stereoscape.com, inc.
3440 Highway 9 South
Freehold, New Jersey 07728
August 5, 2000
Dear Shareholders:
We cordially invite you to attend the Meeting of the Shareholders of
stereoscape.com, inc. (the "Company") to be held at 10:00 a.m. on Friday, August
25, 2000, at the offices of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP,
99 Wood Avenue South, Iselin, New Jersey 07095.
The purposes of this meeting are to (i) elect a Board of four (4)
directors, (ii) ratify the appointment of auditors, and (iii) approve the
proposal to increase the number of authorized shares to 200,000,000. These
matters are described in the accompanying Notice of Meeting and Proxy Statement.
The Board of Directors recommends that Shareholders vote in favor of
each proposal. We encourage all Shareholders to participate by voting their
shares by Proxy whether or not they plan to attend the meeting. Please sign,
date and mail the enclosed Proxy as soon as possible. If you do attend the
Annual Meeting, you may still vote in person.
Sincerely,
Gary B. Hyman
Secretary
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on August 25, 2000
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of stereoscape.com, inc. (the "Company") will be held at the offices
of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP, 99 Wood Avenue South,
Iselin, New Jersey at 10:00 a.m.
Eastern Time, for the following purposes:
1. To elect a Board of Directors of four (4) persons to serve until the
2001 Annual Meeting of Shareholders or until a successor is duly elected and
qualified.
2. To approve the appointment of Ehrenkrantz Sterling and Company as the
Company's independent auditors.
3. To approve the proposal to increase the number of authorized shares to
200,000,000.
4. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
Only shareholders of record at the close of business on July 24, 2000 will
be entitled to notice of and to vote at the Meeting.
Whether or not you intend to attend the Meeting, please complete, date and
sign the enclosed Proxy. Your Proxy will be revocable, either in writing or by
voting in person at the Meeting, at any time prior to its exercise.
By Order of the Board of Directors
---------------------------------
GARY B. HYMAN, Secretary
Freehold, New Jersey
August 5, 2000
stereoscape.com, inc.
3440 Highway 9 South
Freehold, New Jersey 07728
PROXY STATEMENT
Accompanying this Proxy Statement is a Notice of Annual Meeting of
Shareholders, the Company's Form 10KSB for the year ended December 31, 1999, and
a form of Proxy for such meeting solicited by the Board of Directors. The Board
of Directors has fixed the close of business on July 24, 2000, as the record
date for the determination of shareholders that are entitled to notice of and to
vote at the meeting or any adjournment thereof. The holders of a majority of the
outstanding shares of Common stock present in person, or represented by Proxy,
shall constitute a quorum at the meeting.
As of the record date, the Company had 5,222,391 outstanding shares of
common stock, $.001 par value (the "Common Stock"), the holders of which are
entitled to one vote per share.
A Proxy that is properly submitted to the Company may be revoked at any
time before it is exercised by written notice to the Secretary of the Company,
and any Shareholder attending the meeting may vote in person and by doing so
revokes any Proxy previously submitted by him. Where a Shareholder has specified
a choice on his Proxy with respect to Proposals 1, 2, and 3, it will be complied
with. If no direction is given, all the shares represented by the Proxy will be
voted in favor of such Proposals.
The cost of soliciting Proxies will be paid by the Company, which will
reimburse brokerage firms, custodians nominees and fiduciaries for their
expenses in forwarding proxy material to the beneficial owners of the Company's
stock. Officers and regular employees of the Company may solicit Proxies
personally and by telephone. The Annual report of the Company for the fiscal
year ended December 31, 1999, containing audited financial statements for such
year, is enclosed with this Proxy Statement. This Proxy Statement and the
enclosed Proxy are being sent to the shareholders of the Company on or about
August 5, 2000.
IN ORDER THAT YOUR SHARES MAY BE REPRESENTED AT THIS MEETING, YOU ARE REQUESTED
TO PLEASE SIGN, DATE AND MAIL THE PROXY PROMPTLY.
Proposal 1
ELECTION OF DIRECTORS
According to the Company's By-Laws, the Board of Directors is composed
of four (4) members. At each Annual Meeting, all directors will be elected to
serve for one year expiring on the date of the Annual Meeting of shareholders
for the following year. Each director elected will continue in office until a
successor has been elected or until resignation or removal in the manner
provided by the Company's By-Laws. The names of the nominees for the Board of
directors are listed below. Shares represented by a properly executed proxy in
the accompanying form will be voted for such nominees. However, discretionary
authority is reserved to vote such shares in the best judgment of the persons
named in the event that any person or persons other than the nominees listed
below are to be voted on at the meeting due to the unavailability of any nominee
so listed.
All persons named below are directors of the Company at the present
time. There are no family relationships between any nominees, directors or
executive officer of the Company.
NOMINEES FOR ONE YEAR TERMS
Mario Bassani has been Chairman and Chief Executive Officer of the Company since
May 19, 2000. He has extensive management and operational experience. Over the
past five years Mr. Bassani has been involved in several phases of the use of
microwave technology. He has taken on several consulting projects and has
developed systems and operational procedures to better enhance profitability for
his clients. He is currently under contract with Cucina Classica Italiana, Inc.
to evaluate and upgrade its processing operations.
Gary B. Hyman has been a director, Chief Financial Officer, and Secretary since
May 19, 2000. He is a member of The American Institute of Certified Public
Accountants, and the New York and New Jersey Societies of CPA's. He has been in
private practice for the last three years and prior he was the Chief Financial
Officer of New York apparel company.
Steven Wise has been a director of the Company since April 17, 1997, and
President of the Company from April 17, 1997 through May 19, 2000. He is
currently President of the Company's American Buyers Club International, Inc.
subsidiary. He entered the electronics industry in 1984 working for various
retail establishments. In 1988, he joined Sixth Avenue Electronics as Vice
President of the mail order division. Mr. Wise developed the mail order division
and drove sales from $150,000 in 1988 to $7.8 million in 1994. In 1994 he became
a principal in a newly formed electronics retail and mail order outlet, and in
1997 he entered into an employment agreement with Alpha.
David Bannon, has been Vice President of American Buyers Club International,
Inc. since April 17, 1997 and a director since February, 2000. He entered the
electronics industry in 1981 working for various retail establishments. In 1994
he became a principal in a newly formed electronics retail and mail order
outlet, and in 1997 he entered into an employment agreement with Alpha.
INFORMATION CONCERNING BOARD
The Board of Directors met 2 times in fiscal 1999. No director attended
fewer than 75% of the meetings of the Board of Directors. In addition, the Board
acted by unanimous consent 4 times during fiscal 1999.
The Board of Directors has an Audit Committee. The Audit Committee is
responsible for reviewing the Company's audited financial statements, meeting
with the Company's independent accountants to review the Company's internal
controls and financial management practices and examining all agreements or
other transactions between the Company and its directors and officers to
determine whether such agreements or transactions are fair to the Company's
shareholders. Messrs. Bannon, Wise, and Bassani currently serve on the Audit
Committee.
2
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of July 24,
2000, regarding the ownership of the Common Stock by (i) each director and
nominee for director of the Company; (ii) each of the executive named officers
and nominees, (iii) each person known to the Company to beneficially own five
percent (5%) or more of the Company's Common Stock, and (iv) all directors and
executive officers of the Company as a group.
Name and address Number of Percentage of Out-
of Beneficial Owner (a) Shares Owned standing Shares Owned (e)
Steven Wise 617,411 11.8%
Scott Halperin 1,032,281 (b) 19.3%
David Bannon 626,411 12.0%
Mario Bassani 370,000 (c) 4.6%
Gary Hyman 51,900 (d) 1.0%
All directors and executive officers
as a group (4 persons) 1,665,722 30.2%
(a) All information with respect to beneficial ownership of the shares is
based upon filings made by the respective beneficial owners with the Securities
and Exchange Commission or information provided by such beneficial owners to the
Company. Shares include stock options and warrants exercisable within 60 days.
(b) Includes options to purchase 100,000 shares at $0.374 held by Mr.
Halperin.
(c) Includes options to purchase 250,000 shares at $0.34 held by Mr.
Bassani.
(d) Includes options held by Mr. Hyman to purchase 37,000 shares and 3,500
shares at $0.34 and $0.375, respectively.
(e) For each beneficial owner, the "Percentage of Outstanding" equals each
owner's actual holdings of shares plus shares represented by unexercised options
and warrants held, divided by total shares outstanding of the Company at July
24, 2000, of 5,222,391, plus the above-referenced unexercised options and
warrants of the referenced holder only. In other words, individual percentages
of the listed holders will not add to the group total because the calculations
are made separately for each holder.
3
EXECUTIVE COMPENSATION
The following table sets forth, for each of the last fiscal years, cash
and certain other compensation paid or accrued by the Company for the former
Chief Executive Officer and one other officer who earned in excess of $100,000
for any of the last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation ($) Long-Term Compensation ($)
Restricted Securities Long-Term
Name and Principal Other Annual Stock Underlying Incentive Plan All Other
Position Year Salary Bonus Compensation Awards Options Payouts Compensation ($)
- -------------------------------------------------------------------------------------------------------------------------
Steven Wise 1999 103,720 - 6,527 178,111 101,777 - -
Director, Subsidiary President 1998 100,100 - - - - - -
Former Chief Executive Officer 1997 91,077 - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
David Bannon 1999 103,729 - 2,272 178,111 101,777 - -
Director, 1998 100,100 - - - - - -
Subsidiary Vice President 1997 91,077 - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
- ----------------------------------------------------------------------------
% of Total
Number of Options
Securities Granted to Exercise
Underlying Employees or Base
Options in Fiscal Price Expiration
Name Granted (#) Year ($/Sh) Date
- ----------------------------------------------------------------------------
Steven Wise 223,911 37.3% 0.418 July 1, 2004
- ----------------------------------------------------------------------------
David Bannon 223,911 37.3% 0.418 July 1, 2004
- ----------------------------------------------------------------------------
4
AGGREGATED OPTION EXERCISES IN 1999 AND
DECEMBER 31, 1999 OPTION VALUES
Number of Securities
Shares Underlying Unexercised Value of Unexercised In-the-
Acquired on Value Options at Fiscal Year-End(#)* Money Options at FY-End ($)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------
Steven Wise - - 223,911 0 186,294 0
- --------------------------------------------------------------------------------------------------
David Bannon - - 223,911 0 186,294 0
- --------------------------------------------------------------------------------------------------
* Options are "in-the-money" if, on July 24, 2000, the market price of the
Common Stock ($1.25) exceeded the exercise price of such options. The value of
such options is calculated by determining the difference between the aggregate
market price of the Common Stock covered by such options on July 24, 2000, and
the aggregate price of such options.
Employment Agreements
The Company does not have agreements with any of its employees.
DIRECTORS' REPORT ON COMPENSATION
The Board of Directors reviews, recommends and approves changes to the
Company's compensation policies and programs and is responsible for reviewing
and approving the compensation of the Chief Executive Officer and other senior
officers of the Company.
The following report shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The Board of Directors is responsible for reviewing the compensation
and benefits of the Company's executive officers concerning compensation and
benefits for such executive officers and administering the Company's stock
option plans.
The Company believes that executive compensation should be based upon
value returned to shareholders. The Company has developed and is developing
compensation programs designed to reflect Company performance and to be
competitive in the marketplace. In designing compensation programs, the Company
attempts to reflect both value created for shareholders while supporting the
Company's strategic goals. The Company's compensation programs reflect the
following themes:
o Compensation should be meaningfully related to the value
created for shareholders
o Compensation programs should support the Company's short-term
and long-term strategic goal and objectives.
o Compensation programs should promote the Company's value and
reward individuals for outstanding contributions to the
Company's success.
o Short-term and long-term compensation should be designed to
attract and retain superior executives.
The Company's executive compensation is based upon three components,
base salary, annual incentive bonuses and long-term incentives, which are
intended to serve the overall compensation philosophy.
5
Base Salary
The base salary of each executive officer is determined as a function
of three principal factors: the individual's performance, the relationship of
the individual's salary to similar executives in comparable companies, and
increases in the individual's responsibilities, whether through promotions or
otherwise.
Annual Incentive Bonus
The Company's annual incentive bonuses are designed to reflect the
individual officer's contribution to the profitability of the Company and any
special achievements by the respective officers. Each officer's bonus is based
upon the Company's performance in various areas, such as sales, profit margins,
operating expenses and net income, as compared to a pre-determined plan for each
officer each year.
PERFORMANCE TABLE
Growth of $100
CSRP Non-Financial stereoscape.com, inc. NASDAQ Market Index
- --------------------------------------------------------------------------------
12/31/95 N/A
12/30/96 N/A
12/29/97 100.000 100.000 100.000
12/31/98 146.580 63.000 140.913
12/31/99 282.368 42.000 254.573
- --------------------------------------------------------------------------------
Pct. Ch. 282.368% -58.000% 254.573%
- --------------------------------------------------------------------------------
This TABLE shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 or under the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporates this graph by
reference, and shall not otherwise be deemed filed under such Acts.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE TO ELECT THE
AFOREMENTIONED NOMINEES TO SERVE ON THE BOARD OF DIRECTORS.
6
PROPOSAL 2
RATIFICATION OF THE
SELECTION OF INDEPENDENT AUDITORS
The selection of independent auditors to examine the financials
statements of the Company for the fiscal year ending December 31, 2000 to be
transmitted or made available to shareholders and filed with the Securities and
Exchange Commission is to be submitted to the meeting for ratification.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF EHRENKRANTZ STERLING AND COMPANY AS THE COMPANY'S INDEPENDENT
AUDITORS.
PROPOSAL 3
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On July 24, 2000, the Board of Directors unanimously adopted a
resolution proposing that the Company's Certificate of Incorporation be amended
to increase the authorized capital stock of the Company to 200,000,000 shares,
all of which will remain as shares of common stock, $.001 par value. The Board
directed that the proposed amendment be submitted to a vote of the holders of
all of the Company's outstanding stock. If the amendment is approved by the
holders of a majority of the Company's shares represented in person or by proxy
at the Meeting, the Company's Certificate of Incorporation will be amended to
provide that the Company is authorized to issue 200,000,000 shares of common
stock, with $.001 par value.
As of the date of this Proxy Statement, the Company has
5,222,391 shares of Common Stock outstanding. Other than to meet the
requirements of various employee benefit and incentive plans of the Company, the
Company has no present plan, understanding or agreement to issue additional
shares of Common Stock.
The Board of Directors believes that the proposed
authorization of shares of common stock is desirable to enhance the Company's
flexibility in connection with possible future actions, such as stock dividends,
stock splits, corporate mergers, acquisitions of property and the possible
funding of its business, or other corporate purposes. The Board will determine
whether, where and on what terms the issuance of shares of Common Stock may be
warranted in connection with any of the foregoing purposes.
Additionally, on July 24, 2000 the Company's Board of Directors
approved a forward stock split of 15 for 1 pending approval of this proposal.
A vote in favor of the proposed amendment to the Company's
Certificate of Incorporation by the holders of a majority of the outstanding
shares of Common Stock represented at the Meeting. In person or by proxy, is
necessary for the adoption of this proposal. If the proposed amendment is
adopted by the shareholders, it will become effective upon filing a Certificate
of Amendment as required by the Nevada Corporation Law. The Company's financial
statements, included in its 1999 Annual Report furnished to shareholders in
connection with the distribution of this Proxy Statement, are incorporated in
this Proxy Statement by reference.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE
CERTIFICATE OF INCORPORATION. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL
BE SO VOTED UNLESS SHAREHOLDERS SPECIFY A DIFFERENT CHOICE.
7
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Securities Exchange Act of 1934 requires the Company's directors
and executive officers and person who own more than ten percent of a registered
class of the Company's equity securities to file reports of beneficial ownership
and changes in beneficial ownership with the Securities and Exchange Commission.
To the knowledge of the Company, all filing requirements under Section 16(a) in
respect of the Company were complied within the year ended December 31, 1999.
GENERAL
The expense of this solicitation is to be borne by the Company. The
Company may also reimburse persons holding shares in their names or in the names
of their nominees for their expenses in sending proxies and proxy material to
their principals.
Unless otherwise directed, the persons named in the accompanying form
of proxy intend to vote all proxies received by them in favor of the election of
nominees to the Board herein, and the ratification of selected independent
auditors. All proxies will be voted as specified.
Management does not intend to present any business at the meeting other
than that set forth in the accompanying Notice of Annual Meeting, and it has no
information that others will do so. If other matters requiring the vote of the
shareholders properly come before the meeting and any adjournments thereof, it
is the intention of the persons named in the accompanying form of proxy to vote
the proxies held by them in accordance with their judgment on such matters.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Shareholder proposals for inclusion in the proxy materials related to
the 2001 Annual Meeting of Shareholders must be received by the Company no later
than December 31, 2000. A Shareholder must have been a record or beneficial
owner of the Company's common stock for at least one year prior to December 31,
2000, and the shareholder must continue to own such shares, worth at least
$1,000, through the date on which the Meeting is held.
The Company's by-laws outline procedures, including minimum notice
provisions, for shareholder nominations of directors and other shareholder
business to be brought before shareholders at the Annual Meeting. A copy of the
pertinent by-laws provisions is available upon request to Gary B. Hyman,
Secretary, stereoscape.com, inc., 3440 Highway 9 South, Freehold, New Jersey
07728.
By order of the Board of Directors
stereoscape.com, inc.
------------------------
GARY B. HYMAN
Secretary
Freehold, New Jersey
August 5, 2000
8