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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
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(Name of Registrant as Specified In Its Charter)
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(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:
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
To the Shareholders of Southeast Interactive Technology Fund I, LLC
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders of Southeast
Interactive Technology Fund I, LLC, a North Carolina limited liability company
(the "Fund"), will be held at the Fund's offices at 630 Davis Drive, Suite 220,
Research Triangle Park, North Carolina on December 15, 2000 at 2:00 p.m. local
time, 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, 2000; and
3. To transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.
All shareholders of record at the close of business on November 20,
2000 will be entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
By order of the Managers,
/s/ David C. Blivin
David C. Blivin
Managing Director
Date: November 13, 2000
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SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
630 DAVIS DRIVE; SUITE 220
MORRISVILLE, NORTH CAROLINA 27560
---------------------------------
PROXY STATEMENT
---------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 15, 2000
GENERAL
This Proxy Statement is being furnished by the Managers of 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") in connection with the solicitation of proxies for use at the
annual meeting of Shareholders to be held at 2:00 p.m. local time on December
15, 2000, at the Fund's offices at 630 Davis Drive, Suite 220, 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,
2000; and (iii) to transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.
A copy of the most recent annual report and semi-annual report for
Southeast Interactive Technology Fund I, LLC may be obtained free of charge upon
written request to Southeast Interactive Technology Funds, 630 Davis Drive,
Suite 220, Morrisville, NC 27560, attention: Jon Nieman, Controller, or by
calling (919) 558-8324.
This proxy statement and the enclosed appointment of proxy are first
being mailed to Shareholders on or about November 13, 2000.
VOTING OF PROXIES; REVOCATION
David C. Blivin and Norvell E. Miller, IV have been designated by the
Managers to serve as proxies for the Shareholders at the Annual Meeting.
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, "FOR" the ratification of the appointment of Ernst &
Young LLP as the Fund's independent accountant for the year ending December 31,
2000, and in accordance with the discretion of the named proxies with respect to
any other matters properly brought before the Annual Meeting.
A Shareholder may revoke an appointment of proxy at any time before the
Shares represented by it have been voted by delivering to the Fund, at the
address above, (i) a written notice of revocation; (ii)
<PAGE> 4
a properly executed appointment of proxy bearing a date later than the
Shareholder's prior appointment of proxy; or (iii) by attending the Annual
Meeting and voting in person.
THE ADVISOR
The advisor of the Fund is Southeast Venture Partners, LLC (the
"Advisor"). The address of the Advisor is 630 Davis Drive, Suite 220,
Morrisville, NC 27560.
EXPENSES OF THE SOLICITATION
The enclosed appointment of proxy is being solicited by the Managers of
the Fund. The Fund will pay the cost of preparing, assembling, and mailing this
Proxy Statement to Shareholders and certain other proxy solicitation expenses,
which are expected to amount to $250.00. 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 therefor.
RECORD DATE
The Board of Directors has set November 20, 2000 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.
These Shares constitute the only class of voting securities issued by the Fund.
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.
With respect to the election of directors, the nominees receiving the
highest numbers of votes will be elected. In voting for 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 votes in favor
of such proposals represent either (i) more than 50% of the outstanding Shares
or (ii) 67% or more of the Shares which are present or represented by proxy at
the meeting.
SHAREHOLDER PROPOSALS
Any Shareholder proposal submitted pursuant to Rule 14a-8 of the Proxy
Rules under the Securities Exchange Act of 1934, as amended, for inclusion in
the Fund's proxy statement and form of appointment of proxy for its next annual
meeting, must be received by the Fund at the address noted above under the
caption "General" no later than December 1, 2000 for consideration at that
meeting. Any such proposal must comply in all respects with the Proxy Rules.
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Any Shareholder proposal not submitted pursuant to Rule 14a-8 for
inclusion in the Fund's proxy statement and form of appointment of proxy must
notify the Fund of his or her proposal by December 1, 2000. The Fund will confer
general discretionary authority with regard to all such proposals that the Fund
did not have notice of by that date.
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; (ii) each director; and (iii) each nominee (each of which is currently a
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 OF
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP PERCENT OF
BENEFICIAL OWNER (1) (2) CLASS (3)
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IJL Wachovia 14 5.7%
David C. Blivin 1 *
Norvell E. Miller, IV -- --
George R. Collins 1 *
L. Scott Stankavage 1 *
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(1) The address of IJL Wachovia is 1220 N. Main Street, Suite 102,
High Point, NC 27262 and the address for the other beneficial
owners is the Company's address.
(2) Amounts presented are the number of Shares held by each person.
(3) 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 10% 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 owns more than a 10% interest in the Fund.
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PROPOSAL TO ELECT DIRECTORS
ELECTION OF DIRECTORS
Action will be taken at the Annual Meeting for the election of four
directors, each of whom will serve until the next annual meeting of Shareholders
in 2001 and until his successor is elected and qualified. If, at or before the
Annual Meeting, any nominee becomes unavailable for any reason, the persons
designated as proxies will be authorized to vote for a substitute nominee. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" ALL OF THE
NOMINEES LISTED BELOW.
NAME AGE CURRENT POSITION
---- --- -----------------
David C. Blivin * 43 Managing Director
Norvell E. Miller, IV * 43 Managing Director
George R. Collins 53 Director
L. Scott Stankavage 38 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 experience and education 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 sits on
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<PAGE> 7
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
Advantis Corporation, 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 2000, the Board of Directors met one time. All of the directors
attended that meeting. There are no committees of the Board of Directors.
BOARD OF DIRECTORS COMPENSATION
Total compensation of the Directors by the Fund during 2000 is as follows:
NAME POSITION 2000 COMPENSATION
---- -------- -----------------
David C. Blivin Managing Director -
Norvell E. Miller, IV Managing Director -
George R. Collins Director $1,000
L. Scott Stankavage Director $1,000
INVESTMENT ADVISOR STOCK TRANSACTIONS
None.
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 was controlled at the time of
investment by E. Lee Bryan, who served as a director of the Fund and as a
director and shareholder of the Advisor until November 1998. Vertical MarkIT,
Inc. merged with ORSI on December 31, 1998, subsequently changed its name to
Usendit.com, Inc. which subsequently changed
5
<PAGE> 8
its name to Arsenal Digital Solutions Worldwide, Inc. The note was converted to
Series A Preferred Stock of Arsenal Digital Solutions Worldwide, Inc. on January
18, 2000.
6
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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, 2000. A representative of Ernst & Young LLP is expected
to be present at the Annual Meeting, will have an opportunity to make a
statement if it desires to do so, and is expected to be available to respond to
appropriate questions. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE
FUND'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2000.
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SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
630 DAVIS DRIVE, SUITE 220
MORRISVILLE, NORTH CAROLINA 27560
APPOINTMENT OF PROXY
THIS APPOINTMENT OF PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS. The undersigned hereby appoints David C. Blivin 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 15, 2000
at the Fund's offices at 630 Davis Drive, Suite 220, 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 ALL NOMINEES
_____ FOR ALL NOMINEES EXCEPT AS INDICATED BELOW
_____ WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
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 Nominees Except As Indicated
Below" and write the name of the nominee or nominees in the
following space:
______________________________________________________________
2. To ratify the appointment of Ernst & Young LLP as the
independent public accountants of the Fund for the year ending
December 31, 2000:
FOR _____ AGAINST _____ ABSTAIN _____
3. In their discretion, the proxies are authorized to vote upon
other business as may properly come before the meeting and 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" all of the listed nominees for director and "FOR" the
ratification of the appointment of Ernst & Young LLP as the Fund's independent
public accountant. 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: _______________, 2000 Shareholder sign above
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Shareholder name (print)
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Co-holder (if any) sign above
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Co-holder name (print)
