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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WORLDBID CORPORATION
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(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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(5) Total fee paid:
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[ ] 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:
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(4) Date Filed:
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WORLDBID CORPORATION
1110 - 1175 Douglas Street
Victoria, British Columbia
Canada V8W 2E1
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 6, 2000
---------------------------
To the Shareholders of Worldbid Corporation:
The Annual Meeting of Shareholders of Worldbid Corporation (the "Company") will
be held at 1110 - 1175 Douglas Street, Victoria, British Columbia, Canada, V8W
2E1 on November 6, 2000, commencing at 10:00 a.m., local time, and thereafter as
it may be adjourned from time to time, for the following purposes:
1. To elect five directors for a term expiring at the next annual meeting
of shareholders, or until their successors are duly elected or
qualified;
2. To consider and act upon a proposal to approve the Company's 2000
Stock Option Plan, a copy of which is attached to the accompanying
Proxy Statement as Exhibit A;
3. To consider and act upon a proposal to amend the Articles of
Incorporation of the Company to (i) eliminate cumluative voting for
directors and (ii) establish and authorize a class of
1,000,000 shares of Preferred Stock, with $0.0001 par value, as
provided in Exhibit B to the Proxy Statement;
4. To ratify the selection of Sarna & Company, as independent auditor for
the Company for the year ending April 30, 2001; and
5. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The Company's Proxy Statement is submitted herewith. Holders of record of the
Company's Common Stock at the close of business on the record date, October 18,
2000, are entitled to notice of and to vote at the Annual Meeting of
Shareholders or any adjournment thereof, notwithstanding transfers of any stock
on the books of the Company after such record date.
YOUR VOTE IS IMPORTANT. YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING.
HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO DATE, SIGN AND
PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH
YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE
GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR VOTE YOUR
SHARES IN PERSON IN THE EVENT YOU SHOULD ATTEND THE MEETING.
By Order of the Board of Directors
/s/ Howard Thomson
Howard Thomson
Secretary
Vancouver, British Columbia
October 18, 2000
WORLDBID CORPORATION
1110 - 1175 DOUGLAS STREET
VICTORIA, BRITISH COLUMBIA
CANADA V8W2E1
PROXY STATEMENT
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD ON NOVEMBER 6, 2000
This Proxy Statement is furnished to shareholders of Worldbid Corporation (the
"Company") in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the annual meeting of the shareholders to be
held at the time and place for the purposes set forth in the accompanying
notice, and any adjournment thereof.
GENERAL
Accompanying this Proxy Statement is a Notice of Annual Meeting of Shareholders
(the "Annual Meeting") of the Company to be held at 1110 - 1175 Douglas Street,
Victoria, British Columbia, Canada, V8W 2E1 at 10:00 a.m. (Victoria, British
Columbia time), on November 6, 2000, and any adjournment thereof, and a form of
proxy for the Annual Meeting solicited by the Board of Directors. No proposals
have been received from any shareholder to be considered at the Annual Meeting.
An Annual Report on Form 10-KSB to shareholders, including financial statements
for the year ended April 30, 2000, this Proxy Statement and the enclosed proxy
were first mailed to the share-holders on October 23, 2000, in connection with
this solicitation.
VOTING OF PROXIES
This proxy solicitation is intended to afford shareholders the opportunity to
vote on the following:
1. To elect five directors for a term expiring at the next annual meeting
of shareholders, or until their successors are duly elected or
qualified;
2. To consider and act upon a proposal to approve the Company's 2000
Stock Option Plan, a copy of which is attached to this Proxy Statement
as Exhibit A;
3. To consider and act upon a proposal to amend the Articles of
Incorporation of the Company (i) to eliminate cumulative voting for
directors and (ii) to establish and authorize a class of 1,000,000
shares of Preferred Stock, with $0.0001 par value, as set forth in
Exhibit B to this Proxy Statement;
4. To ratify the selection of Sarna & Company, as independent auditor for
the Company for the year ending April 30, 2001; and
5. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The proxy permits shareholders to withhold voting for any or all nominees for
election as directors and to abstain from voting on any other matter if the
shareholder so chooses.
On October 18, 2000, the record date for shareholders entitled to vote at the
Annual Meeting, there were 14,550,000 outstanding shares of Common Stock. One
percent (1%) of such outstanding shares of Common Stock is necessary to provide
a quorum at the Annual Meeting. Each share is entitled to one vote. Under the
Articles of Incorporation, shareholders have the right to cumulate votes for the
election of directors. Cumulative voting allows a shareholder to cast as many
votes per share as equal to the number of directors to be elected, and a
shareholder may cast all of such votes for a single director or may distribute
them among the number to be voted upon or any two or more of them. The
affirmative vote of the holders of a majority of the outstanding Common Stock,
present and voting at the Annual Meeting, in person or by proxy, is required for
the election of directors, approval of the Company's 2000 Stock Option Plan,
ratification of the selection of Sarna & Company, as independent auditor for the
Company for its fiscal year ending April 30, 2001, and amendment of the
Company's Articles of Incorporation (i) to eliminate cumulative voting for
directors and (ii) to establish a class of 1,000,000 shares of Preferred Stock.
Shares represented by a proxy in the form enclosed, dated, duly executed and
returned to the Company and not revoked, will be voted at the Annual Meeting in
accordance with the directions given. Any shareholder attending the Annual
Meeting may vote in person whether or not a proxy was previously filed. Any
shareholder returning a proxy may revoke it at any time before it is exercised
by giving written notice of such revocation to the Secretary of the Company.
Unless authority to vote for any individual director or directors, or all
directors, pursuant to Purposal 1 set forth in the Notice of Annual Meeting of
Shareholders is withheld, the filed proxy will be voted FOR the election of
directors as set forth in this Proxy Statement. If no direction is made
regarding the other purposes set forth in the Notice of Annual Meeting of
Shareholders, the proxy will be voted FOR such other actions.
The cost of soliciting proxies will be borne by the Company, which will
reimburse brokerage houses, custodians, nominees and fiduciaries for their
expenses in forwarding proxy material to the beneficial owners of the Company's
Common Stock. Solicitation will be made by mail, but may also be made by
telephone by certain officers and employees of the Company without any
additional compensation to them.
PROPOSAL 1. ELECTION OF DIRECTORS TO THE BOARD OF DIRECTORS OF THE COMPANY
ELECTION OF DIRECTORS
The Board of Directors currently consists of five members. Directors are elected
at the annual meeting of shareholders and hold office until the next annual
meeting of shareholders and until their successors are elected and qualified.
The following persons are currently serving as directors of the Company and are
being nominated for election to the Board of Directors for the Annual Meeting:
Scott Wurtele
Paul Wagorn
Howard Thomson
Logan Anderson
Lloyd Baron
It is the intention of the persons named in the accompanying form of proxy to
vote proxies for the election of the five nominees. Each nominee has consented
to being named in this Proxy Statement and to serve, if elected. In the event
that any of the nominees should for some reason, presently unknown, become
unavailable for election, the persons named in the form of proxy intend to vote
for substitute nominees.
NOMINEES FOR ELECTION AS DIRECTORS
The nominees for election to the Board of Directors are:
Scott Wurtele is the Company's chief executive officer. Mr. Wurtele was
appointed as a director of the Company on September 10, 1999. Mr. Wurtele was
appointed as the Company's chief executive officer on February 17, 2000. From
1992 to present, Mr. Wurtele has been the president and controlling shareholder
of Global Internet Holdings, a private company founded by Mr. Wurtele in 1992.
Among other things, Global Internet Holdings developed an Internet boating web
site and operated it for several years before selling it. Mr. Wurtele was
responsible for the development of Global Internet Holdings as an electronic
commerce company, the production of a multi-media CD for boating book publica-
tions and the establishment of the Worldbid web site. Prior to establishing
Global Internet Holdings in 1992, Mr. Wurtele was involved in construction and
project management for approximately 20 years. Mr. Wurtele provides consulting
services to the Company through On Line Design Ltd., a company of which
Mr. Wurtele is sole shareholder, director, and officer.
Logan Anderson is the Company's president. Mr. Anderson was appointed as a
director of the Company and the Company's president on August 10, 1998. Mr.
Anderson is a graduate of Otago University, New Zealand, with a Bachelor's
Degree of Commerce in Accounting and Economics (1977). He is an Associated
Chartered Accountant (New Zealand) and was
employed by Coopers & Lybrand in New Zealand (1977-1980) and Canada (1980-1982).
From 1982 to 1992, Mr. Anderson was Comptroller of Cohart Management Group,
Inc., a management service company which was responsible for the management of a
number of private and public companies. Mr. Anderson has been Principal and
President of Amteck Financial Services Company, a financial consulting service
company since 1993. Mr. Anderson has been an officer and director of a number of
private and public companies in the past 12 years, including PLC Systems, Inc.
and 3D-Systems Inc.
Howard Thomson is the Company's chief financial officer, secretary and
treasurer. Mr. Thomson was appointed a director of the Company and the Company's
secretary and treasurer on February 12, 1999. Mr. Thomson was appointed as the
Company's chief financial officer on February 17, 2000. Mr. Thomson was employed
from 1981 to 1998 in senior management positions with the Bank of Montreal,
including 5 years as Branch Manager, 4 years as Regional Marketing Manager and 5
years as Senior Private Banker. Mr. Thomson retired from the Bank of Montreal in
1998. Mr. Thomson is also a director of Skinvisible, Inc., a company which has
developed and is marketing an anti-bacterial skin care product and the whose
common stock is quoted on the National Association of Securities Dealers' OTC
Bulletin Board.
Paul Wagorn is the Company's chief operating officer. Mr. Wagorn was appointed
as a director of the Company and chief operating officer on February 17, 2000.
Mr. Wagorn has been working in the computer field for the past 12 years, in
which he has served in both the public and private sectors as a software and
database engineer, project manager, and support specialist. From 1987 to 1989,
Mr. Wagorn worked for Consumer and Corporate Affairs Canada, leading a team to
computerize the data retrieval system for Canadian Patents and develop a quality
assurance system for Canadian Patent Examiners. Mr. Wagorn subsequently worked
on various small and large database-systems projects integrating new technology
with existing data. From 1991 to 1999, Mr. Wagorn worked for JD Micro Devices
Inc., a computer firm, as the Corporate Sales Manager and a Network Engineer and
Software Engineer.
Dr. Lloyd Baron is an independent director, appointed to the Board of Directors
on September 20, 2000. Dr. Baron has been involved with international business
development for over 25 years. He has served as advisor to private and public
organizations throughout North America as well as in Asia, Africa, the Caribbean
and Latin America. In 1985, he founded Horizon Pacific International and, as its
managing director, assembled a team of consultants to facilitate joint ventures
between emerging Asian enterprises and their counterparts in North America.
Since 1996, Dr. Baron has been President and CEO of Autoship Systems
Corporation, a software development company that is a market leader in several
marine industry niches. Dr. Baron is a graduate of Michigan University, M.A.
Economics, and McGill University, Ph.D. Economics.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company does not have an audit committee, compensation committee, nominating
committee, an executive committee of the Board of Directors, Stock Plan
Committee or any
other committees. However, the Board of Directors may establish various
committees during the current fiscal year.
COMPENSATION OF DIRECTORS
Directors of the Company do not receive cash compensation for their services as
directors or members of committees of the Board, but are reimbursed for their
reasonable expenses incurred in attending Board or Committee meetings. The
Company's 2000 Stock Option Plan permits the grant of options for the purchase
of shares of Common Stock to directors of the Company. See below "Summary
Compensation Table, Stock Option Grants" for information about options granted
to Directors for the fiscal year ended April 30, 2000.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information as to the Company's highest
paid executive officers and directors for the Company's fiscal year ended April
30, 2000. No other compensation was paid to any such officer or directors other
than the cash and stock option compensation set forth below.
==============================================================================================================
SUMMARY COMPENSATION TABLE
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Annual Compensation Long-Term Compensation
------------------------------- -------------------------------------
Awards Pay-outs
------------------------- ----------
Other All
Annual Resticted Securities Other
Name and Compen- Stock Under-lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs (#) ($)
- --------------------------------------------------------------------------------------------------------------
Scott April $66,250 nil nil nil 115,000 nil nil
Wurtele,(1) 2000
Chief Executive
Officer and
Director
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Logan April $8,000 nil nil nil 300,000 nil nil
Anderson,
President and
Director
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Howard April $9,750 nil nil nil 150,000 nil nil
Thomson,(2)
Chief Financial
Officer,
Secretary/
Treasurer and
Director
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Paul April $40,000 nil nil nil 150,000 nil nil
Wagorn,(3) 2000
Chief Operating
Officer and
Director
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Notes:
1) Cash compensation attributed to Scott Wurtele was paid pursuant to a
consulting agreement with On Line Design Ltd., a company wholly-owned
by Mr. Wurtele. Mr. Wurtele was appointed as the Company's chief
executive officer on February 17, 2000.
2) Mr. Thomson was secretary and treasurer on February 12, 1999. Mr.
Thomson was appointed as the Company's chief financial officer on
February 17, 2000.
3) Mr. Wagorn was appointed chief operating officer on February 17, 2000.
Stock Option Grants
The following table sets forth information with respect to stock options granted
to each of the Company's directors and officers during the Company's most recent
fiscal year ended April 30, 2000:
============================================================================================================
Common Shares % of Total
under Options/SARs Exercise or Base
Options/SARs Granted to Price Expiration Date
Name Granted Employees in ($/Common Share)
#(1) Financial Year
============================================================================================================
Scott Wurtele,(2) 115,000 9.5% $0.75 February 1, 2004
Chief Executive
Officer and Director
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Logan Anderson, 300,000 24.9% $0.75 February 1, 2004
President and Director
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Howard Thomson,(3) 150,000 12.5% $0.75 February 1, 2004
Chief Financial
Officer, Secretary/
Treasurer and Director
- ------------------------------------------------------------------------------------------------------------
Paul Wagorn,(4) 150,000 12.5% $0.75 February 1, 2004
Chief Operating
Officer and Director
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Notes:
1) Gives effect to the 2 share for 1 share stock dividend issued to
shareholders of the Company on June 26, 2000.
2) Mr. Wurtele was appointed as the Company's chief executive officer on
February 17, 2000.
3) Mr. Thomson was secretary and treasurer on February 12, 1999. Mr.
Thomson was appointed as the Company's chief financial officer on
February 17, 2000.
4) Mr. Wagorn was appointed chief operating officer on February 17, 2000.
Exercises of Stock Options and Year-End Option Values
None of the options granted to any of the Company's officers and directors have
been exercised.
The following is a summary of the share purchase options exercised by our
officers, directors and employees during the financial year ended December 31,
1999:
====================================================================================================================
AGGREGATED OPTION/SAR EXERCISES DURING THE LAST
FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------------------------------------------
Common Shares Unexercised Options Value of Unexercised
Acquired on Aggregate at Financial in-the-Money
Exercise Value Realized Year-End (#) Options/SARs at
Name (#) ($) Financial Year-End
($) (1)
- --------------------------------------------------------------------------------------------------------------------
Scott Wurtele,(2) Nil N/A 115,000 N/A
Chief Executive Officer
and Director
- --------------------------------------------------------------------------------------------------------------------
Logan Anderson, Nil N/A 300,000 N/A
President and Director
- --------------------------------------------------------------------------------------------------------------------
Howard Thomson,(3) Nil N/A 150,000 N/A
Chief Financial Officer,
Secretary/Treasurer and
Director
- --------------------------------------------------------------------------------------------------------------------
Paul Wagorn,(4) Nil N/A 150,000 N/A
Chief Operating
Officer and Director
- --------------------------------------------------------------------------------------------------------------------
Note:
1) There was no trading market for our shares at April 30, 2000.
Outstanding Stock Options
The following table shows the issued and outstanding stock options held by the
Company's officers and directors, and by each person known by the Company to
beneficially own more than 5% of the Company's common stock as of October 1,
2000.
- ----------------------------------------------------------------------------------------------------------------------
Name Exercise Price No. of Options Date of Grant Vesting Date Expiry Date
- ----------------------------------------------------------------------------------------------------------------------
Scott Wurtele $0.75 115,000 Feb. 1, 2000 Feb. 1, 2000 Feb. 1, 2004
Logan Anderson $0.75 300,000 Feb. 1, 2000 Feb. 1, 2000 Feb. 1, 2004
Howard Thomson $0.75 150,000 Feb. 1, 2000 Feb. 1, 2000 Feb. 1, 2004
Paul Wagorn $0.75 70,000 Feb. 17, 2000 Feb. 17, 2000 Feb. 1, 2004
Lloyd Baron $0.75 80,000 Jun. 24, 2000 Sep. 20, 2000 Jun. 24, 2004
Paul Wagorn $0.75 20,000 Feb. 1, 2000 Sep. 20, 2000 Feb. 1, 2004
Paul Wagorn $0.75 20,000 Feb. 1, 2000 May 1, 2001 Feb. 1, 2004
Paul Wagorn $0.75 20,000 Feb. 1, 2000 May 1, 2001 Feb. 1, 2004
Paul Wagorn $0.75 20,000 Feb. 1, 2000 May 1, 2001 Feb. 1, 2004
Harold Moll $0.75 150,000 Jun.23, 2000 Jun. 23, 2000 Jun. 23, 2004
In addition, options have been granted pursuant to the Company's stock option
plan to Wendy Wurtele to purchase a total of 60,000 shares of the Company's
common stock and to Daniel Wurtele to purchase a total of 60,000 shares of the
Company's common stock. Wendy Wurtele
is the spouse of Scott Wurtele. Daniel Wurtele is the son of Scott Wurtele and
Wendy Wurtele. Each option is exercisable at a price of $0.75 per share for a
four-year term from the date of grant. In addition, each option is subject to
vesting over a period of four years from the respective date of the option
grant. Wendy Wurtele provides administration services to the Company on a
full-time basis. Daniel Wurtele provides computer programming and web site
development services to the Company on a full-time basis.
TRANSACTIONS WITH MANAGEMENT
During the fiscal year ended April 30, 2000, there were no significant
transactions with Management except pursuant to their service contracts,
summarized below.
The services of Mr. Scott Wurtele as the Company's chief executive officer are
provided pursuant to an agreement dated September 10, 1999 between the Company,
On Line Design and Mr. Wurtele. The services provided by Mr. Wurtele include
management of the Company's day-to-day business operations. The term of the
Company's agreement with Mr. Wurtele is for a term expiring on February 15,
2001. The Company currently pays On Line Design a consultant fee of $7,500 per
month for Mr. Wurtele's services. Mr. Wurtele's consulting agreement may only be
renewed for additional terms upon written agreement between Mr. Wurtele and the
Company. Any agreement for an extension of the term would include agreement upon
the consulting fee for the subsequent term.
The services of Mr. Logan Anderson as the Company's president are provided
pursuant to an employment agreement dated August 31, 1999 between Mr. Anderson
and the Company. The services provided by Mr. Anderson include exercising
general direction and supervision over the Company's business and financial
affairs, providing overall direction to the Company's management and performing
such other duties and observing such instructions as may be reasonably assigned
to him from time to time in his capacity of the Company's president. Mr.
Anderson is required to devote approximately 15% of his business time to the
Company's business until such time the Company's positive working capital equals
or exceeds $750,000 at which time Mr. Anderson has agreed to devote
approximately 80% of his business time to the Company's business. The Company
currently pays Mr. Anderson a salary of $1,000 per month. Mr. Anderson's salary
will increase to $7,500 per month upon Mr. Anderson being required to devote 80%
of his business time to the Company's business. The term of the Company's
agreement with Mr. Anderson is for a term of one year, provided that the Company
can terminate without cause upon the payment to Mr. Anderson of an amount equal
to the greater of $30,000 or six months salary. Mr. Anderson may terminate his
employment agreement upon three months written notice to the Company. The
employment agreement may only be renewed for additional terms upon written
agreement between Mr. Anderson and the Company. Any agreement for an extension
of the term would include agreement upon the salary for the subsequent term. Mr.
Anderson presently devotes approximately 15% of his business time to the
Company's business.
The services of Mr. Howard Thomson as the Company's secretary and treasurer are
provided pursuant to a written employment agreement dated August 31, 1999
between Mr. Thomson and the Company. The services provided by Mr. Thomson
include ensuring that proper corporate, financial and administrative records are
maintained by the Company, supervising and advising on the conduct of the
Company's financial affairs, and coordinating all the Company's auditing
functions. Mr. Thomson is required to devote approximately 15% of his business
time to the Company's business until such time as the Company's positive working
capital equals or exceeds $750,000 at which time Mr. Thomson will be required to
devote approximately 80% of his business time to the Company's business. The
Company currently pays Mr. Thomson a salary of $750 per month. Mr. Thomson's
salary will increase to $5,000 per month upon Mr. Thomson being required to
devote 80% of his business time to the Company's business. The term of the
Company's agreement with Mr. Thomson is for a term of one year, provided that
the Company can terminate without cause upon the payment to Mr. Thomson of an
amount equal to the greater of $22,500 or six months salary. Mr. Thomson may
terminate his employment agreement upon three months written notice to the
Company. The employment agreement may only be renewed for additional terms upon
written agreement between Mr. Thomson and the Company. Any agreement for an
extension of the term would include agreement upon the salary for the subsequent
term. Mr. Thomson presently devotes approximately 15% of his business time to
the Company's business.
The services of Mr. Paul Wagorn as the Company's chief operating officer are
provided pursuant to a written employment agreement dated March 1, 2000 between
him and the Company's Canadian subsidiary (Worldbid Corporation, a British
Columbia corporation). Mr. Wagorn is paid a salary of Cdn.$5,220 ($3,088) per
month and supervises the Company's web site development and operations. The
Company's agreement with Mr. Wagorn may be terminated by either the Company or
Mr. Wagorn delivering written notice of termination, subject to a minimum notice
period which is currently less than 60 days.
In addition, the Company granted stock options to Wendy Wurtele to purchase a
total of 60,000 shares of the Company's common stock and to Daniel Wurtele to
purchase a total of 60,000 shares of the Company's common stock. Wendy Wurtele
is the spouse of Scott Wurtele. Daniel Wurtele is the son of Scott Wurtele and
Wendy Wurtele. Wendy Wurtele provides administration services and graphic design
services to the Company on a full-time basis. Daniel Wurtele provides computer
programming and web site development services to the Company on a full-time
basis.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of October 1, 2000 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors, and (iii)
officers and directors as a group. Unless otherwise indicated, the shareholders
listed possess sole voting and investment power with respect to the shares
shown.
- ------------------------------------------------------------------------------------------------------------
Aamount and
Nature of
Title of Class Name and Address of Beneficial
Beneficial Owner Ownership Percentage of Class(1)
- ------------------------------------------------------------------------------------------------------
Common Stock Abaderra Ltd. 900,000 6.19%
27 Reid Street
Hamilton, Bermuda
- ------------------------------------------------------------------------------------------------------
Common Stock Global Internet Holdings Ltd./ 5,975,540(3) 40.75%(3)
Scott Wurtele,(2)
1110 - 1175 Douglas Street
Victoria, British Columbia
Canada V8W 2E1
- ------------------------------------------------------------------------------------------------------
Common Stock Logan Anderson 1,200,000(4) 8.08%(4)
1110 - 1175 Douglas Street
Victoria, British Columbia
Canada V8W 2E1
- ------------------------------------------------------------------------------------------------------
Common Stock Howard Thomson 260,000(5) 1.77%(5)
1110 - 1175 Douglas Street
Victoria, British Columbia
Canada V8W 2E1
- ------------------------------------------------------------------------------------------------------
Common Stock Paul Wagorn 90,000(6) 0.62%(6)
1110 - 1175 Douglas Street
Victoria, British Columbia
Canada V8W 2E1
- ------------------------------------------------------------------------------------------------------
Common Stock Lloyd Baron 80,000(7) 0.55%(7)
1110 - 1175 Douglas Street
Victoria, British Columbia
Canada V8W 2E1
- ------------------------------------------------------------------------------------------------------
Common Stock Harold C. Moll 1,450,000(8) 9.86%(8)
1110 - 1175 Douglas Street
Victoria, British Columbia
Canada V8W 2E1
- ------------------------------------------------------------------------------------------------------
Common Stock Tibet Ltd. 790,000 5.43%
73 Front Street
P.O. Box HM 2908
Hamilton, Bermuda HM LX
- ------------------------------------------------------------------------------------------------------
Common Stock Zebrawood Holdings 734,000 5.04%
Saint Andrews Court
Fredrick Street Steps
Nassau, Bahamas N4805
- ------------------------------------------------------------------------------------------------------
Common Stock Officers and Directors as a 7,620,000(9) 49.80%(9)
Group (8 persons)
- ------------------------------------------------------------------------------------------------------
Notes:
(1) Based on 14,550,000 shares of Common Stock of the Company issued and
outstanding on October 1, 2000.
(2) Global Internet Holdings Ltd. (formerly, Databoat International
Limited) is a private company controlled by Scott Wurtele, CEO and a
director of the Company. Global Internet Holdings Ltd. owns 5,860,540
shares of the Company. Scott Wurtele is the President of Global
Internet Holdings Ltd. and the beneficial owner of shares held by
Global Internet Holdings Ltd.
(3) Includes 5,860,540 shares held by Global Internet Holdings Ltd. and
115,000 shares that are acquirable upon the exercise of stock options
held by Scott Wurtele within 60 days of October 1, 2000. Does not
include shares that are acquirable upon the exercise of stock options,
which Mr. Wurtele does not control, held by Wendy Wurtele, Mr.
Wurtele's wife, or Daniel Wurtele, his son.
(4) Includes 900,000 shares held by Logan Anderson and 300,000 shares that
are acquirable upon the exercise of stock options by Logan Anderson
within 60 days of October 1, 2000.
(5) Includes 110,000 shares held by Howard Thomson and 150,000 shares that
are immediately acquirable upon the exercise of stock options by
Howard Thomson within 60 days of October 1, 2000.
(6) Consists of 90,000 shares that are immediately acquirable upon the
exercise of stock options by Paul Wagorn within 60 days of October 1,
2000.
(7) Consists of 80,000 shares that are immediately acquirable upon the
exercise of stock options by Lloyd Baron within 60 days of October 1,
2000.
(8) Includes 1,300,000 shares held by Harold Moll and 150,000 shares that
are immediately acquirable upon the exercise of stock options by
Harold Moll within 60 days of October 1, 2000.
(9) Includes (a) 5,860,540 shares held by Global Internet Holdings Ltd.
and 115,000 shares that are acquirable upon the exercise of stock
options held by Scott Wurtele within 60 days of October 1, 2000; (b)
900,000 shares held by Logan Anderson and 300,000 shares that are
acquirable upon the exercise of stock options by Logan Anderson within
60 days of October 1, 2000; (c) 110,000 shares held by Howard Thomson
and 150,000 shares that are immediately acquirable upon the exercise
of stock options by Howard Thomson within 60 days of October 1, 2000;
(d) 90,000 shares that are immediately acquirable upon the exercise of
stock options by Paul Wagorn within 60 days of October 1, 2000; (e)
80,000 shares that are acquirable upon the exercise of stock options
by Lloyd Baron within 60 days of October 1, 2000; and (f) 15,000
shares that are immediately acquirable upon the exercise of stock
options by other officers of the Company within 60 days of October 1,
2000.
Except as otherwise noted, it is believed by the Company that all persons have
full voting and investment power with respect to the shares indicated. Under the
rules of the Securities and Exchange Commission, a person (or group of persons)
is deemed to be a "beneficial owner" of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a beneficial
owner of the same security. A person is also deemed to be a beneficial owner of
any security, which that person has the right to acquire within 60 days, such as
options or warrants to purchase the Common Stock of the Company.
Security Ownership of Management.
The Company are not aware of any arrangement that might result in a change in
control in the future.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive officers and
directors, and persons who beneficially own more than ten percent of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
Based on its review of the copies of such forms received by it, the Company
believes that during the fiscal year ended April 30, 2000 all such filing
requirements applicable to its officers and directors (the Company not being
aware of any ten percent holder other than Global Internet Holdings Ltd., a
company controlled by Scott Wurtele, the CEO and a Director of the Company) were
complied with except that reports were filed late by the following persons:
Global Internet Holdings Ltd., a 10% shareholder and a company controlled by
Scott Wurtele; Scott Wurtele, a director and the Company's Chief Executive
Officer; Logan Anderson, a director and the Company's President; Howard Thomson,
a director and the Company's Chief Financial Officer; Paul Wagorn, a director
and the Company's Chief Operating Officer; Barry Alexander, Vice-President; and
Michael Stark, Vice President.
INDEMNIFICATION
The Articles of Incorporation of the Company provide that no director or officer
of the Company shall be personally liable to the Company or any of its
stockholders for damages for breach of fiduciary duty as a director or officer
involving any act or omission of any such director or officer, provided,
however, that the foregoing provision shall not eliminate or limit the liability
of a director or officer (i) for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes.
Nevada law provides that a corporation has the power to indemnify a director,
officer, employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the corporation, provided that no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged not to be entitled to indemnification under such law.
The Articles of Incorporation and By-Laws of the Company provide that the
Company shall, to the fullest extent allowed under Nevada law, indemnify all of
its officers and directors, past, present and future, against any and all
expenses incurred by them, and each of them including but not limited to legal
fees, judgments and penalties which may be incurred, rendered or levied in any
legal action brought against any or all of them for or on account of any act or
omission alleged to have been committed while acting within the scope of their
duties as officer or
directors of the Company. The By-Laws provide that the extent of indemnification
may be modified by contract between the Company and the individual director or
officer, and also provide that indemnification does not extend to an individual
where that individual has initiated the proceeding unless certain circumstances
exist, including that such indemnification is required by law.
PROPOSAL 2. APPROVAL OF THE 2000 STOCK OPTION PLAN
GENERAL
On January 17, 2000, the Board of Directors adopted the Company's Employee Stock
Option Plan ("Plan"), which authorizes the Board, or a Committee of the Board
that administers the Plan (the "Committee"), to grant non-qualified stock
options and incentive stock options (the "Options") to directors, officers,
employees and consultants of the Company. The United States Internal Revenue
Code of 1986, as amended (the "Code"), among other things, provides certain tax
advantages to persons granted stock options under a qualifying "incentive stock
option plan." In order to take advantage of the favourable tax attributes
associated with such options, it is proposed that the shareholders approve the
Plan.
There are 2,182,500 shares of Common Stock of the Company available for grant to
participants designated by the Committee under the Plan. A copy of the Plan is
attached to this Proxy Statement as Exhibit A and the following description is
qualified in its entirety by reference to the complete text of the Plan.
DESCRIPTION OF THE PLAN. The Board of Directors has determined that in order to
attract and retain employees and consultants and to provide additional incentive
for directors, officers, employees and consultants, upon whose efforts and
judgment the success of the Company is largely dependent, the Plan should be
adopted to permit the plan administrator (the "Committee") the right to grant
either non-qualified stock options ("Stock Options") or incentive stock options
("ISO Options") under the features provided for by the Code. The Board believes
that the best interest of the Company will be served by the availability of both
Stock Option and ISO Options.
THE COMMITTEE. The Plan provides for the granting by the Committee of Options to
directors, officers, employees and consultants of the Company. The shares
subject to the Plan will be registered at the Company's expense pursuant to the
Securities Act of 1933, as amended (the "Act"), and applicable state securities
acts, or will be issued by the Company pursuant to exemptions from the
registration requirements of the Act and applicable state securities acts. The
Committee administers and interprets the Plan and has authority to grant Options
to all eligible persons. The Committee also determines, at the time the Option
is granted, the number of shares granted, the type of option (Stock Options or
ISO Options), the purchase or exercise price, the vesting and expiration period
of the option and other applicable terms of the option grant. To date the entire
Board has acted as the Committee.
STOCK OPTIONS. The Plan provides for the issuance of either Stock Options or ISO
Options to employees, directors and consultants of the Company and its
subsidiaries, including any officer or director who is an employee of the
Company, at any time prior to midnight January 16, 2010, for the purchase of
shares of the Company's Common Stock from the 2,182,500 shares, which have been
set aside for such purpose. Under the provisions of the Plan, it is intended
that the ISO Options granted thereunder will qualify as options granted pursuant
to Section 422 of the Code, which will provide certain favorable tax
consequences to participants who are granted and elect to exercise such Options.
The Committee may grant either Stock Options or ISO Options for such number of
shares to eligible participants as the Committee from time to time shall
determine and designate. Shares involved in the unexercised portion of any
terminated or expired Option may again be subjected to Options.
The Committee is vested with discretion in determining the terms, restrictions
and conditions of each Option. The option price of the Common Stock to be issued
under the Plan will be determined by the Committee, provided that such price may
not be less than 85% of the fair market value of the shares on the day prior to
the date of grant for Stock Options and 100% for the fair market value for ISO
Options. Furthermore, if the participant owns greater than 10% of the total
combined voting power of all classes of capital stock of the Company, the
exercise price of ISO Options may not be less than 110% of the fair market value
of the Common Stock on the day prior to the date of the grant and the ISO
Options cannot be exercised five years after the grant. The fair market value of
a share of the Company's Common Stock will initially be determined by averaging
the closing high bid and low asked quotations for such share on the date of
grant in the over-the-counter market (NASD Electronic Bulletin Board).
Options granted under the Plan are exercisable in such amounts, at such
intervals and upon such terms as the Committee shall provide in such Option.
With respect to ISO Options, the aggregate fair market value (determined as of
the date the ISO Option is granted) of the stock with respect to which any ISO
Option is exercisable for the first time by a participant during any calendar
year under the Plan (and under all incentive stock option plans of the Company
and its subsidiaries qualified under the Code) shall not exceed $100,000. Upon
the exercise of a Stock Option or an ISO Option, the option price and any
applicable withholding taxes must be paid in full by:
- cash or check for an amount equal to the aggregate stock option
exercise price for the number of shares being purchased;
- in the discretion of the Committee, upon such terms as the Committee
may approve, a copy of instructions to a broker directing such broker
to sell the common stock for which such Option is exercised, and to
remit to the Company the aggregate exercise price of such Option;
- in the discretion of the Committee, upon such terms as the Committee
may approve, shares of Company common stock owned by the optionee,
duly endorsed for transfer to the Company, with a fair market value on
the date of delivery equal to the
aggregate purchase price of the shares with respect to which such
stock option or portion is thereby exercised; or
- other consideration having equivalent value at the time of purchase as
the Committee may determine.
An employee option will terminate at the earliest of the following dates:
- the termination date specified in the applicable option agreement;
- three (3) months after employment with the Company or its subsidiaries
terminates; or
- one (1) year after employment with the Company or its subsidiaries
terminates due to death or permanent and total disability.
Options otherwise expire a maximum of ten (10) years after the date on which the
Option is granted, the actual term to be determined by the Committee. An Option
is not transferable or assignable except by will or the laws of descent and
distribution.
Options will become exercisable by the participants in such amounts and at such
times as shall be determined by the Committee in each individual grant. Options
are not transferable except by will or by the laws of descent and distribution.
STOCK SUBJECT TO THE PLAN. As adopted, the Committee was authorized to grant
Options exercisable to acquire up to 2,175,000 shares of the Company's common
stock. Under the terms of the Plan, the maximum number of shares that may be
subject to Options granted under the Plan will be increased, effective the first
day of each of the Company's fiscal quarters beginning with the fiscal quarter
commencing February 1, 2000, by an amount equal to the lesser of (a) the number
of shares which is equal to 15% of the issued shares outstanding on the first
day of the applicable quarter, less the number of shares of common stock which
subject to options under the Plan prior to the first date of the applicable
fiscal quarter; and (b) the lesser number of shares of common stock determined
by the Board.
PARTICIPANTS. As of the date of this Proxy Statement, Options to purchase an
aggregate of 1,780,000 shares of Common Stock have been granted and remain
outstanding, of which 955,000 are held by directors and officers of the Company,
and 825,000 are held by employees and consultants. It is impossible at this time
to determine who in the future among the eligible participants may be selected
to receive additional Stock Options and ISO Options under the Plan or the number
of shares of the Company's Common Stock which may be optioned to any eligible
participant. It is expected, however, that these determinations will be made on
the basis of the eligible person's responsibilities and present and potential
contributions to the success of the Company as indicated by the Committee's
evaluation of the position such eligible person occupies.
ADJUSTMENTS. If there is any material change in the Company's shares through or
by means of a declaration of a stock dividends, reverse stock split, stock split
or recapitalization of stock, reorganization, merger, consolidation, separation
or otherwise, the number of shares available under the plan, the shares subject
to any option, and the purchase price thereof will be adjusted appropriately by
the Committee and the adjustment will be effective and binding for all purposes
of the plan. If the Company participate in a merger, amalgamation,
reorganization, consolidation or a sale of all or substantially all of the
Company's assets, pursuant to an agreement with another company where the
Company is not the surviving company, any unexercised options granted under the
plan will be deemed cancelled unless the surviving company elects to assume the
options under the plan or to issue substitute options in place of the options
previously granted. If such options would be cancelled, the optionee will have
the right to exercise the previously granted options, in whole or in part,
without regard to any installment exercise provisions in the optionee's option
agreement, during the ten (10) day period ending the fifth (5) day prior to such
transaction.
TERMINATION AND AMENDMENT. The Plan terminates as of midnight on January 17,
2010, but prior thereto may be altered, changed, modified, amended or terminated
by written amendment approved by the Board of Directors. Provided, that the
Board of Directors must first obtain the approval of shareholders for any plan
amendment that results in an increase in the total number of shares covered by
the plan, changes the class of persons eligible to receive options granted under
the plan, reduces the exercise price of options granted under the plan, extends
the latest date upon which options may be exercised or for any other action
where shareholder approval is required pursuant to any applicable law, rule or
regulation. No amendment, modification or termination of the Plan shall in any
manner adversely affect any Option previously granted under the Plan without the
consent of the optionee except as described under "Adjustments" above.
EFFECTIVE DATE. The Plan became effective January 17, 2000. The Company expects
that the ISO Options and Stock Options granted under the Plan will be afforded
the U.S. federal income tax treatment as described under "Federal Income Tax
Consequences," below.
US FEDERAL INCOME TAX CONSEQUENCES. A participant receiving a Stock Option under
the Plan will not be in receipt of income under the Code and the applicable
Treasury Regulations thereunder, upon the grant of the Option. However, he will
realize income at the time the Option is exercised in an amount equal to the
excess of the fair market value of the Common Stock acquired on the date of
exercise or six months thereafter with respect to a participant subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, unless such
participant elects to include such excess in income on the exercise date under
Section 83 of the Code, over the purchase price. The amount of income realized
by a participant will be treated as ordinary income, and the Company will be
entitled to deduct that same amount as a compensation expense. The tax basis of
any Common Stock received by a participant will be its fair market value on the
exercise date.
The granting of Stock Options with ISO Options will not produce income under the
Code and the applicable Treasury Regulations to the participant or and will not
result in a tax deduction to the Company. Upon exercise of such rights, any cash
a participant receives and the fair market value on the exercise date of any
Common Stock received will be taxable to the participant as ordinary income. The
amount of income recognized by a participant will be deductible by the Company.
The tax basis of any Common Stock received by a participant will be its fair
market value on the exercise date.
Upon the granting of ISO Options, no taxable event will occur to a participant
upon such grant or upon the exercise of ISO Options and that the Company will
not be entitled to federal income tax deductions as the result. When a
participant disposes of the shares acquired under an ISO Option, the difference
between the option price and the selling price will be treated as long-term
capital gain (or loss) if the shares are held for the requisite period of time.
Under these constraints, shares may not be disposed of within two years from the
date of the grant, or within one year after the shares are received in exercise
of the Option. The holding periods are not applicable in the event of death of
the shareholder. If shares acquired pursuant to an ISO Option under the Plan are
disposed of prior to the end of these periods, generally the amount received
which exceeds the price paid for the stock will be ordinary income to the
optionee, and there will be a corresponding deduction to the Company for federal
income tax purposes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE PROPOSAL TO APPROVE THE
2000 STOCK OPTION PLAN. PROXIES SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY
CHOICE.
PROPOSAL 3. APPROVAL OF AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
GENERAL
The Board of Directors has approved and recommends that the shareholders approve
an amendment to the Articles of Incorporation to (i) eliminate cumulative voting
for directors and (ii) establish a new class of 1,000,000 shares of Preferred
Stock. The text of the amendment to the Articles of Incorporation is set forth
in Exhibit B to this Proxy Statement. If the Amendment to the Articles of
Incorporation is approved by the shareholders:
(i) cumulative voting for directors would be eliminated and
(ii) the Board would be empowered, with no need for further shareholder
approval, to issue Preferred Stock in one or more series, and with
such dividend rates and rights, liquidation preferences, voting
rights, conversion rights, rights and terms of redemption and other
rights, preferences, and privileges as determined by the Board.
PURPOSE OF PROPOSAL
The Board of Directors has determined that it would be in the best interest of
the Company to amend the Articles of Incorporation (i) to eliminate cumulative
voting in order to relieve the Company of the administrative burdens related to
cumulative voting of directors in a public company and (ii) to authorize the
issuance of preferred stock in order to facilitate corporate financing and other
plans of the Company, which are intended to foster its growth and flexibility.
To facilitate the increase in capitalization and the proposed business plans of
the Company, the Board of Directors believes that the proposed amendment to the
Articles of Incorporation will assist the Company in achieving its business
objectives.
Authorizing the elimination of cumulative voting will allow shareholders to cast
one vote per share for each director elected at a meeting of the shareholders
called for such purpose.
Authorizing a new class of 1,000,000 shares of Preferred Stock will give the
Board greater flexibility in connection with the Company's future financing
requirements and other corporate purposes. The Board believes that the
complexity of modern business financing and possible future transactions require
greater flexibility in the Company's capital structure than currently exists. If
approved, this proposal would permit the Board to issue Preferred Stock from
time to time for any proper corporate purpose including acquisitions of other
businesses or properties and the raising of additional capital. Shares of
Preferred Stock could be issued publicly or privately, in one or more series,
and each series of Preferred Stock could rank senior to the Common Stock of the
Company with respect to dividends and liquidation rights. The Company does not
presently have any plans, agreements, understandings or arrangements that will,
or could result in, the issuance of any Preferred Stock approved pursuant to
this proposal.
POSSIBLE EFFECTS OF AMENDMENT REGARDING PREFERRED STOCK
The ability of the Board, without any additional shareholder approval, to issue
shares of Preferred Stock with such rights, preferences, privileges and
restrictions as determined by the Board could be employed as an anti-takeover
device. The amendment is not intended for that purpose and is not proposed in
response to any specific takeover threat known to the Board. Furthermore, this
proposal is not part of any plan by the Board to adopt anti-takeover devises and
the Board currently has no present intention of proposing anti-takeover measures
in the near future.
Even though not intended by the Board, the possible overall effect of the
amendment on the holders of Common Stock (the "Common Stock holders") may
include the dilution of their ownership interests in the Company, the
continuation of the current management of the Company, prevention of mergers
with or business combinations by the Company and the discouragement of possible
tender offers for shares of Common Stock.
Upon the conversion into Common Stock of shares of Preferred Stock issued with
conversion rights, if any, the Common Stock holders' voting power and percentage
ownership of the
Company would be diluted and such issuances could have an adverse effect on the
market price of the Common Stock. Additionally, the issuance of shares of
Preferred Stock with certain rights, preferences and privileges senior to those
held by the Common Stock could diminish the Common Stock holders' rights to
receive dividends if declared by the Board and to receive payments upon the
liquidation of the Company.
If shares of Preferred Stock are issued, approval by such shares, voting as a
separate class, could be required prior to certain mergers with or business
combinations by the Company. These factors could discourage attempts to purchase
control of the Company even if such change in control may be beneficial to the
Common Stock holders. Moreover, the issuance of voting Preferred Stock to
persons friendly to the Board could make it more difficult to remove incumbent
management and directors from office even if such changes would be favorable to
shareholders generally.
Finally, if shares of Preferred Stock are issued with conversion rights, the
attractiveness of the Company to a potential tender offeror may be diminished.
The purchase of the additional shares of Common Stock necessary to gain control
of the Company may increase the cost to a potential tender offeror and prevent
the tender offer from being made even though such offer may have been desirable
to many of the Common Stock holders.
The Board believes that the financial flexibility offered by the amendment
outweighs any of its disadvantages. To the extent the proposal may have
anti-takeover effects, the proposal may encourage persons seeking to acquire the
Company to negotiate directly with the Board, enabling the Board to consider the
proposed transaction in a non-disruptive atmosphere and to discharge effectively
its obligation to act on the proposed transaction in a manner that best serves
all the shareholders' interests. It is also the Board's view that the existence
of the Preferred Stock should not discourage anyone from proposing a merger or
other transaction at a price reflective of the true value of the Company and
which is in the interests of its shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE AMENDMENT TO THE
ARTICLES OF INCORPORATION.
PROPOSAL 4. INDEPENDENT AUDITOR
The Company has engaged Sarna & Company to provide it with audit services.
Services provided included the examination of annual financial statements,
limited review of unaudited quarterly financial information, review and
consultation regarding filings with the Securities and Exchange Commission,
assistance with management's evaluation of internal accounting controls,
consultation on financial accounting and reporting matters, and other
verification procedures. The Company does not anticipate that a representative
of Sarna & Company will be present at the annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE APPROVAL OF SARNA &
COMPANY AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE FISCAL YEAR ENDING
APRIL 30, 2001.
OTHER BUSINESS
The Board of Directors knows of no business, which will be presented for action
at the meeting other than that described in the Notice of Annual Meeting of
Shareholders. It is intended, however, that the persons authorized under the
proxies of the Board of Directors may, in the absence of instructions to the
contrary, vote or act in accordance with their judgment with respect to any
other proposal properly presented for action at the Annual Meeting.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any shareholder may present proposals on any matter which is a proper subject
for consideration by the shareholders at the 2001 Annual Meeting of
Shareholders, which the Company currently anticipates will be held on or before
November 15, 2001. In order to be considered for inclusion in the Proxy
Statement and form of proxy (or Disclosure Statement in the event proxies are
not solicited by the Board of Directors of the Company) for the 2001 Annual
Meeting of Shareholders, a proposal must be received by the Secretary of the
Company no later than 120 days prior to June 25, 2001. It is suggested that a
shareholder desiring to submit a proposal do so by sending the proposal
certified mail, return receipt requested, addressed to the Secretary of the
Company at its principal office, 1110 - 1175 Douglas Street, Victoria, British
Columbia, Canada, V8W 2E1. Detailed information for submitting proposals will be
provided upon written request addressed to the Secretary of the Company.
ADDITIONAL INFORMATION
The Company's financial statements for the fiscal year ended April 30, 2000 and
the Statements of Operations, Statements of Stockholders' Equity and Statements
of Cash Flows for the fiscal years then ended are incorporated herein by
reference to the Annual Report on Form 10-KSB to Shareholders.
THE COMPANY WILL PROVIDE A COPY OF ITS MOST RECENT FORM 10-QSB QUARTERLY REPORT
TO ITS STOCKHOLDERS UPON THEIR WRITTEN REQUEST, INCLUDING FINANCIAL STATEMENTS
AND SCHEDULES, ADDRESSED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL
OFFICE, 1110 - 1175 DOUGLAS STREET, VICTORIA, BRITISH COLUMBIA, CANADA, V8W 2E1.
----------------------
It is important that proxies be returned promptly. Therefore, shareholders who
do not expect to attend the Annual Meeting in person are requested to complete
and return the proxy card as soon as possible.
By Order of the Board of Directors
/s/ Howard Thomson
Howard Thomson
Corporate Secretary
Vancouver, British Columbia
October 23, 2000
EXHIBIT A
TO
PROXY STATEMENT
2000 Stock Option Plan
of
WORLDBID CORPORATION
A Nevada Corporation
January 17, 2000
================================================================================
1. PURPOSE OF THE PLAN
The purpose of this Plan is to strengthen WorldBid Corporation (hereinafter the
"Company") by providing incentive stock options as a means to attract, retain
and motivate key corporate personnel, through ownership of stock of the Company,
and to attract individuals of outstanding ability to render services to and
enter the employment of the Company or its subsidiaries.
2. TYPES OF STOCK OPTIONS
There shall be two types of Stock Options (referred to herein as "Options"
without distinction between such different types) that may be granted under this
Plan: (1) Options intended to qualify as Incentive Stock Options under Section
422 of the Internal Revenue Code ("Qualified Stock Options"), and (2) Options
not specifically authorized or qualified for favorable income tax treatment
under the Internal Revenue Code ("Non-Qualified Stock Options").
3. DEFINITIONS
The following definitions are applicable to the Plan:
(1) Board. The Board of Directors of the Company.
(2) Code. The Internal Revenue Code of 1986, as amended from time to time.
(3) Common Stock. The shares of Common Stock of the Company.
(4) Company. WorldBid Corporation, a Nevada corporation.
(5) Consultant. An individual or entity that renders professional services
to the Company as an independent contractor and is not an employee or
under the direct supervision and control of the Company.
(6) Disabled or Disability. For the purposes of Section 7, a disability of
the type defined in Section 22(e)(3) of the Code. The determination of
whether an individual is Disabled or has a Disability is determined
under procedures established by the Plan Administrator for purposes of
the Plan.
(7) Fair Market Value. For purposes of the Plan, the "fair market value"
per share of Common Stock of the Company at any date shall be: (a) if
the Common Stock is listed on an established stock exchange or
exchanges or the NASDAQ National Market, the closing price per share
on the last trading day immediately preceding such date on the
principal exchange on which it is traded or as reported by NASDAQ; or
(b) if the Common Stock is not then listed on an exchange or the
NASDAQ National Market, but is quoted on the NASDAQ Small Cap Market,
the NASDAQ electronic bulletin board or the National Quotation Bureau
pink sheets, the average of the closing bid and asked prices per share
for the Common Stock as quoted by NASDAQ or the National Quotation
Bureau, as the case may be, on the last trading day immediately
preceding such date; or (c) if the Common Stock is not then listed on
an exchange or the NASDAQ National Market, or quoted by NASDAQ or the
National Quotation Bureau, an amount determined in good faith by the
Plan Administrator.
(8) Incentive Stock Option. Any Stock Option intended to be and designated
as an "incentive stock option" within the meaning of Section 422 of
the Code.
(9) Non-Qualified Stock Option. Any Stock Option that is not an Incentive
Stock Option.
(10) Optionee. The recipient of a Stock Option.
(11) Plan Administrator. The board or the Committee designated by the Board
pursuant to Section 4 to administer and interpret the terms of the
Plan.
(12) Stock Option. Any option to purchase shares of Common Stock granted
pursuant to Section 7.
4. ADMINISTRATION OF THE PLAN
This Plan shall be administered by the Board of Directors or by a Compensation
Committee (hereinafter the "Committee") composed of members selected by, and
serving at the pleasure of, the Board of Directors (the "Plan Administrator").
Subject to the provisions of the Plan, the Plan Administrator shall have
authority to construe and interpret the Plan, to promulgate, amend, and rescind
rules and regulations relating to its administration, to select, from time to
time, among the eligible employees and non-employee consultants (as determined
pursuant to Section 5) of the Company and its subsidiaries those employees and
consultants to whom Stock Options will be granted, to determine the duration and
manner of the grant of the Options, to determine the exercise price, the number
of shares and other terms covered by the Stock Options, to determine the
duration and purpose of leaves of absence which may be granted to Stock Option
holders without constituting termination of their employment for purposes of the
Plan, and to make all of the determinations necessary or advisable for
administration of the Plan. The interpretation and construction by the Plan
Administrator of any provision of the Plan, or of any agreement issued and
executed under the Plan, shall be final and binding upon all parties. No member
of the Committee or Board shall be liable for any action or determination
undertaken or made in good faith with respect to the Plan or any agreement
executed pursuant to the Plan.
All of the members of the Committee shall be persons who, in the opinion of
counsel to the Company, are outside directors and "non-employee directors"
within the meaning of Rule 16b-3(b)(3)(i) promulgated by the Securities and
Exchange Commission. From time to time, the Board may increase or decrease the
size of the Committee, and add additional members to, or remove members from,
the Committee. The Committee shall act pursuant to a majority vote, or the
written consent of a majority of its members, and minutes shall be kept of all
of its meetings and copies thereof shall be provided to the Board. Subject to
the provisions of the Plan and the directions of the Board, the Committee may
establish and follow such rules and regulations for the conduct of its business
as it may deem advisable.
At the option of the Board, the entire Board of Directors of the Company may act
as the Plan Administrator during such periods of time as all members of the
Board are "outside directors" as defined in Prop. Treas. Regs. '1.162-27(e)(3),
except that this requirement shall not apply during any period of time prior to
the date the Company's Common Stock becomes registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.
5. GRANT OF OPTIONS
The Company is hereby authorized to grant Incentive Stock Options as defined in
section 422 of the Code to any employee or director (including any officer or
director who is an employee) of the Company, or of any of its subsidiaries;
provided, however, that no person who owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, or any of
its parent or subsidiary corporations, shall be eligible to receive an Incentive
Stock Option under the Plan unless at the time such Incentive Stock Option is
granted the Option price is at least 110% of the fair market
value of the shares subject to the Option, and such Option by its terms is not
exercisable after the expiration of five years from the date such Option is
granted.
An employee may receive more than one Option under the Plan. Non-Employee
Directors shall be eligible to receive Non-Qualified Stock Options in the
discretion of the Plan Administrator. In addition, Non-Qualified Stock Options
may be granted to Consultants who are selected by the Plan Administrator.
6. STOCK SUBJECT TO PLAN
The stock available for grant of Options under the Plan shall be shares of the
Company's authorized but unissued, or reacquired, Common Stock. Subject to
adjustment as provided herein, the maximum aggregate number of shares of the
Company's common stock that may be optioned and sold under the Plan is 1,087,500
shares. The maximum aggregate number of shares of the Company's common stock
that may be optioned and sold under the Plan will be increased effective the
first day of each of the Company's fiscal quarters, beginning with the fiscal
quarter commencing February 1, 2000, by an amount equal to the lesser of:
(1) The number of shares which is equal to 15% of the outstanding shares
of the Common Stock on the first day of the applicable fiscal quarter,
less the number of shares of Common Stock which may be optioned and
sold under the Plan prior to the first day of the applicable fiscal
quarter; and
(2) a lesser number of shares of Common Stock determined by the board of
directors of the Company.
The maximum number of shares for which an Option may be granted to any Optionee
during any calendar year shall not exceed three percent (3%) of the issued and
outstanding common shares of the Company. In the event that any outstanding
Option under the Plan for any reason expires or is terminated, the shares of
Common Stock allocable to the unexercised portion of the Option shall again be
available for Options under the Plan as if no Option had been granted with
regard to such shares.
7. TERMS AND CONDITIONS OF OPTIONS
Options granted under the Plan shall be evidenced by agreements (which need not
be identical) in such form and containing such provisions that are consistent
with the Plan as the Plan Administrator shall from time to time approve. Such
agreements may incorporate all or any of the terms hereof by reference and shall
comply with and be subject to the following terms and conditions:
(1) Number of Shares. Each Option agreement shall specify the number of
shares subject to the Option.
(2) Option Price. The purchase price for the shares subject to any Option
shall be determined by the Plan Administrator at the time of the
grant, but shall not be less than 85% of Fair Market Value per share.
Anything to the contrary notwithstanding, the purchase price for the
shares subject to any Incentive Stock Option shall not be less than
100% of the Fair Market Value of the shares of Common Stock of the
Company on the date the Stock Option is granted. In the case of any
Incentive Stock Option granted to an employee who owns stock
possessing more than 10% of the total combined voting power of all
classes of stock of the Company, or any of its parent or subsidiary
corporations, the Option price shall not be less than 110% of the Fair
Market Value per share of the Common Stock of the Company on the date
the Option is granted. For purposes of determining the stock ownership
of an employee, the attribution rules of Section 424(d) of the Code
shall apply.
(3) Notice and Payment. Any exercisable portion of a Stock Option may be
exercised only by: (a) delivery of a written notice to the Company
prior to the time when such Stock Option becomes unexercisable herein,
stating the number of shares bring purchased and complying with all
applicable rules established by the Plan Administrator; (b) payment in
full of the exercise price of such Option by, as applicable, delivery
of: (i) cash or check for an amount equal to the aggregate Stock
Option exercise price for the number of shares being purchased, (ii)
in the discretion of the Plan Administrator, upon such terms as the
Plan Administrator shall approve, a copy of instructions to a broker
directing such broker to sell the Common Stock for which such Option
is exercised, and to remit to the Company the aggregate exercise price
of such Stock Option (a "cashless exercise"), or (iii) in the
discretion of the Plan Administrator, upon such terms as the Plan
Administrator shall approve, shares of the Company's Common Stock
owned by the Optionee, duly endorsed for transfer to the Company, with
a Fair Market Value on the date of delivery equal to the aggregate
purchase price of the shares with respect to which such Stock Option
or portion is thereby exercised (a "stock-for-stock exercise"); (c)
payment of the amount of tax required to be withheld (if any) by the
Company, or any parent or subsidiary corporation as a result of the
exercise of a Stock Option. At the discretion of the Plan
Administrator, upon such terms as the Plan Administrator shall
approve, the Optionee may pay all or a portion of the tax withholding
by: (i) cash or check payable to the Company, (ii) a cashless
exercise, (iii) a stock-for-stock exercise, or (iv) a combination of
one or more of the foregoing payment methods; and (d) delivery of a
written notice to the Company requesting that the Company direct the
transfer agent to issue to the Optionee (or his designee) a
certificate for the number of shares of Common Stock for which the
Option was exercised or, in the case of a cashless exercise, for any
shares that were not sold in the cashless exercise. Notwithstanding
the foregoing, the Company, in its sole discretion, may extend and
maintain, or arrange
for the extension and maintenance of credit to any Optionee to finance
the Optionee's purchase of shares pursuant to the exercise of any
Stock Option, on such terms as may be approved by the Plan
Administrator, subject to applicable regulations of the Federal
Reserve Board and any other laws or regulations in effect at the time
such credit is extended.
(4) Terms of Option. No Option shall be exercisable after the expiration
of the earliest of: (a) ten years after the date the Option is
granted, (b) three Months after the date the Optionee's employment
with the Company and its subsidiaries terminates, or a Non-Employee
Director or Consultant ceases to provide services to the Company, if
such termination or cessation is for any reason other than Disability
or death, (c) one year after the date the Optionee's employment with
the Company, and its subsidiaries, terminates, or a Non-Employee
Director or Consultant ceases to provide services to the Company, if
such termination or cessation is a result of death or Disability;
provided, however, that the Option agreement for any Option may
provide for shorter periods in each of the foregoing instances. In the
case of an Incentive Stock Option granted to an employee who owns
stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company, or any of its parent or
subsidiary corporations, the term set forth in (a) above shall not be
more than five years after the date the Option is granted.
(5) Exercise of an Option. No Option shall be exercisable during the
lifetime of an Optionee by any person other than the Optionee. Subject
to the foregoing, the Plan Administrator shall have the power to set
the time or times within which each Option shall vest or be
exercisable and to accelerate the time or times of vesting and
exercise; provided, however each Option shall provide the right to
exercise at the rate of at least 20% per year over five years from the
date the Option is granted. Unless otherwise provided by the Plan
Administrator, each Option will not be subject to any vesting
requirements. To the extent that an Optionee has the right to exercise
an Option and purchase shares pursuant hereto, the Option may be
exercised from time to time by written notice to the Company, stating
the number of shares being purchased and accompanied by payment in
full of the exercise price for such shares.
(6) No Transfer of Option. No Option shall be transferable by an Optionee
otherwise than by will or the laws of descent and distribution.
(7) Limit on Incentive Stock Option. The aggregate Fair Market Value
(determined at the time the Option is granted) of the stock with
respect to which an Incentive Stock Option is granted and exercisable
for the first time by an Optionee during any calendar year (under all
Incentive Stock Option plans of the Company and its subsidiaries)
shall not exceed $100,000. To the extent the aggregate Fair Market
Value (determined at
the time the Stock Option is granted) of the Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by
an Optionee during any calendar year (under all Incentive Stock Option
plans of the Company and any parent or subsidiary corporations)
exceeds $100,000, such Stock Options shall be treated as Non-Qualified
Stock Options. The determination of which Stock Options shall be
treated as Non-Qualified Stock Options shall be made by taking Stock
Options into account in the Order in which they were granted.
(8) Restriction on Issuance of Shares. The issuance of Options and shares
shall be subject to compliance with all of the applicable requirements
of law with respect to the issuance and sale of securities, including,
without limitation, any required qualification under state securities
laws. If an Optionee acquires shares of Common Stock pursuant to the
exercise of an Option, the Plan Administrator, in its sole discretion,
may require as a condition of issuance of shares covered by the Option
that the shares of Common Stock be subject to restrictions on
transfer. The Company may place a legend on the share certificates
reflecting the fact that they are subject to restrictions on transfer
pursuant to the terms of this Section. In addition, the Optionee may
be required to execute a buy-sell agreement in favor of the Company or
its designee with respect to all or any of the shares so acquired. In
such event, the terms of any such agreement shall apply to the
optioned shares.
(9) Investment Representation. Any Optionee may be required, as a
condition of issuance of shares covered by his or her Option, to
represent that the shares to be acquired pursuant to exercise will be
acquired for investment and without a view toward distribution
thereof, and in such case, the Company may place a legend on the share
certificate(s) evidencing the fact that they were acquired for
investment and cannot be sold or transferred unless registered under
the Securities Act of 1933, as amended, or unless counsel for the
Company is satisfied that the circumstances of the proposed transfer
do not require such registration.
(10) Rights as a Shareholder or Employee. An Optionee or transferee of an
Option shall have no right as a stockholder of the Company with
respect to any shares covered by any Option until the date of the
issuance of a share certificate for such shares. No adjustment shall
be made for dividends (Ordinary or extraordinary, whether cash,
securities, or other property), or distributions or other rights for
which the record date is prior to the date such share certificate is
issued, except as provided in paragraph (m) below. Nothing in the Plan
or in any Option agreement shall confer upon any employee any right to
continue in the employ of the Company or any of its subsidiaries or
interfere in any way with any right of the Company or any subsidiary
to terminate the Optionee's employment at any time.
(11) No Fractional Shares. In no event shall the Company be required to
issue fractional shares upon the exercise of an Option.
(12) Exercise in the Event of Death. In the event of the death of the
Optionee, any Option or unexercised portion thereof granted to the
Optionee, to the extent exercisable by him or her on the date of
death, may be exercised by the Optionee's personal representatives,
heirs, or legatees subject to the provisions of paragraph (d) above.
(13) Recapitalization or Reorganization of the Company. Except as otherwise
provided herein, appropriate and proportionate adjustments shall be
made (1) in the number and class of shares subject to the Plan, (2) to
the Option rights granted under the Plan, and (3) in the exercise
price of such Option rights, in the event that the number of shares of
Common Stock of the Company are increased or decreased as a result of
a stock dividend (but only on Common Stock), stock split, reverse
stock split, recapitalization, reorganization, merger, consolidation,
separation, or like change in the corporate or capital structure of
the Company. In the event there shall be any other change in the
number or kind of the outstanding shares of Common Stock of the
Company, or any stock or other securities into which such common stock
shall have been changed, or for which it shall have been exchanged,
whether by reason of a complete liquidation of the Company or a
merger, reorganization, or consolidation with any other corporation in
which the Company is not the surviving corporation, or the Company
becomes a wholly-owned subsidiary of another corporation, then if the
Plan Administrator shall, in its sole discretion, determine that such
change equitably requires an adjustment to shares of Common Stock
currently subject to Options under the Plan, or to prices or terms of
outstanding Options, such adjustment shall be made in accordance with
such determination.
To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustment shall be made by the Plan
Administrator, the determination of which in that respect shall be
final, binding, and conclusive. No right to purchase fractional shares
shall result from any adjustment of Options pursuant to this Section.
In case of any such adjustment, the shares subject to the Option shall
he rounded down to the nearest whole share. Notice of any adjustment
shall be given by the Company to each Optionee whose Options shall
have been so adjusted and such adjustment (whether or not notice is
given) shall be effective and binding for all purposes of the Plan.
In the event of a complete liquidation of the Company or a merger,
reorganization, or consolidation of the Company with any other
corporation in which the Company is not the surviving corporation, or
the Company becomes a wholly-owned subsidiary of another corporation,
any
unexercised Options granted under the Plan shall be deemed cancelled
unless the surviving corporation in any such merger, reorganization,
or consolidation elects to assume the Options under the Plan or to
issue substitute Options in place thereof; provided, however, that
notwithstanding the foregoing, if such Options would be cancelled in
accordance with the foregoing, the Optionee shall have the right
exercisable during a ten-day period ending on the fifth day prior to
such liquidation, merger, or consolidation to exercise such Option in
whole or in part without regard to any installment exercise provisions
in the Option agreement.
(14) Modification, Extension and Renewal of Options. Subject to the terms
and conditions and within the limitations of the Plan, the Plan
Administrator may modify, extend or renew outstanding options granted
under the Plan and accept the surrender of outstanding Options (to the
extent not theretofore exercised). The Plan Administrator shall not,
however, without the approval of the Board, modify any outstanding
Incentive Stock Option in any manner that would cause the Option not
to qualify as an Incentive Stock Option within the meaning of Section
422 of the Code. Notwithstanding the foregoing, no modification of an
Option shall, without the consent of the Optionee, alter or impair any
rights of the Optionee under the Option.
(15) Other Provisions. Each Option may contain such other terms,
provisions, and conditions not inconsistent with the Plan as may be
determined by the Plan Administrator.
8. TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time terminate or amend the Plan; provided that, without
approval of the holders of a majority of the shares of Common Stock of the
Company represented and voting at a duly held meeting at which a quorum is
present or the written consent of a majority of the outstanding shares of Common
Stock, there shall be (except by operation of the provisions of paragraph (m)
above) no increase in the total number of shares covered by the Plan, no change
in the class of persons eligible to receive options granted under the Plan, no
reduction in the exercise price of Options granted under the Plan, and no
extension of the latest date upon which Options may be exercised; and provided
further that, without the consent of the Optionee, no amendment may adversely
affect any then outstanding Option or any unexercised portion thereof.
9. INDEMNIFICATION
In addition to such other rights of indemnification as they may have as members
of the Board Committee that administers the Plan, the members of the Plan
Administrator shall
be indemnified by the Company against reasonable expense, including attorney's
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein to which
they, or any of them, may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Option granted thereunder, and
against any and all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company). In
addition, such members shall be indemnified by the Company for any amount paid
by them in satisfaction of a judgment in any action, suit, or proceeding, except
in relation to matters as to which it shall have been adjudged that such member
is liable for negligence or misconduct in the performance of his or her duties,
provided however that within 60 days after institution of any such action, suit,
or proceeding, the member shall in writing offer the Company the opportunity, at
its own expense, to handle and defend the same.
10. EFFECTIVE DATE AND TERM OF THE PLAN
This Plan shall become effective (the "Effective Date") on the date of adoption
by the board of directors. Options granted under the Plan prior to shareholder
approval are subject to cancellation by the Plan Administrator if shareholder
approval is not obtained within 12 months of the date of adoption. Unless sooner
terminated by the Board in its sole discretion, this Plan will expire on January
17, 2010.
IN WITNESS WHEREOF, the Company by its duly authorized officer, has caused this
Plan to be executed as of the 17th day of January, 2000.
WORLDBID CORPORATION
/s/ Logan Anderson
Logan Anderson
President
EXHIBIT B
TO
PROXY STATEMENT
FORM OF:
AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
WORLDBID CORPORATION
TO THE SECRETARY OF STATE OF THE STATE OF NEVADA:
WORLDBID CORPORATION
(Name of Corporation)
We the undersigned, Logan Anderson, President, and Howard Thomson, Corporate
Secretary, of Worldbid Corporation, a Nevada corporation, do hereby certify that
the Board of Directors of Worldbid Corporation at a meeting duly convened, held
on the _____ day of ______, 2000, adopted a resolution to amend the articles as
follows:
Article 5 of the Articles of Incorporation of Worldbid Corporation is hereby
repealed and amended in its entirety to read as follows:
"5. Capitalization. The total number of shares of all classes of
capital stock which the Corporation is authorized to issue is 110,000,000
shares, of which 100,000,000 shares shall be common stock, each share
having a par value of $0.0001 (the "Common Stock"), and 10,000,000 shares
shall be preferred stock, each share having a par value of $0.0001 (the
"Preferred Stock").
The Preferred Stock may be divided into and issued in series. The
Board of Directors of the Corporation is authorized to divide the
authorized shares of Preferred Stock into one or more series, each of which
shall be so designated as to distinguish the shares thereof from the shares
of all other series and classes. The Board of Directors of the Corporation
is authorized, within any limitations prescribed by law and this Article,
to fix and determine the designations, rights, qualifications, preferences,
limitations and terms of the shares of any series of Preferred Stock
including but not limited to the following.
(a) The rate of dividend, the time of payment of dividends, whether
dividends are cumulative, and the date from which any dividends shall
accrue;
(b) Whether shares may be redeemed, and, if so, the redemption price
and the terms and conditions of redemption;
(c) The amount payable upon shares in the event of voluntary or
involuntary liquidation;
(d) Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
(e) The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion;
(f) Voting powers, if any, provided that if any of the Preferred Stock
or series thereof shall have voting rights, such Preferred Stock or series
shall vote only on a share for share basis with the Common Stock on any
matter, including but not limited to the election of directors, for which
such Preferred Stock or series has such rights; and
(g) Subject to the foregoing, such other terms, qualifications,
privileges, limitations, options, restrictions, and special or relative
rights and preferences, if any, of shares or such series as the Board of
Directors of the Corporation may, at the time so acting, lawfully fix and
determine under the laws of the State of Nevada.
The Corporation shall not declare, pay or set apart for payment any
dividend or other distribution (unless payable solely in shares of Common
Stock or other class of stock junior to the Preferred Stock as to dividends
or upon liquidation) in respect of Common Stock, or other class of stock
junior to the Preferred Stock, nor shall it redeem, purchase or otherwise
acquire for consideration shares of any of the foregoing, unless dividends,
if any, payable to holders of Preferred Stock for the current period (and
in the case of cumulative dividends, if any, payable to holders of
Preferred Stock for the current period and in the case of cumulative
dividends, if any, for all past periods) have been paid, are being paid or
have been set aside for payment, in accordance with the terms of the
Preferred Stock, as fixed by the Board of Directors.
In the even of the liquidation of the Corporation, holders of
Preferred Stock shall be entitled to receive, before any payment or
distribution on the Common Stock or any other class of stock junior to the
Preferred Stock upon liquidation, a distribution per share in the amount of
the liquidation preference, if any, fixed or determined in accordance with
the terms of such Preferred Stock plus, if so provided in such terms, an
amount per share equal to accumulated and unpaid dividends in respect of
such Preferred Stock (whether or not earned or declared) to the date of
such distribution. Neither the sale, lease or exchange of all or
substantially all of the property and assets of the Corporation, nor any
consolidation or merger of the Corporation, shall be deemed to be a
liquidation for the purposes of this Article."
Article 8 of the Articles of Incorporation of Worldbid Corporation is hereby
repealed and amended in its entirety to read as follows:
"Election of Directors. At all election of directors of the Corporation,
each stockholder possessing voting power is entitled to cast one vote per
share for each director being elected. There shall be no cumulative voting."
The number of shares of the corporation outstanding and entitled to vote on an
amendment of the Articles of Incorporation is 14,550,000, and the said changes
and amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
----------------------------
Logan Anderson, President,
-----------------------------
Howard Thomson, Corporate Secretary
ACKNOWLEDGEMENT
Province/State of ----------------
County/City of -------------------
On ----------------, personally appeared before me, a Notary Public, Logan
Anderson, President, and Howard Thomson, Corporate Secretary, who acknowledged
that they executed the above instrument.
NOTARY SEAL
--------------------------------
--------------------------------
(print name)
My commission expires on:
--------------------------------
PROXY
WORLDBID CORPORATION
1110 - Douglas Street
Victoria, B.C.
Canada
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WORLDBID
CORPORATION
The undersigned hereby appoints Scott Wurtele and Paul Wagorn as Proxies, each
with the power to appoint their substitute, and hereby appoints and authorizes
either of them to represent and vote as designated below, all the shares of
Common Stock, $.001 par value, of Worldbid Corporation (the "Company") held of
record by the undersigned on October 18, 2000, at the annual meeting of
shareholders to be held on Monday, November 6, 2000, or any adjournment thereof.
1. Election of five (5) directors:
FOR Scott Wurtele as a Director [ ]
WITHHOLD AUTHORITY to vote for Scott Wurtele [ ]
FOR Paul Wagorn as Director [ ]
WITHHOLD AUTHORITY to vote for Paul Wagorn [ ]
FOR Howard Thomson as Director [ ]
WITHHOLD AUTHORITY to vote for Howard Thomson [ ]
FOR Logan Anderson as Director [ ]
WITHHOLD AUTHORITY to vote for Logan Anderson [ ]
FOR Lloyd Baron as Director [ ]
WITHHOLD AUTHORITY to vote for Lloyd Baron [ ]
Alternatively:
FOR the nominee listed below [ ]
------------------------
FOR the nominee listed below [ ]
------------------------
2. To consider and act upon a proposal to ratify and approve the Company's
2000 Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To consider and act upon a proposal to approve the Amendment of the
Articles of Incorporation of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To ratify the selection of Sarna & Company, as independent auditor for the
Company for the fiscal year ending April 30, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To transact such other business as may properly come before the meeting or
any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR EACH OF THE PERSONS NOMIATED AS DIRECTORS AND FOR PROPOSALS 2, 3, 4
AND 5.
Number of Shares: -------------
Please sign exactly as name appears below. When shares are held by joint
tenants, both Should sign. When signing as attorney, as 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.
Please Print Name: ------------------------------
Date: --------------------, 2000
------------------------------
Signature
------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.