<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
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
TO BE HELD DECEMBER 13, 1999
NOTICE IS HEREBY GIVEN that the 1999 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 December 13, 1999 at 2:00 p.m. and at any
adjournments thereof, for the purpose of considering and acting upon the
following matters:
1. To elect four directors of the Fund to serve until the next Annual
Meeting of Shareholders and until their successors have been duly elected and
qualified;
2. To ratify the appointment of Ernst & Young LLP as the independent
public accountants of the Fund for the year ending December 31, 1999; 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 November 15,
1999 will be entitled to vote at the meeting or any adjournment thereof.
By order of the Managers,
David C. Blivin
Managing Director
Date: November 17, 1999
<PAGE> 3
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
2525 MERIDIAN PARKWAY, SUITE 300A
DURHAM, NORTH CAROLINA 27713
---------------------------------
PROXY STATEMENT
---------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 13, 1999
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 December 13, 1999, 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
four directors to serve until the next Annual Meeting of Shareholders and until
their successors have been duly elected and qualified; (ii) to ratify the
appointment of Ernst & Young, LLP as the independent public accountants of the
Fund for the year ending December 31, 1999; and (iii) to transact such other
business as may properly come before the meeting or any adjournments thereof.
This proxy statement and the proxy card are being mailed on or about November
17, 1999. An annual report for Southeast Interactive Technology Fund I may be
obtained by written request to Southeast Interactive Technology Funds, 2525
Meridian Parkway Suite 300A, Durham, NC 27713, attention: Steve Rakes, CFO or
call (919) 558-8324 and request a report.
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 Norvell E. Miller,
IV. Shares 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 four nominees named
herein and "FOR" the other proposals 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.
<PAGE> 4
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 Advisor
without additional compensation.
RECORD DATE
The Board of Directors has set November 15, 1999 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 shares 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 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 Shareholders
holding (i) more than 50% of the outstanding Shares or (ii) if less, 67% or more
of the Shares which are present or represented by proxy at the meeting, vote in
favor of the proposal.
SHAREHOLDER PROPOSALS
Any Shareholder proposal submitted pursuant to SEC Rule 14a-8 under the Exchange
Act for inclusion in the Fund's proxy statement and proxy for its next annual
meeting must be received no later than November 13, 2000. If the Fund does not
receive notice of any other non-Rule 14a-8 matter that a Shareholder wishes to
raise at the Annual Meeting by December 13, 2000, the proxyholders will retain
discretionary authority to vote proxies on such matters if they are raised at
its next Annual Meeting of Shareholders.
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<PAGE> 5
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. Each person included on the table has sole voting
power and sole investment power with respect the Shares beneficially owned
thereby.
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP (1) CLASS (2)
------------------------ ----------------- ----------
IJL Wachovia 14 5.7%
David C. Blivin 1 *
Norvell E. Miller, IV -- --
George R. Collins 1 *
L. Scott Stankavage 1 *
------------
(1) Amounts presented are the number of Shares held by each person.
(2) An "*" indicates less than one percent.
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, no such reports are required since
no single entity own more than ten percent of the Fund.
3
<PAGE> 6
PROPOSAL TO ELECT DIRECTORS
ELECTION OF DIRECTORS
Directors are elected annually and serve until the next annual meeting
of Shareholders and until their successors are elected and qualified. Four
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.
NAME AGE CURRENT POSITION
---- --- ----------------
David C. Blivin * 42 Managing Director
Norvell E. Miller * 42 Managing Director
George R. Collins 52 Director
L. Scott Stankavage 37 Director
----------------
* Messrs. Blivin and Miller 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 has served as the Managing Director of the
Fund and the Advisor since their inception in May 1995. His experience also
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 invested during his terms. Mr. Blivin has served on
the Board of Directors of Virtus Corporation and The Pantry, Inc.
Norvell E. Miller, IV - Mr. Miller has been a Managing Director of the
Advisor since March 1998. Mr. Miller has extensive experience in venture company
operations, investment banking and fund management. As Managing Director of EMS
Financial, Inc., he co-founded or invested in numerous companies. Representative
transactions include: Pixel Magic Imaging, Inc., an Austin, Texas based digital
imaging firm; Vision Software, a North Carolina based enterprise software and
communication company selling into the public safety sector; Landfall Village
LLC, a third generation CCRC, where Mr. Miller is a Managing General Partner;
The Mobius Group Inc., where Mr. Miller was a co-founder and lead investor until
he sold his holdings to UAI Technology Inc.; Sirrom Capital Inc., where Mr.
Miller invested as a limited partner and subsequently participated in the
company's successful initial public offering; and DentalCare Partners Inc.,
where Mr. Miller was a co-founder and Chief Executive Officer prior to the
company's merger with Family Dental, Inc. of Cleveland, Ohio. In addition, Mr.
Miller successfully invested in and exited Waxter Associates, SVI Ltd., AMS Inc.
and Affordable Care, Inc. He also served as a senior vice president for
McMillion/Eubanks, Inc. in Chapel Hill, North Carolina. Prior to becoming active
in managing venture capital investments, Mr. Miller served as the founding
Director of Investments for the University of North Carolina at Chapel Hill from
1980-1985 and instructed in the business school. Mr. Miller is a Chartered
Financial Analyst and has a Masters of Business Administration from the Fuqua
School at Duke University. Mr. Miller is the past president and
4
<PAGE> 7
sits on the Board of Directors of the Coastal Entrepreneurial Council and the
North Carolina Investors Film Symposium. He served on the Board of the Council
for Entrepreneurial Development from 1991-1994.
George R. Collins - Mr. Collins is Director of Sales for the consumer
products division of Greenfield Industries, a wholly owned subsidiary of
Kennametal Inc. Kennametal Inc. is a worldwide leader in the manufacture of
carbide and high-speed steel disposable cutting tools. For the past 28 years,
Mr. Collins has held leadership roles in both sales and marketing with various
consumer products companies including the Stanley Works (8 years) and the Newell
Companies (11 years). In Mr. Collins' current capacity, he has sales
responsibility for retailers that include Lowe's Companies, Sears, and Wal-Mart.
Mr. Collins graduated with honors from Ohio University where he earned a degree
in economics. Mr. Collins is currently a shareholder in the Fund and Southeast
Interactive Technology Fund II, LLC ("Fund II").
L. Scott Stankavage - Mr. Stankavage is a principal with Goodman Segar
Hogan Hoffler, one of the largest commercial real estate companies in the
Southeast. He has over 14 years of real estate experience in the Raleigh/Durham,
Philadelphia, and Denver markets. Mr. Stankavage is a former Academic All
Atlantic Coast Conference athlete and was starting quarterback at the University
of North Carolina at Chapel Hill. He also was a member of the National Football
League's Denver Broncos. Mr. Stankavage graduated from the University of North
Carolina at Chapel Hill with a degree in business administration. He is
currently a shareholder in the Fund and Fund II.
MEETINGS OF THE BOARD OF DIRECTORS
During 1999, the Board of Directors met one time. There are no
committees of the Board of Directors.
BOARD OF DIRECTORS COMPENSATION
Directors were compensated during 1999 as follows:
<TABLE>
<CAPTION>
PENSION OR RETIREMENT
BENEFITS ACCRUED AS PART OF
NAME POSITION 1999 COMPENSATION FROM FUND FUND EXPENSES
---- -------- --------------------------- ---------------------------
<S> <C> <C> <C>
David C. Blivin Managing Director none none
Norvell E. Miller , IV Managing Director none none
George R. Collins Director $1,000 none
L. Scott Stankavage Director $1,000 none
</TABLE>
INVESTMENT ADVISOR STOCK TRANSACTIONS
On January 1, 1999, EMS Financial, Inc. purchased 100 units of Southeast Venture
Partners, LLC, the Fund's investment advisor. Norvell E Miller IV, Managing
Director, is the majority owner of EMS Financial, Inc.
5
<PAGE> 8
RELATED PARTIES AND TRANSACTIONS WITH AFFILIATES
On August 30, 1996, the SEC issued an order under Section 17(b) of the
Act granting an exemption from Sections 17(a)(1) and (3) of the 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, who served as a director of the Fund and as a director and shareholder of
the Advisor until November 1998. The Note bears interest at the rate of 10% per
annum, is payable monthly, and is secured by certain receivables of ORSI and is
personally guaranteed by Mr. Bryan. The Note matured in August 1998 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
investment in the Note and subsequent renewals, the Fund also received warrants
to purchase up to 586,500 in additional shares of common stock of ORSI at the
various prices. In December 1998, ORSI entered into a definitive agreement to be
acquired by another company. The Advisor and the acquiror have negotiated a
modification of the Note to extend its maturity date and enhance the equity
rights of the Fund thereunder. The principal amount of the note now totals
$693,000 and matures on December 31, 1999. In addition, the Fund will hold
warrants for 933,000 shares of common stock of the acquiror having a total
exercise price of $1.00.
6
<PAGE> 9
PROPOSAL TO RATIFY THE APPOINTMENT OF ACCOUNTANTS
The Board of Directors has selected Ernst & Young LLP as the
independent accountants to audit the financial statements of the Fund for the
year ending December 31, 1999. A representative of Ernst & Young 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 ERNST & YOUNG LLP AS THE
FUND'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1999.
7
<PAGE> 10
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 Norvell E.
Miller, IV 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 December 13,
1999 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: David C. Blivin, Norvell E. Miller IV, George R.
Collins, L. Scott Stankavage
INSTRUCTION: To withhold authority to vote for any
individual nominee mark "For All Except" and write that
nominee's name in the space provided: _________________
2. To ratify the appointment of Ernst & Young LLP as the
independent public accountants of the Fund for the year ending
December 31, 1999:
FOR _____ AGAINST _____ ABSTAIN _____
3. In their discretion, the proxies are authorized to vote upon
other business as may properly come before the meeting or any
adjournment thereof.
The shares represented by this appointment of proxy will be voted as
directed above. In the absence of any direction, such shares will be voted by
the proxies "FOR" proposal and each of the listed nominees for director. 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, please sign in partnership name by authorized person.
------------------------------
Date: _______________, 1999 Shareholder sign above
------------------------------
Co-holder (if any) sign above
