e-Net Financial.Com Corporation
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed Proxy is solicited on behalf of e-Net Financial.Com
Corporation ("e-Net" or the "Company") for use at a Special Meeting of
Stockholders ("Special Meeting") to be held Tuesday, February 29, 2000, at 3:30
p.m., local time, and at any adjournment(s) or postponement(s) thereof, for the
purposes set forth herein and in the accompanying Notice of Special Meeting of
Stockholders. The Special Meeting will be held at the Costa Mesa Marriott Suites
Hotel, 500 Anton Blvd., Costa Mesa, California. The Company's principal
executive offices are located at 2102 Business Center Drive, Suite 115E, Irvine,
California 92612 and its main telephone number is (949) 253-4633. These proxy
solicitation materials were mailed on or about February 18, 2000, to all
stockholders entitled to vote at the Special Meeting.
Record Date and Outstanding Shares
Stockholders of record at the close of business on January 29, 2000 (the
"Record Date"), are entitled to notice of and to vote at the Special Meeting. At
the Record Date, 10,221,537 shares of the Company's $0.001 par value Common
Stock ("Common Stock"), were outstanding. The closing price on OTB-BB for the
Common Stock on the Record Date, as reported by Yahoo on the Internet, was
$11.00 per share. The Company was aware of the following beneficial owners of
more than 5% of its Common Stock as of the Record Date:
Number of Percentage
Name and Address Shares of Class(2)
- ---------------- ------ -----------
H-Group LLC (1) 4,000,000 39.1%
3200 Bristol Street
Costa Mesa, CA 92626
Michael Roth (1) 4,000,000 39.1%(1)
2102 Business Center Dr.,
Suite 115E
Irvine, CA 92612
E. G. Marchi 827,000 8.1%
2102 Business Center Dr.,
Suite 115E
Irvine, CA 92612
Miller Johnson & Kuehn 600,000 5.9%
12720 Hillcrest Rd
Dallas TX 75230
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1. Michael Roth is the beneficial owner of 100% of the stock of H-Group LLC.
2. Based upon 10,221,537 shares outstanding.
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Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company before the
Special Meeting a written notice of revocation or a duly executed proxy bearing
a later date, or by attending the Special Meeting and voting in person.
Voting and Solicitation
On all matters each share has one vote.
The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, personally or by telephone or telegram.
PROPOSAL 1
Approval of Amendment to Restated Articles of Incorporation
General
Shareholders are being asked to approve a Certificate of Amendment to the
Company's Restated Articles of Incorporation (the "Articles") to increase the
authorized number of shares of common stock from 20,000,000 to 100,000,000. The
Board authorized the amendment on January 27, 1999. The full text of the
amendment is set forth below in Exhibit 1.
The Articles currently provide that the Company is authorized to issue two
classes of stock, consisting of twenty million (20,000,000) shares of Common
Stock and one million (1,000,000) shares of Preferred Stock. On January 31,
2000, 10,221,537 of Common Stock were issued and outstanding. The remaining
shares of authorized but unissued stock are not reserved for any specific use
and are available for future issuance.
Purpose and Effect of Amendment
The proposed amendment will authorize sufficient additional shares of
Common Stock to provide the Company the flexibility to make such issuances as
may be necessary in order for the Company to complete acquisitions or other
corporate transactions and to issue shares in connection with the Company's
stock option, stock purchase and other employee benefit plans. The proposed
amendment to the Articles, authorizing an additional eighty million (80,000,000)
shares of Common Stock would facilitate the Company's ability to accomplish
these goals and other business and financial objectives in the future without
the necessity of delaying such activities for future shareholder approval except
as may be required in particular cases by the Company's charter documents,
applicable law, or the rules of any stock exchange or other system on which the
Company's securities may be listed. Future issuances of additional shares of
Common Stock or securities convertible into Common Stock, whether pursuant to an
acquisition or other corporate transaction, would have the effect of diluting
earnings per share and book value per share of existing shareholders. The
availability for issuance of additional shares of Common Stock could discourage
or make more difficult efforts to obtain control of the Company.
<PAGE>
Amendment to Restated Articles
If approved, Section A of Article V of the Restated Articles of Incorporation
would be amended and restated as follows:
A. This Corporation is authorized to issue two (2) classes of shares
which shall be designated as Common Shares" and "Preferred Shares."
The aggregate number of these shares which the corporation shall have
the authority to issue is as follows:
1. 100,000,000 Common Shares, par value $0.001
2. 1,000,000 Preferred Shares, no par value.
Vote Required
The affirmative vote of a majority of the outstanding voting shares of the
Company, together with the affirmative vote of a majority of the required
quorum, is required for approval of the proposed Certificate of Amendment to the
Company's Restated Articles of Incorporation, at the February 29, 2000 Special
Meeting of Shareholders. Each share may vote once either yes or no. Votes
withheld and broker non-votes will be counted for purposes of determining the
presence or absence of a quorum but have no other effect under Nevada law in the
tabulation of votes.
Recommendation of the Board of Directors
The Board of Directors believes that the amendment of the Articles is necessary
to provide the Company agility and flexibility over the upcoming years. The
Board of Directors recommends that the shareholders vote FOR the approval of a
Certificate of Amendment to the Company's Restated Articles of Incorporation.
PROPOSAL 2
3:2 STOCK SPLIT
General
Shareholders are being asked to approve a three for two (3:2) forward split
of the Company's Common Stock. The effective date of the proposed stock split
will be set by the Board of Directors, not later than 30 days from the date of
the Special Meeting of Shareholders on February 29, 2000. On January 31, 2000,
10,221,537 of Common Stock were issued and outstanding. If approved this
proposal will increase this number to 15,332,305.5 shares.
Purpose and Effect of Amendment
The proposed amendment will keep e-Net Common in a price range should
maintain a more orderly and stable market. The Board feels that this is in the
best interest of its shareholders
Vote Required
The affirmative vote of a majority of the outstanding voting shares of the
Company, together with the affirmative vote of a majority of the required
quorum, is required for approval of the proposed Certificate of Amendment to the
Company's Restated Articles of Incorporation, at the February 29, 2000 Special
Meeting of Shareholders. Each share may vote once either yes or no. Votes
withheld and broker non-votes will be counted for purposes of determining the
presence or absence of a quorum but have no other effect under Nevada law in the
tabulation of votes.
<PAGE>
Recommendation of the Board of Directors
Due to increasing demand in the marketplace for shares of e-Net
Financial.Com Corporation, the Board of Directors feels that it would be in the
best interest of its shareholders to provide them the benefit of holding
additional shares. The Board of Directors recommends that the shareholders vote
FOR the 3:2 forward split of Common Stock.
OTHER MATTERS
The Company knows of no other matters to be submitted to the Special
Meeting. If any other matters properly come before the Special Meeting, it is
the intention of the persons named in the enclosed form of Proxy to vote the
shares they represent as the Board of Directors may recommend.
Only stockholders of record at the close of business on January 29, 2000
are entitled to notice of and to vote at the Special Meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign and return the enclosed Proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person, even though he or she has returned a Proxy.
Jean Oliver
Secretary
Irvine, California
February 10, 2000
Exhibits
Exhibit 1 - Proposed Certificate of Amendment to Company's Restated Articles of
Incorporation
<PAGE>
e-Net Financial.Com
Corporation
This proxy is solicited by the Board of Directors for the Special Meeting
of Stockholders--February 29, 2000
The undersigned hereby appoints Michael Roth, President of e-Net Financial.Com
Corporation, to vote for and on behalf of the undersigned at the Special Meeting
of Stockholders of the Company to be held on February 29, 2000, and any
adjournment thereof, upon matters properly coming before the meeting, as set
forth in the Notice of Meeting and Proxy Statement, both of which have been
received by the undersigned and upon all such other matters that may properly be
brought before the meeting, as to which the undersigned hereby confers
discretionary authority to vote upon said proxies. Without otherwise limiting
the general authorization given hereby, said individual and proxies are
instructed to vote as follows:
(THIS PROXY CARD CONTINUES AND MUST BE SIGNED ON THE RESERVE SIDE)
<PAGE>
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR the items specified below.
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1. Amendment to the Articles of THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
Incorporation increasing THE AMENDMENT TO THE ARTICLES OF
authorized shares of Common INCORPORATION.
Stock from 20,000,000 to
100,000,000. FOR [ ] AGAINST [ ] ABSTAIN [ ]
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2. 3:2 forward split of Common THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
Stock, effective date to be THIS 3:2 SPLIT OF THE COMMON STOCK.
determined by the Board of
directors, but not later than 30
days from the date of this
Special Meeting. FOR [ ] AGAINST [ ] ABSTAIN [ ]
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Dated: , 1999
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(signed)
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(signed)
Please sign exactly as your name
appears below. Give full title if an
Attorney, Executor, Administrator,
Trustee, Guardian, etc. For an account
in the name of two or more persons,
each should sign. 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.
PLEASE SIGN THIS PROXY AND RETURN IT
PROMPTLY WHETHER OR NOT YOU EXPECT TO
ATTEND THIS MEETING. YOU MAY
NEVERTHELESS VOTE IN PERSON IF YOU DO
ATTEND.
Dean Heller STATE OF NEVADA Telephone 702.687.5203
Secretary of State OFFICE OF THE SECRETARY OF STATE Fax 702.687.3471
101 N. CARSON ST., STE. 3 Web site:
CARSON CITY, NEVADA 89701-4786 http://sos.state.nv.us
Filing Fee:
Certificate of Amendment to Articles of Incorporation
For Profit Nevada Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
- Remit in Duplicate -
1. Name of corporation: e-Net Financial.Com Corporation
2. The articles have been amended as follows (provide article numbers, if
available):
Article V Authorized Shares
A. This corporation is authorized to issue two (2) classes of shares which shall
be designated as "Common Shares" and "Preferred Shares". The aggregate number of
these shares which the corporation shall have the authority to issue is as
follows:
1. 100,000,000 Common Shares, par value $.001
2. 1,000,000 Preferred Shares, no par value
3. Sales to Officers and Employees This section omitted
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: _____________.*
4. Signatures:
_____________________________ ____________________________
President or Vice President Secretary or Asst. Secretary
(acknowledgement required) (acknowledgement required)
State of: ___________________
County of: __________________
This instrument was acknowledged before me on ___________________, 19__, by
_________________ (Name of Person) as _______________________ as designated to
sign this certificate of ____________________________ (name on behalf of whom
instrument was executed)
___________________________
Notary Public Signature
* If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.
