdings.
Stockholders of Forestry International, Inc.
September 18, 2000
Page Two
In view of the importance of the action to be taken, we urge you to complete,
sign, and date the enclosed proxy card and to return it promptly in the enclosed
envelope, whether or not you plan to attend the Special Meeting.
On behalf of the Board of Directors of Forestry International, Inc. we
appreciate your precious collaboration, attention and consideration to the
corporate matters of the company.
Sincerely,
Louis R. Turp
President/CEO
FORESTRY INTERNATIONAL, INC.
CARRYING ON BUSINESS UNDER
INFYNIA.COM CORPORATION
1205 Ampere Street, suite 206
Boucherville, Quebec
Canada J4B 7M6
PROXY STATEMENT
For Special Meeting of Stockholders of Forestry International, Inc. to be Held
on October 31, 2000.
This Proxy Statement is being furnished to the stockholders of Forestry
International, Inc., a corporation formed under the laws of the State of
Colorado, U.S.A. (FYNI or the Company), in connection with the
sollicitation of proxy by its Board of Directors from holders of outstanding
shares of common stock of FYNI (theCommon Stock) for use at the Special
Meeting of FYNI to be held on October 31, 2000 at 1205 Ampere Street, suite 206,
Boucherville, Quebec, Canada J4B 7M6 at 1 :30 Eastern Time.
The purpose of the FYNI Special Meeting is to consider and vote upon the
following :
A proposal to approve the change in the name (Name Change) of Forestry
International, Inc. to Infynia.com Corporation. The proposed name change for
FYNI will provide association with the company's corporate mission that is to be
an horizontally integrated Information Technology (IT) Company (FYNI - For Your
Network Integration).
GENERAL MATTERS
The accompanying proxy is solicited by the Board of Directors of FYNI for a
Special Meeting of Stockholders to be held at the offices of the Company at 1205
Ampere Street, suite 206 Boucherville, Quebec, Canada J4B 7M6 on October 31,
2000 at 1 :30 eastern Time. This Proxy Statement and the enclosed form of proxy
are first being mailed to stockholders on or about September 29, 2000.
The cost of sollicitation of proxies will be borne by the Company. Solicitation
other than by mail may be made by officers or by regular employees of the
Company, who will receive no additional compensation therefore, by personal or
telephone solicitation. The Company will reimburse brokerage firms and other
securities custodians for their expenses in forwarding proxy materials to their
principals.
Only holders of shares of Common Stock or record at the close of business on
September 27, 2000 will be entitled to notice of and vote at the meeting and at
all adjournments thereof. At the close of business on September 15, 2000, the
Company had 25,440,736 shares of Common Stock.
Shares of Common Stock represented by the proxies in the form enclosed, properly
executed, will be voted in the manner designated, or if no instructions are
indicated, in favor of the proposal. In their descretion, the Proxies are
authorized to vote upon such other business as may properly come before the
meeting. The proxy given by the enclosed proxy card may be revoked at any time
before it is voted by delivering to the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date or by attending the
Special Meeting and voting in person.
Proxy Statement
September 18, 2000
Page Two
Change of Name
The Company wishes to amend its articles of incorporation to change the
Company's name from Forestry International, Inc. to Infynia.com Corporation,
which is the same name as its operating fully own subsidiary. The purpose of
this change is to associate the business of the Company with its operating
subsidiary for sales and marketing purposes and to recognize that the Company
has completed on May 3, 2000 the acquisition of R.M.M. & Associates, a company
active within the Information Technology industry.
The shift to a revenue-producing stage should have a positive impact on market
interest in the Company's Common Stock and FYNI wants its stockholders to be
able to benefit from this positive impact.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS CHANGE OF NAME.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners and Security Ownership of
Management
The following table contains information as of August 2, 2000, as to the
beneficial ownership of shares of the Company's common Stock by each person who,
to the knowledge of the Company at that date, was (I) the beneficial owner of
five percent or more of the outstanding share of the class, (ii) each person who
is a director of the Company, (iii) each person who is an executive officer of
the Company, and (iv) all persons as a group who are officers and directors of
the Company, and as to the percentage of outstanding shares so held by them on
August 2, 2000.
Name and address Amount of Beneficial
Percent of
of beneficial owner Ownership
Class
Andrea Audet 336,531
1.3%
474 Cote Ste-Catherine
Montreal, (QC) Canada
H2V 2B4
Richard Jamieson 137,500
0.005%
543 Croissant Simonet
Ile Bizard, (QC) Canada
H9C 2R9
Louis R. Turp 2,090,000
8.2%
474 Cote Ste-catherine
Montreal, (QC) Canada
H2V 2B4
Proxy Statement
September 18, 2000
Page Three
SHAREHOLDERS PROPOSALS Any Shareholders intending to present any proposal for
consideration at the Company's next Annual Meeting of Shareholders must, in
addition to meeting other applicable requirements, mail such proposal to the
Company so that it is received at the Company's offices not less than 120 days
in advance of April 30, 2001.
OTHER MATTERS
At the time of the preparation of this proxy statement, the Board of Directors
of the Company did not contemplate or expect that any business other than that
pertaining to the subject referred to in this Proxy Statement would be brought
up for action at the meeting, but in the event that other business calling for a
stockholders' vote does properly come before the meeting, he proxies will vote
thereon according to their best judgment in the interest of the Company.
BY ORDER OF
THE BOARD
OF DIRECTORS
Louis R.
Turp
President
September
18, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having received the Notice of Special Meeting of Shareholders
of Forestry International, Inc. (the Company), and the related Proxy Statement
dated ___________, 2000, hereby appoints Louis R. Turp and Richard Jamieson, and
each of them, proxies for the undersigned, with full power of substitution, and
authorizes them to attend the Special Meeting of Shareholders of the Company on
October 31, 2000, and any adjournments thereof, and to vote thereat all shares
of Common Stock of the Company that the undersigned would be entitled to vote if
personally present, such proxies being instructed to vote as specified below,
or, to the extent not specified, to vote FOR Proposal 1 and to vote in their
discretion on any other matters presented at the meeting or any adjournments
thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
SPECIFIED ON THE REVERSE BY THE UNDERSIGNED. EXCEPT AS OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE AMENDMENT OF THE ARTICLES OF INCORPORATION TO
CHANGE THE COMPANY'S NAME TO INFYNIA.COM, CORPORATION.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE) ______________________________
FOLD AND DETACH HERE
THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL
420:
Please mark your vote as [ X ]
PROPOSAL 1. AUTHORIZATION TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE
THE CORPORATIONS NAME TO INFYNIA.COM CORPORATION
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
PLEASE SIGN AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
Signature __________________________
Signature, if held jointly ______________
Dated : ________, 2000
Please sign name exactly as it appears hereon. If shares are
held by joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee, or guardian,
give full title as such.
FOLD AND DETACH HERE
