SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
(RULE 14a-101)
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:
[] 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 under RULE 14A-12
HOUSEHOLD DIRECT.com, INC.
Name of the 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)(4) 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:_____________________
HOUSEHOLD DIRECT.com, INC.
3 Glen Road
Sandy Hook, Connecticut 06482
Phone: 203-426-2312
Facsimile: 203-426-5460
NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON
JANUARY 22, 2002
TO THE STOCKHOLDERS OF HOUSEHOLD DIRECT.com, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of HouseHold
Direct.com, Inc., a Delaware corporation (the "Company"), will be held on
Tuesday, January 22, 2002, at 2:00 p.m., local time, at the offices of the
Company at 3 Glen Road, Sandy Hook, Connecticut 06482, to consider and vote upon
the following proposals:
As of last reporting eighty-five million, six hundred eighty-five thousand, five
hundred forty-four shares (85,685,544) have been issued of the authorized one
hundred million (100,000,000) shares. The consensus of the Board of Directors is
that this action is deemed to be in the best interest of the Company in order to
continue to seek additional investment to support and implement the Company's
business plan.
1. To amend the Articles of Incorporation to change the name from HouseHold
Direct.com, Inc. to HouseHold Direct, Inc.
2. To amend the Articles of Incorporation to increase the number of authorized
shares of common stock from one hundred million (100,000,000) shares to two
hundred and fifty million (250,000,000) shares.
Only stockholders of record at the close of business on December 21, 2001, the
record date fixed by the Board of Directors, are entitled to notice of and to
vote at the meeting and any adjournment thereof.
The Company is conducting a special stockholders meeting by written consent of
its stockholders through the accompanying ballot and proxy. As part of the
written consent we are asking the stockholders to waive the notice of the
meeting.
Consequently, there is no need for a physical meeting of the stockholders and
your physical attendance is not necessary.
By Order of the Board of Directors,
/s/John Folger
----------------------------
John Folger
President
Sandy Hook, Connecticut
December 21, 2001
BALLOT
Special Meeting of Stockholders of HouseHold Direct.com, Inc.
January 22, 2002
Please indicate your vote by placing an "x" in the appropriate square next to
your choice. By signing below, you are acknowledging your receipt of the Notice
of Special Meeting of Stockholders of HouseHold Direct.com, Inc. for January 22,
2002 that is being provided with this Ballot. This Ballot is also accompanied by
a Disclosure Document. You are urged to read the Disclosure Document and
accompanying materials before marking this Ballot. To ratify and approve the
amending of the Company's Charter or Articles of Incorporation to change the
name of the Company to HouseHold Direct, Inc. and increase the number of
authorized shares of common stock from 100 million shares to 250 million shares.
___ For ___ Against ___ Abstain
By my signature below I hereby waive any requirement by state statute or Bylaw
of the Company for any notice or minimum notice time period to stockholders for
the Special Meeting. If you complete and execute this Ballot you need not
complete the Proxy below. This Ballot must be postmarked no later than Friday,
January 18,2002 to be valid. Facsimiles must be received by no later than 5:00
p.m., Eastern Standard Time, on January 21, 2002.
MARK HERE FOR ADDRESS CHANGE AND INDICATE CHANGES ON THE LABEL BELOW ____
(Please sign exactly as your name appears hereon. If signing as attorney,
executor, trustee or guardian, please give your full title as such. If
stock is held jointly, each owner should sign.)
Signature: __________________________________
Print Name / Number of Shares Owned: __________________________________
AFFIX LABEL HERE Date: __________________________________
Signature: __________________________________
Date: __________________________________
PROXY
Special Meeting of Stockholders of HouseHold Direct.com, Inc.
January 22, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOHN FOLGER and ANN D. JAMESON, and each or both
of them, with full power of substitution, to vote all shares of stock of
HouseHold Direct.com, Inc. ("Company") which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Company to be held on Tuesday,
January 22, 2002, at HHD Management, Inc., 3 Glen Road, Sandy Hook, Connecticut
06482 and at any adjournments thereof, upon matters set forth in the Notice of
Special Meeting of Stockholders, a copy of which has been received by the
undersigned. By my signature below I waive any requirement by state statute or
Bylaw of the Company for any notice or minimum notice of the time period to
stockholders for this Special Meeting. If you execute this Proxy you do not need
to complete the Ballot above. This Proxy must be postmarked no later than,
January 18, 2002 to be valid. Facsimiles must be received by no later than 5:00
p.m., Eastern Standard Time, on January 21, 2002.
(Please sign exactly as your name appears hereon. If signing as attorney,
executor, trustee or guardian, please give your full title as such. If stock is
held jointly, each owner should sign.)
Signature: _______________________________
Print Name / Number of Shares Owned: _______________________________
Date: _______________________________
Signature: _______________________________
Date: _______________________________
Please sign, date and promptly return this Ballot and/or Proxy (reverse the fold
to display return mailing address, secure with tape and affix first class
postage), or otherwise provide your Ballot and/or Proxy by telefax to:
203-426-5460.
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
-----------------------------------------
NOTE: WHEN TALKING WITH ANY SHAREHOLDER PRIOR TO THE SPECIAL MEETING, REQUEST
THEY PLEASE COMPLETE, DATE AND SIGN THE BALLOT or PROXY FORM AND MAIL IT BY
JANUARY 18, 2002 (reverse the fold to display return mailing address, secure
with tape and affix first-class postage) OR FAX IT TO THE COMPANY BY NO LATER
THAN 5:00 P.M. (E.S.T.), ON JANUARY 21, 2002.
Q: WHAT WILL BE VOTED ON AT THE SPECIAL MEETING?
A: The only two proposals to be voted on at the Special Meeting is whether
to ratify and approve an amendment to our Articles of Incorporation: 1) to
change the name from HouseHold Direct.com, Inc. to HouseHold Direct, Inc.; and,
2) to increase the number of authorized shares of common stock of HouseHold
Direct.com, Inc. (OTCBB: BYIT) from one hundred million (100,000,000) to two
hundred and fifty million (250,000,000) shares.
Q: WHY IS THE COMPANY DOING THIS?
A: We believe the name change is necessary to more accurately reflect the new
emphasis in our business plan away from an Internet-oriented business. We
believe that an increase in the number of shares is necessary to secure
investment capital without which we will not have sufficient working capital to
meet expenses.
Q: WHAT WILL BE THE AFFECT ON ME, AS A SHAREHOLDER, IF THE PROPOSALS ARE
APPROVED?
A: We believe that the name change will have no affect on the shareholders. The
increased authorized number of shares, if issued, will have a dilutive affect to
the holdings of all current shareholders at the time of their issuance. The
dilutive affect on each shareholder will be in proportion to the number of
shares we actually issue, for which we at this time have no specific number
which we anticipate issuing.
Q: WHAT WILL BE THE AFFECT ON ME, AS A SHAREHOLDER, IF THE PROPOSALS ARE NOT
APPROVED?
A. If the shareholders do not approve the name change there will be no direct
affect on the shareholders. If the proposal to increase the authorized number of
common shares is not approved, our ability to issue additional shares in return
for additional investment in the company will be limited. Such limitation could
have the affect of limiting the amount of working capital at our disposal; and,
should we not have sufficient working capital for our expenses, we may not be
able to continue as a going concern.
Q: WHAT WILL HAPPEN IF THE PROPOSALS ARE APPROVED?
A: If the name change and increase in the number of authorized shares of common
stock of HouseHold Direct is approved, we will file the amended Articles of
Incorporation with the Delaware Secretary of State, as required. A majority
(50.1%) of the stockholders represented and entitled to vote at the Special
Meeting is required to approve the proposals.
Q: WHAT DO THE COMPANY STOCKHOLDERS NEED TO DO NOW?
A: After carefully reading and considering the information contained in the
Disclosure Document, each HouseHold Direct stockholder (excluding stockholders
in "street name"--see below) should complete and sign his or her Proxy or Ballot
and return it in the postage-paid return envelope as soon as possible so that
his or her shares may be represented at the meeting on January 22, 2002. The
deadline for postmarking is January 18, 2002 or faxing the Ballot or Proxy is
January 21, 2002. PLEASE SIGN EITHER A BALLOT OR PROXY, BUT NOT BOTH. IF YOU SIGN
THE PROXY, or if you sign both, THE BOARD OF DIRECTORS OF HOUSEHOLD DIRECT WILL
VOTE IN YOUR STEAD. A Quorum of the shareholders (50.1% of the total shares
outstanding and entitled to vote must be represented at the Special Meeting
(either with their completed Ballot or Proxy form, or in person) to enable
HouseHold Direct to conduct business at the meeting. Their representation can be
either with their completed Ballot or Proxy form, or in person. So it is
important for a large number of shareholders to submit their Ballot and/or
Proxy. Attendance at the meeting is not necessary, however.
Q: CAN THE COMPANY STOCKHOLDERS CHANGE THEIR BALLOT OR PROXY AFTER THEY HAVE
MAILED THEIR SIGNED AND MAILED IT TO THE COMPANY?
A: Yes. A stockholder can change his or her Ballot or Proxy any time before
voting at the meeting. Each stockholder can change his or her vote in one of
three ways. First, a stockholder can send a written notice via registered mail
to our Secretary, Ann Jameson, at our corporate offices, stating that he or she
would like to revoke his or her Ballot or Proxy. Second, a stockholder can
complete and submit a new Ballot or Proxy. If a stockholder chooses either of
these two methods, he or she must submit the notice of revocation or the new
Ballot or Proxy to the company and it must be postmarked by the deadline date of
January 18, 2001. Third, a stockholder can attend the meeting and vote in
person.
Q: IF THE COMPANY SHARES ARE HELD IN "STREET NAME" BY A STOCKHOLDER'S BROKER,
WILL THE BROKER VOTE THESE SHARES ON BEHALF OF THE STOCKHOLDER?
A: A broker will vote company shares only if the holder of these shares provides
the broker with instructions on how to vote. Stockholders should follow the
directions provided by their brokers regarding how to instruct brokers to vote
the shares, which generally requires the stockholder to respond to the broker
with their Ballot or Proxy. (Note: The stockholders in street name were provided
a different ballot form than that mailed to registered holders of HouseHold
Direct Stock.)
Q: WHO CAN HELP ANSWER QUESTIONS?
A: If you have any additional questions about the proposals to the vote of the
stockholders, you may contact: John Folger, President, or Ann Jameson, Secretary
and Treasurer at 203-426-2312. If shareholders need additional copies of the
Disclosure Document, those can be provided upon written request by mail or fax
to HouseHold Direct. Also, the Disclosure Document can be obtained from the free
Web site of the SEC (WWW.SEC.GOV) and located as an Exhibit to the Current
Report on Form 10-QSB filed on ----------- November 23, 2001. Other previous SEC
filings can also be found on the SEC Web site.
VOTING PROCEDURES FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 22, 2002
A Notice of Special Meeting of Stockholders will be mailed to all stockholders
on January 8, 2002, together with a combined Ballot and Proxy form for the
stockholder's use at the Special Meeting of Stockholders of the company to be
held on Tuesday, January 22, 2002 at 2:00 p.m. local time, at the offices of
HouseHold Direct, and any adjournments thereof (the "Special Meeting").
The instructions on the Ballot/Proxy form stated the stockholder should execute
either the Ballot or Proxy, but not both. In the event both the Ballot and Proxy
are signed, the Ballot will be voted as marked as FOR the proposals to change
the name and increase --- the authorized count, and if another proposal comes to
vote before the Special Meeting, the holders of the proxy will be voted in the
discretion of the persons holding the Proxy (i.e.: John Folger and Ann Jameson).
Only stockholders of record as of December 21, 2001 (the "Record Date") will be
entitled to vote at the Special Meeting. As of November 30, 2001, there were
reported 85,685,544 shares of Common Stock, par value $.001 per share, of the
company ("Common Stock") issued and outstanding. Each share of Common Stock
outstanding as of the Record Date will be entitled to one vote and stockholders
may vote by written Ballot or by Proxy or in person. Execution of a proxy will
not in any way affect a stockholder's right to attend the Special Meeting and
vote in person. Any stockholder giving a proxy has the right to revoke it by
written notice to the company at any time before it is exercised, or by voting
in person at the Special Meeting. If a stockholder is not attending the Special
Meeting, any proxy or notice should be postmarked no later than January 18,
2002 or telefaxed by 5:00 PM E.S.T. time on January 21, 2002 to the company's fax
at 203-426-5460 to be included in the shares entitled to vote.
The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Special Meeting is
necessary to establish a quorum for the transaction of business. The matters
being submitted to stockholders require the affirmative vote of a majority of
the issued and outstanding shares entitled to vote at the Special Meeting. Votes
cast by written Ballot, Proxy or in person at the Special Meeting will be
tabulated by the Inspector of Votes, Craig Ongley, Esq. (the "Inspector"), with
the assistance of the company's transfer agent. The Inspector will also
determine whether or not a quorum is present. Abstentions are included in the
number of shares present or represented and voting on the proposals and,
therefore, will have the effect of a negative vote.
At the Special Meeting, two proposals to amend the Articles of Incorporation to
change the name and increase the authorized number of shares of common stock of
the company is to be voted upon. The Board of Directors of the company knows of
no other matters to be presented at the Special Meeting. If any other matter
should be presented at the Special Meeting upon which a vote may be properly
taken, shares represented by all proxies received by the Board of Directors will
be voted with respect thereto in accordance with the judgment of the persons
named as attorneys in the proxies.
Shares which abstain from voting as to a particular matter, and shares held in
"street name" by brokers or nominees who indicate on their proxies that they do
not have discretionary authority to vote such shares as to a particular matter,
will not be voted in favor of such matter, and will also not be counted as votes
cast or shares voting on such matter. Accordingly, abstentions and "broker
non-votes" will have the effect of a vote against the proposals to approve the
plan to change our corporate name and increase the authorized amount of common
stock.
