<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
2525 MERIDIAN PARKWAY, SUITE 300A
DURHAM, NORTH CAROLINA 27713
October 3, 1997
Dear Shareholder:
Enclosed are the Notice, Proxy Statement, and Appointment of Proxy for
the 1997 Annual Meeting of Shareholders of Southeast Interactive Technology Fund
I, LLC (the "Fund"). At the Annual Meeting, Shareholders will (1) elect seven
Directors and (2) ratify the selection of Price Waterhouse LLP as independent
accountants.
Your vote is important regardless of how many shares you own. Please
take a few minutes to review the Proxy Statement carefully and sign and return
the Appointment of Proxy at your earliest convenience even if you plan to attend
the meeting. Voting your shares early will permit the Fund to avoid costly
follow-up mail and telephone solicitations. I urge you to complete and return
the Appointment of Proxy in the enclosed postage-paid envelope today. If you
have any questions, please call us at (919)558-8324; we will be happy to
respond.
Sincerely,
David C. Blivin, CPA
Managing Director
<PAGE> 3
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
2525 MERIDIAN PARKWAY, SUITE 300A
DURHAM, NORTH CAROLINA 27713
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
TO BE HELD NOVEMBER 4, 1997
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders of
Southeast Interactive Technology Fund I, LLC, a North Carolina limited liability
company (the "Fund"), will be held at MCNC, 3021 Cornwallis Road, Research
Triangle Park, North Carolina on November 4, 1997 at 2:00 p.m. and at any
adjournments thereof, for the purpose of considering and acting upon the
following matters:
1. To elect seven directors of the Fund to serve until the 1998 Annual
Meeting of Shareholders and until their successors have been duly elected and
qualified;
2. To ratify the appointment of Price Waterhouse LLP as the independent
public accountants of the Fund for the year ending December 31, 1997; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
All shareholders of record at the close of business on October 1, 1997
will be entitled to vote at the meeting or any adjournment thereof.
By order of the Managers,
David C. Blivin, CPA
Managing Director
Date: October 3, 1997
<PAGE> 4
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
2525 MERIDIAN PARKWAY, SUITE 300A
DURHAM, NORTH CAROLINA 27713
-------------------------------
PROXY STATEMENT
-------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 4, 1997
GENERAL
This Proxy Statement is being furnished by Southeast Interactive
Technology Fund I, LLC, a North Carolina limited liability company (the "Fund"),
to the holders of shares of membership interest in the Fund ("Shareholders") as
a proxy statement in connection with the solicitation of appointments of proxy
by the managers of the Fund ("directors") for use at the annual meeting of
Shareholders to be held at 2:00 p.m. on November 4, 1997, at MCNC, 3021
Cornwallis Road, Research Triangle Park, North Carolina (the " Annual Meeting")
and at any adjournments thereof. The Annual Meeting has been called for the
purpose of considering and acting upon the following proposals: (i) to elect
seven directors to serve until the 1998 Annual Meeting of Shareholders and until
their successors have been duly elected and qualified; (ii) to ratify the
appointment of Price Waterhouse LLP as the independent public accountants of the
Fund for the year ending December 31, 1997; and (iii) to transact such other
business as may properly come before the meeting or any adjournments thereof.
VOTING OF PROXIES; REVOCATION
Persons named on the enclosed appointment of proxy as proxies for the
Shareholders at the Annual Meeting are David C. Blivin and E. Lee Bryan. Units
of membership interest in the Fund ("Shares") represented by each appointment of
proxy which is properly executed, returned, and not revoked will be voted in
accordance with the directions thereon. If no directions are given, those Shares
will be voted "FOR" the election of each of the seven nominees named herein and
"FOR" the other proposal described herein. If, at or before the Annual Meeting,
any nominee becomes unavailable for any reason, the proxies will be authorized
to vote for a substitute nominee. On such other matters as may properly come
before the Annual Meeting, the proxies will be authorized to vote Shares
represented by appointments of proxy in accordance with their best judgment.
A shareholder may revoke an appointment of proxy at any time before the
shares represented by it have been voted by filing with the Fund at the address
above an instrument revoking it or a properly executed appointment of proxy
bearing a later date, or by attending the Annual Meeting and announcing his or
her intention to vote in person.
EXPENSES OF THE SOLICITATION
The Fund will pay the cost of preparing, assembling, and mailing this
Proxy Statement to Shareholders and certain other proxy solicitation expenses.
In addition to the use of mail, appointments of proxy may be solicited in person
or by telephone by officers, directors, or employees of the Fund or the Montrose
Venture Partners, LLC (the "Advisor") without additional compensation.
<PAGE> 5
RECORD DATE
The Board of Directors has set October 1, 1997 as the record date for
the determination of Shareholders entitled to notice of and to vote at the
Annual Meeting. Only Shareholders of record on that date will be entitled to
vote at the Annual Meeting.
VOTING SECURITIES
The voting securities of the Fund are its units of limited liability
company membership interest, of which 244 were outstanding on the record date.
VOTING PROCEDURES; VOTES REQUIRED FOR APPROVAL
The representation in person or by proxy of a majority of the votes
entitled to be cast is necessary to provide a quorum at the Annual Meeting. At
the Annual Meeting, each Shareholder will be entitled to cast one vote for each
Share held of record on the record date for each matter submitted for voting
and, in the election of directors, for each director to be elected.
In voting for directors, the seven nominees receiving the highest
numbers of votes will be elected. With respect to the election of directors,
votes may be cast in favor of nominees or withheld. Withheld votes are not
treated as votes cast and, therefore, have no effect on the election of
directors. The proposal to ratify the appointment of independent public
accountants and any other proposal properly before the Annual Meeting will be
approved if the number of votes cast for approval exceeds the number of votes
cast against approval on each such proposal.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF VOTING SECURITIES
The following table sets forth certain information regarding the
beneficial ownership of Shares as of the record date by (i) any person known to
the Fund to be the beneficial owner of more than five percent of the outstanding
Shares and (ii) each director or nominee for director. Each person included on
the table has sole voting power and sole investment power with respect the
Shares beneficially owned thereby.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL
BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS(2)
----------------------- ------------ -------------------
<S> <C> <C>
Interstate/Johnson Lane
Corporation 14 5.7%
David C. Blivin 1 *
E. Lee Bryan 1 *
W. Clay Hamner 1 *
Wayne M. Rogers 1 *
Terry Sanford 1 *
Scott Anderson --- ---
Paul Coleman --- ---
</TABLE>
-----------
(1) Amounts presented are the number of Shares held by each person.
(2) An "*" indicates less than one percent.
2
<PAGE> 6
SECTION 30(F) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(f) of the Investment Company Act of 1940, as amended (the
"Act"), requires every person who is an officer, director, member of an advisory
board, investment adviser or an affiliate of an investment adviser of a
registered investment company or who owns more than ten percent of a registered
investment company's outstanding securities to file initial reports of ownership
and reports of changes in their ownership of such securities with the United
States Securities and Exchange Commission (the "SEC"). Reporting persons are
required by SEC regulations to furnish the Fund with copies of all Section 30(f)
forms they file. To the Advisor's knowledge, all Section 30(f) filing
requirements applicable to the Fund's reporting persons were complied with
during the year ended December 31, 1996.
PROPOSAL TO ELECT DIRECTORS
ELECTION OF DIRECTORS
The Board of Directors presently consists of five directors. Directors
are elected annually and serve until the next annual meeting of Shareholders and
until their successors are elected and qualified. Seven Directors are to be
elected at the Annual Meeting. The following table provides certain information
with respect to the nominees. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
"FOR" ALL OF THE NOMINEES LISTED BELOW.
<TABLE>
<CAPTION>
NAME AGE CURRENT POSITION
---- --- ----------------
<S> <C> <C>
David C. Blivin * 40 Managing Director
Scott Anderson 50 Nominee
E. Lee Bryan * 60 Director
Paul Coleman 65 Nominee
W. Clay Hamner * 51 Director
Terry Sanford 79 Director
Wayne M. Rogers 64 Director
</TABLE>
------------
* Messrs. Blivin, Bryan, and Hamner are shareholders and
directors of the Advisor. Consequently, each of these nominees
is an "interested person" within the meaning of Section
2(a)(19) of the Act.
The education and experience of each nominee is discussed below.
David C. Blivin - Mr. Blivin's experience includes serving as the Chief
Financial Officer of Montrose Capital Corporation from July 1987 to June 1996.
He is a 1985 graduate of the Duke University Fuqua School of Business and a
Certified Public Accountant. Prior to joining Montrose Capital Corporation, Mr.
Blivin worked as a Senior Auditor with Arthur Andersen LLP and in this capacity
audited a number of technology companies. As Chief Financial Officer for
Montrose Capital Corporation, Mr. Blivin has negotiated financings and developed
business plans for a number of entities in which Montrose Capital Corporation
has invested. Mr. Blivin has served on the Board of Directors of Virtus
Corporation and The Pantry, Inc.
Scott Anderson - Mr. Anderson is responsible for External Affairs at
the eastern United States headquarters of Cisco Systems, Inc. ("Cisco"), which
is located in North Carolina's Research Triangle Park. Cisco is a world leader
in networking for the Internet. From 1994 through 1996, Mr. Anderson was
responsible for communicating Cisco's role in the merging of traditional
mainframe computers with the
3
<PAGE> 7
Internet. He is now responsible for communications supporting the growth of
Cisco's operations in the Research Triangle Park. In that role he seeks out
public and private institutions sharing common objectives and initiates joint
programs with them in support of education, business and economic development
and the growth of entrepreneurial companies. As a marketing, business
development and public relations professional, he has been associated with
computer and communications technology companies in the Research Triangle Park
area for over 15 years. Prior to joining Cisco in 1994, Mr. Anderson spent six
years with Fujitsu Network Switching where he advanced the use of multimedia
switching technology in the public network, positioning and promoting the first
asynchronous transfer mode switch in the market. He also was a participant in
the creation of the North Carolina Information Highway. Mr. Anderson was
recruited to the Research Triangle Park by Northern Telecom in 1982, where he
analyzed new business opportunities and supported product research in the
residential telecommunications services marketplace, and served in various
marketing and communications positions. He received a B.S. in business
administration from Northwestern University.
E. Lee Bryan - Mr. Bryan is the founder of One Room Systems, Inc., a
multimedia educational products creation and distribution company. See "Related
Party Transactions." Prior to founding that company, he was a principal in a
number of successful business ventures. In 1984 Mr. Bryan founded Vortech, Inc.
("Vortech"), a company which became a worldwide leader in digital teleradiology.
Vortech was subsequently sold to Eastman Kodak Company. In 1988 Mr. Bryan joined
CACI International ("CACI"), a major U.S. government systems integrator. As
Executive Vice President of CACI, Mr. Bryan spearheaded a major technical and
business restructuring for the company. Prior to his involvement in the entities
listed, Mr. Bryan developed an extensive background in government and private
sector high technology endeavors. Mr. Bryan is a graduate of the United States
Naval Academy at Annapolis and a retired officer from the nuclear submarine
program. Mr. Bryan has been a high level advisor to the government of the United
States for defense and intelligence information systems. He is a trustee of the
Center for Excellence in Education and the Profound Paralysis Group. He is a
member of the Heart Center board at Duke University Medical Center and the
Durham "Smart Start" program board.
Paul J. Coleman, Jr., Ph.D. - Dr. Coleman is professor of space physics
at the University of California at Los Angeles. He holds B.S.E. degrees in
mathematics and physics, an M.S. degree in physics, and a Ph.D. in space
physics. His professional experience includes positions at the Ramo-Wooldridge
Corporation (now TRW Systems), initially as a research scientist and
subsequently as manager of a research group, and as manager of NASA's
interplanetary sciences program at its headquarters in Washington, D.C. Since
1981, Dr. Coleman has also served as President and Chief Executive Officer of
the Universities Space Research Association (USRA), a non-profit corporation
owned by more than seventy universities and chartered to facilitate research,
development and education in space science and technology. Also, Dr. Coleman is
a Trustee of American Technology Initiative, Inc., and has served as a founding
member and Chairman of the Oversight Committee for the San Diego Supercomputer
Center, a director of the National Institute for Space Commercialization, a
member of the Scientific Advisory Committee for the Los Alamos National
laboratory and the Lawrence Livermore National Laboratory, and a founding member
of the Steering Committee for the California Space Institute. In addition, he is
a consultant to the U.S. government on research and development. In the private
sector, Dr. Coleman is a director of CACI International, Fairchild Space and
Defense Corporation, Applied Electron Corporation, and Lasertechnics, Inc. and
is a co-founder and a former director of University Technology Transfer, Inc. In
addition, he is a consultant to industry on research and development and to the
financial community on high-technology enterprises.
W. Clay Hamner - Mr. Hamner is the Managing Director and Chief
Executive Officer of Montrose Capital Corporation. He received his Undergraduate
and Masters degrees from the University of Georgia and Doctorate in Business
Administration from Indiana University. Mr. Hamner is on the Board of Directors
of Vista Resources, Inc. (NYSE); Wendy's International, Inc. (NYSE); He was also
a Special Limited Partner in Intersouth I. Formerly, Mr. Hamner served on the
Board of Directors of Highland Energy Corporation; Clinton Gas Systems (OTC);
Fuqua Industries, Inc. (NYSE); Triton Group, Ltd. (NYSE); and Capital
Technology, Inc. Prior to entering private business, Mr. Hamner taught in the
4
<PAGE> 8
Graduate Schools of Business at Northwestern University and Duke University. Mr.
Hamner is a Director of the Institute of Private Enterprise at UNC-CH and serves
on the Kenan-Flagler School of Business Board of Visitors (UNC-CH), the Fuqua
School of Business Board of Visitors (Duke), and the Duke University Medical
Center Board of Advisors. He also analyzed and evaluated Duke's nontraditional
investments portfolio while on the faculty at Duke. Mr. Hamner will take an
active role in the identification of and negotiation with the selected Portfolio
Companies, as well as reviewing and helping direct the strategic operations and
planning of Portfolio Companies.
Terry Sanford - Senator Sanford has distinguished himself and the State
of North Carolina through his terms as a Governor of North Carolina, President
of Duke University, and United States Senator and has gained a reputation as a
lifelong educational leader and public servant. Under his innovative leadership,
Duke University gained additional national recognition. A graduate of UNC-CH and
its School of Law, Senator Sanford holds honorary degrees from approximately 30
American colleges and universities. His years as Governor were marked by
innovation in the establishment of the community college system, the Governor's
School, the North Carolina School of the Arts, and considerable new support for
the public schools. As a member of the United States Senate, he promoted
legislation to require an honest and balanced national budget, to reform
political campaign practices, and to broaden the opportunities for disadvantaged
children in the Head Start program, among numerous other issues. Senator Sanford
continues to exemplify a deep devotion to Duke University, serving as President
Emeritus and as a Professor of Public Policy. He practices law as a senior
partner in the Sanford & Holshouser, P.A. law firm. He is Chairman of a 3-year
North Carolina Bar Association study of the causes of crime and corrective
actions, the Chairman of the Board of the North Carolina Museum of Art, the
Board of North Carolina Electronics Industry Trade Association and is involved
in many charitable, legal and educational activities. He has also served on the
Board of Directors of ITT Financial Corp., Fuqua Industries, Inc., Golden Corral
Corporation and Unocal, Inc.
Wayne M. Rogers - Mr. Rogers is a well-known professional actor who, in
addition to his acting career, has been involved in investment activities for
over fifteen years. These include business management of a number of motion
picture personalities as well as co-ventures with other prominent individuals
and institutions. Mr. Rogers has been a director of The Pantry, Inc., P.H.C.,
Inc., Electronic Data Controls, Inc., Extek Micro-Systems and Wadell Equipment
Company. In addition, he is active in several charitable and philanthropic
affairs. He is also a member of the Board of Trustees for the Kenan Institute of
Private Enterprise at UNC-CH. Mr. Rogers received a Bachelor of Arts degree from
Princeton University. In 1993 and 1994, Mr. Rogers was also a director at
Dabney/Resnick, Inc., an investment banking firm.
MEETINGS OF THE BOARD OF DIRECTORS
During 1996, the Board of Directors met one time and acted by unanimous
written consent one time. There are no committees of the Board of Directors and
no compensation was paid by the Fund to any member of the Board of Directors
during the year.
RELATED PARTIES AND TRANSACTIONS WITH AFFILIATES
On August 30, 1996, the SEC issued an order under Section 17(b) of the
1940 Act granting an exemption from Sections 17(a)(1) and (3) of the 1940 Act in
response to an application filed by the Fund to purchase a $600,000 convertible
note (the "Note") from One Room Systems, Inc. ("ORSI"). ORSI is controlled by E.
Lee Bryan, a director of the Fund. The Note bears interest at the rate of 10%
per annum, payable monthly, is secured by certain receivables of ORSI and is
personally guaranteed by Mr. Bryan.
5
<PAGE> 9
The Note matured in August 1997 and is convertible, at the Fund's option, into
common stock of ORSI at a conversion price of $1.00 per share, subject to
certain adjustments. In connection with its purchase of the Note, the Fund also
received a warrant to purchase up to 120,000 in additional shares of common
stock of ORSI at the conversion price. The Advisor and ORSI have negotiated a
modification of the Note to extend its maturity date and enhance the equity
rights of the Fund thereunder.
PROPOSAL TO RATIFY THE APPOINTMENT OF ACCOUNTANTS
The Board of Directors has selected Price Waterhouse LLP as the
independent accountants to audit the financial statements of the Fund for the
year ending December 31, 1997. A representative of Price Waterhouse LLP is
expected to be present at the Annual Meeting, will have an opportunity to make a
statement if he or she desires to do so, and is expected to be available to
respond to appropriate questions. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE LLP AS
THE FUND'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1997.
6
<PAGE> 10
Appendix A
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
2525 MERIDIAN PARKWAY, SUITE 300A
DURHAM, NORTH CAROLINA 27713
APPOINTMENT OF PROXY
THIS APPOINTMENT OF PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS. The undersigned hereby appoints David C. Blivin, CPA and E. Lee Bryan
and each of them proxies, with power of substitution, to represent the
undersigned at the Annual Meeting of Shareholders of Southeast Interactive
Technology Fund I, LLC. (the "Fund"), to be held at 2:00 p.m., on November 4,
1997 at MCNC, 3021 Cornwallis Road, Research Triangle Park, North Carolina, and
at any adjournments thereof, to vote the number of shares which the undersigned
would be entitled to vote if present in person in such manner as such proxies
may determine, and to vote on the following proposals as specified below by the
undersigned.
1. Election of Directors:
FOR _____ AGAINST _____ FOR ALL EXCEPT _____
NOMINEES: Scott Anderson, David C. Blivin, E. Lee Bryan,
Paul J. Coleman, Jr., W. Clay Hamner, Wayne M. Rogers,
Terry Sanford
INSTRUCTION: To withhold authority to vote for any individual nominee mar
"For All Except" and write that nominee's name in the space
provided:
2. To ratify the appointment of Price Waterhouse LLP as the independent
public accountants of the Fund for the year ending December 31, 1997:
FOR _____ AGAINST _____ ABSTAIN _____
The shares represented by this proxy will be voted as directed above.
In the absence of any direction, such shares will be voted by the proxies "FOR"
the proposal. Please sign exactly as your name(s) appear on this card. If shares
are held by joint tenants, both should sign. If signing as attorney, 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, pleas sign in partnership name by authorized person.
Date: ______________, 1997
_____________________________
Shareholder sign above
_____________________________
Co-holder (if any) sign above
