SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
NEWSGURUS.COM, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Board of Directors -- Newsgurus.com, Inc.
--------------------------------------------------------------------------------
(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:
NEWSGURUS.COM, INC.
5774 Deadpine Drive,
Kelowna, British Columbia, Canada V1P 1A3
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held on Friday, October 26, 2001
This Proxy Statement and the accompanying proxy are furnished to the shareholders of Newsgurus.com, Inc. (the "Company") in connection with the solicitation of proxies by the Board of Directors for use at the 2001 Annual Meeting of Shareholders (the "Annual Meeting"). The Annual Meeting will be held on Friday, October 26, 2001, beginning at 1:00 p.m. at the Company's headquarters, located at 5774 Deadpine Drive, Kelowna, British Columbia, V1P 1A3, and at any postponements or adjournments of the Annual Meeting. The enclosed proxy is being solicited by the Board of Directors of the Company.
The Company is paying all costs of preparing, assembling and mailing this Proxy Statement. The Company has made arrangements to forward copies of proxy materials to brokerage houses, custodians, nominees and fiduciaries for forwarding of proxy soliciting material to the beneficial owners of the Common Stock of the Company at the Company's expense. In addition to the solicitation of proxies by mail, some of the officers, directors and regular employees of the Company may without additional compensation solicit proxies by telephone or personal interview. The Company will bear the costs of these solicitations.
Voting and Revocability of Proxies
Shareholders are encouraged to complete the enclosed proxy and return it to the Company as soon as possible. Any person who completes the enclosed proxy may revoke it at any time prior to its exercise by delivering to the Secretary of the Company either a signed statement revoking the proxy or a properly executed proxy bearing a later date. A shareholder may also revoke a proxy by attending the Annual Meeting and voting his or her shares personally. Proxies that have been properly dated, signed and returned will be voted in accordance with the instructions given by the shareholder. If a proxy is signed and returned but no voting instructions are given, each valid proxy will be voted in the election of directors FOR those nominees presented by the Board of Directors, FOR approval of Davidson & Company as the independent auditors of the Company; FOR a change of name to NewsGurus Inc; and, FOR a repricing of existing stock options to $0.30 each. Should any other business properly come before the Annual Meeting, the person or persons named as the proxy shall be allowed to vote on such matter as that person or those persons determine in his, her or their sole discretion.
Abstentions will be counted as shares present or represented and entitled to vote for the purposes of determining whether a quorum exists at the Annual Meeting.
Shareholders of record as of the close of business on October 2, 2001 are entitled to notice of the Annual Meeting and to vote in person or by proxy. The Common Stock of the Company (the "Common Stock") is the only class of outstanding securities entitled to vote at the Annual Meeting. As of the close of business on October 2, 2001, there were 10,085,000 shares of Common Stock outstanding and entitled to vote. The presence of a majority of the outstanding shares of Common Stock, either in person or by proxy, will constitute a quorum at the Annual Meeting.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors shall be no less than one director or that number otherwise required by law and be determined by the Board of Directors. The Board of Directors has set the number of directors at three, and there are currently three members on the Board of Directors.
Persons may be nominated for election to the Board of Directors by the shareholders upon the making of a proper motion at the Annual Meeting.
Three directors are to be elected at the Annual Meeting to serve until the following annual meeting of shareholders. The Board of Directors will present at the Annual Meeting for election and recommends a vote FOR Mr. Chris Bunka, Mr. Sudhir Khanna and Mr. Stephen Encarnacao. Messrs. Bunka, Khanna and Encarnacao were recommended by the Board of Directors for presentation to the shareholders for election at the Annual Meeting. Messrs. Bunka, Khanna and Encarnacao are currently members of the Board of Directors.
Persons receiving a plurality of the votes cast at the Annual Meeting will be elected to the Board of Directors. A "plurality" means that the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen. Votes against any candidate and any shares not voted (such as by abstention) will have no impact on the election of directors. All proxies will be voted FOR the election of each of these nominees unless authority to vote for the election of any nominee or nominees is withheld by the shareholder giving the proxy. If any nominee should unexpectedly decline or be unable to act as a director, the proxies may be voted for a substitute nominee to be designated by the Board of Directors. The Board of Directors does not believe that any nominee will decline to serve.
Shareholders are entitled to one vote for each share held.
Background information with respect to the nominee for election to the Board of Directors is set forth below.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
CHRIS BUNKA, President and C.E.O. of the Company, was appointed to his positions with the Company on November 20, 1999. Prior to joining the Company, from January to December, 1995, Mr. Bunka provided independent consulting, management and operational services to small private businesses. From January, 1996 until March, 2001, Mr. Bunka was editor of Outsider's Overture publications, specializing in identifying economic trends in specific investment sectors. Mr. Bunka has been quoted in international publications and has written articles for several magazines.
In April, 1998 Mr. Bunka wrote and published "The Outsider's Guide to Speculative Stocks", a "how to" book designed to aid investors in building an approach to discovering temporarily undervalued investment sectors. Since September, 1998, Mr. Bunka has presented weekly radio commentary on CKWX and then CKNW radio in Vancouver and has also appeared on local and national television.
Mr. Bunka has devoted full-time energy to the Company since May, 1999.
SUDHIR KHANNA, Secretary of the Company, was appointed to his positions with the Company on November 20, 1999. Mr. Khanna also serves as a director of Latitude Minerals Corp., symbol "LTU" on the Canadian Venture Exchange.
Sudhir Khanna is a professional engineer. From January, 1992 until September, 1997, Mr. Khanna worked on the development of the policy framework in the areas of sewage biosolids, hazardous waste, and recycling for the Province of Ontario, Canada. He also modeled, evaluated and managed approximately 80 projects dealing with the Ontario recycling infrastructure with a budget of more than $20 million.
Since June, 1992, Mr. Khanna has also worked on various projects as an independent consultant with Procter & Gamble, Scarborough Board of Education, the Province of Ontario and IBM.
In January, 1997, Mr. Khanna launched The Resource Indicator, an investment publication covering the resource industry. Mr. Khanna is both the editor and the publisher of the newsletter, since renamed eKHANNA. Mr. Khanna has spoken at investment conferences and has been quoted in resource related journals. He also appears regularly on Business Television (BTV).
STEPHEN ENCARNACAO, Director of the Company. Mr. Encarnacao received a Bachelors Degree in Economics at the University of Massachusetts and an MBA with Honors from Florida State University. He began his career in sales with CBS Records. Upon finishing his graduate studies he joined the H. J. Heinz company as district sales manager for the New York District.
Mr. Encarnacao is a marketing expert. As senior brand manager for the Ore Ida Brand, he was instrumental in doubling market share and increasing revenue to over $300 million in sales in a three year period. He was General Manager of Marketing for the Weight Watcher Foods Division of Heinz for eight years before assuming marketing responsibility for the $500 Million Frozen Food and Dairy Business of H. P. Hood. After three years at Hood, he joined Synectics Inc., an international management consulting firm in Cambridge, Massachusetts as senior associate and member of the operating committee.
Accounts under his management direction during his three years at Synectics included ATT, Bell Labs, General Foods, Nestle, Black & Decker, Clairol, Maybelline, Reebok USA and Young & Rubican. In 1984, Mr. Paul Fireman, CEO of Reebok USA, invited Mr. Encarnacao to join Reebok as Vice President, Chief Marketing Officer.
Over the next three years, Reebok grew from less than $50 Million in annual sales to nearly $1 Billion. Mr. Encarnacao served a broad range of critical roles for the company. He directed all domestic and international marketing efforts in addition to managing long range strategic planning, including acquisitions. He also served as the primary spokesperson for the company.
Mr. Encarnacao has since served as General Manager and Chief Operating Officer for Puma USA; Senior Vice President of Marketing, Research and Development at Converse; and, founder of Stonemark Inc, a consumer marketing and management consulting company.
Mr. Encarnacao joined booktech.com as Chief Marketing Officer for one year and was responsible for marketing, sales, and business strategy as well as investor relations. He serves as a director for Blackburne Advanced Racquet Systems and Brand Leaders International. Ltd. He has served on the Chancellor's Council at the University of Massachusetts for the past ten years and chairs the advisory board for the Department of Economics at the University of Massachusetts where he is a frequent lecturer in the Department of Economics and the School of Management.
Directors are elected at annual meetings of the shareholders to terms which extend until the following annual meeting. Officers are appointed by, and serve at the discretion of, the Board of Directors.
No members of the Board of Directors are currently compensated for attending meetings of the Board of Directors.
There are no agreements between the Company and any of its officers or directors which concern changes of control of the Company.
SECURITIES OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the number of shares of the voting securities which each director, each nominee for election to the Board of Directors the percentage of shares which the executive officers and directors owned as a group as of September 28, 2001. The only class of equity securities which has a present right to vote in elections of directors is the Common Stock.
Name (1) | Director Since | Address | Number of Shares Beneficially Owned | Percent of Class |
| Chris Bunka | 1999 | 5774 Deadpine Drive Kelowna, B.C. V1P 1A3 | 3,075,000 | 30.49% |
| Sudhir Khanna | 1999 | 6407 Alderwood Trail Mississauga, Ontario L5N 6W9 | 1,025,000 | 10.16% |
| Stephen Encarnacao | 2000 | 12 Fells Road Winchester, MA 01890 | Nil | N/A |
| All Executive Officers and Directors | 4,100,000 | 40.65% | ||
EXECUTIVE COMPENSATION
Compensation of Executive Officers
Compensation received by officers, directors, and management personnel will be determined from time to time by our Board of Directors. Officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.
We are party to two consulting and employment agreements both dated March 20, 2000. Under these agreements, we have contracted the services of C.A.B. Financial Services Ltd. and S.K. Services Ltd. C.A.B. Financial Services Ltd. and S.K. Services Ltd. are private companies wholly owned by Mr. Chris Bunka and Mr. Sudhir Khanna, respectively.
Under the agreement with C.A.B. Financial Services Ltd., Mr. Bunka received fees of $2,500 per month since April 1, 2000. The agreement provides that Mr. Bunka's payments will increase to $5,000 per month at such time as we have raised a cumulative total of $1,000,000 in equity financing. This agreement also provides that Mr. Bunka is to receive 400,000 of our stock options which will vest over a three year period. The agreement also provides that Mr. Bunka may not compete against us in our chosen line of business during the term of his employment or for one year following his employment.
Under the agreement with S.K. Services Ltd., Mr. Khanna received fees of $1,750 per month since April 1, 2000. The agreement provides that Mr. Khanna's payments will increase to $3,500 per month at such time as we have raised a cumulative total of $1,000,000 in equity financing. This agreement also provides that Mr. Khanna is to receive 200,000 of our stock options which will vest over a three year period. The agreement also provides that Mr. Khanna may not compete against us in our chosen line of business during the term of his employment or for one year following his employment.
We are party to a stock option agreement with Mr. Stephen Encarnacao dated September 18, 2000 granting Mr. Encarnacao a total of 70,000 options to acquire common shares of the Company at $1.00 per share with 25,000 options vesting on September 18, 2000 and 15,000 options vesting on each of September 18, 2001, September 18, 2002 and September 18, 2003.
We are party to a consulting and employment agreement dated January 4, 2001 under which we have contracted the services of Darrell Woronchak doing business as DW Consulting. Under the agreement with DW Consulting, Mr. Woronchak can receive fees of $2,500 per month subject to certain sales targets being reached. Mr. Woronchak can also receive a 5% sales commission. This agreement also provides that Mr. Woronchak is to receive 100,000 of our stock options which will vest over a five year period. The agreement also provides that Mr. Woronchak may not compete against us in our chosen line of business during the term of his employment or for one year following his employment
PROPOSAL NUMBER 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has selected Davidson & Company ("Davidson & Company") as the independent auditors for the Company for the fiscal year ending June 30, 2002.
It is not anticipated that representatives of Davidson & Company will be present at the Annual Meeting. If representatives are present, they will be provided an opportunity to make a statement should they wish to do so and to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" approval of Davidson & Company as the Company's independent auditors for the fiscal year ending June 30, 2002.
PROPOSAL NUMBER 3
CHANGE OF NAME TO NEWSGURUS INC.
The Board of Directors believes it is in the best interests of the Company to change the name of the Company from Newsgurus.com Inc. to NewsGurus Inc.
The proposed new name better reflects the company's daily operations whilst continuing to build on the brand recognition already established.
The Board of Directors recommends a vote "FOR" approval to change the name of the Company to NewsGurus Inc.
PROPOSAL NUMBER 4
REPRICE EXISTING STOCK OPTIONS.
The Board of Directors has elected to reprice the exercise price of stock options previously granted to directors and officers. Details of these options are noted under "Executive Compensation," above. A total of 770,000 stock options would be affected.
Factors beyond the reasonable control of anyone have changed the investment marketplace. The Director's options granted to Chris Bunka and to Sudhir Khanna were granted prior to the Company becoming publicly traded. Options granted to Stephen Encarnacao and Darrell Woronchak were intended to match the earlier pricing structure.
The Directors believe that repricing said options to an exercise price of $0.30 each as compared to the existing price of $1.00 more accurately reflects current market realities.
The Board of Directors recommends a vote "FOR" the repricing of existing stock options to $0.30.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR
2002 ANNUAL MEETING OF SHAREHOLDERS
The 2002 Annual Meeting of Shareholders has been scheduled to take place on October 11, 2002. Shareholder proposals for presentation at that meeting must be received by the Company by no later than September 1, 2002.
OTHER BUSINESS
It is not intended that any business other than that set forth in the Notice of Annual Meeting and more specifically described in this Proxy Statement will be brought before the Annual Meeting. If any other business should properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote in accordance with their best judgment on that business or any matters dealing with the conduct of the Annual Meeting pursuant to the discretionary authority granted in the proxy.
By Order of the Board of Directors,
Chris Bunka, President and Chairman
October 2, 2001
The Company has provided its Annual Report on Form 10-KSB for the year ended June 30, 2001, which was filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, including the financial statements and schedules thereto, but without exhibits. Any further requests may be directed to: Chris Bunka, President and Director, Newsgurus.com, Inc., 5774 Deadpine Drive, Kelowna, British Columbia, V1P 1A3.
PROXY
NEWSGURUS.COM, INC.
The undersigned, owner of shares of corporate stock the number and description of which are set forth below, appoints Chris Bunka with full power of substitution and revocation, to act as the undersigned's proxy holder at the meeting specified, and any adjournment of that meeting.
Type of meeting: Annual
Date of meeting: Friday, October 26, 2001
Place of meeting: 5774 Deadpine Drive
Kelowna, B.C. V1P 1A3
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS DESCRIBED IN THE ATTACHED PROXY STATEMENT AND IN THE DISCRETION OF THE PROXIES UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
The proxyholder shall be entitled to cast the number of votes the undersigned would be entitled to cast if personally present, for or against any proposal, including the election of members of the board of directors, and any and all other business that may come before the meeting.
The undersigned hereby acknowledges receipt of the accompanying Notice of Meeting and Proxy Statement for the Meeting to be held on October 26, 2001.
Dated: ____________________, 2001
Signature
Print name of Shareholder
Number and class of shares held: ____________________
INSTRUCTIONS TO SHAREHOLDER: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR STOCK CERTIFICATE. JOINT SHAREHOLDERS SHOULD EACH SIGN PERSONALLY. IF SIGNED BY AN ATTORNEY-IN-FACT, ATTACH THE POWER OF ATTORNEY. RETURN PROMPTLY IN THE ENCLOSED ENVELOPE TO 5774 DEADPINE DRIVE, KELOWNA, BRITISH COLUMBIA, V1P 1A3.
BALLOT
NEWSGURUS.COM, INC.
ANNUAL MEETING OF SHAREHOLDERS
Friday, October 26, 2001
A. Name of Shareholder(s): (Please print name(s) exactly as they appear on your certificate)
Printed name(s)
B. If voting party is other than the owner of the shares, state capacity in which voting party is acting (e.g., proxy holder, trustee):
C. Number of shares being voted: _______________________
UNLESS OTHERWISE DESIGNATED, THIS BALLOT SHALL BE CONSIDERED TO BE A VOTE OF ALL OF THE SHARES THAT THE UNDERSIGNED IS ENTITLED TO VOTE. A VOTE TO ABSTAIN SHALL BE CONSIDERED A VOTE AGAINST.
WRITTEN BALLOT
1) Election of directors for the coming year:
Nominee For Withhold
Chris Bunka _______________ _________________
Sudhir Khanna _______________ _________________
Stephen Encarnacao _______________ _________________
2) Ratification of the appointment of Davidson & Company as independent public accountants.
For Against Abstain
________ ________ ________
3) Ratification of the change in Company name to NewsGurus Inc.
For Against Abstain
________ ________ ________
4) Ratification of the repricing of 770,000 existing stock options to $0.30 each.
For Against Abstain
________ ________ ________
ALL BALLOTS MUST BE SIGNED.
For Shareholders Voting in Person:
_____________________________________
Signature
_____________________________________
Print Name(s) exactly as on certificate
For Shares Being voted by Proxy (attach proxy):
_____________________________________
Printed Name of Proxy Holder
_____________________________________
Printed Name(s) of Holder(s) of record
By: _______________________________
Signature of proxy holder
