SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
SS.240.14a-11(c) or SS.240.14a-12
CAREERENGINE NETWORK INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
2) Aggregate number of securities to which transaction applies:
N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
N/A
4) Proposed maximum aggregate value of transaction:
N/A
5) Total fee paid:
N/A
[ ] 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: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
[CAREERENGINE LETTERHEAD]
CAREERENGINE NETWORK, INC.
2 World Trade Center
Suite 2112
New York, New York 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, JUNE 1, 2000
The Annual Meeting of Stockholders of CareerEngine Network, Inc. (formerly
Helmstar Group, Inc.) (the "Company") will be held at the offices of Richard A.
Eisner & Company, LLP, 575 Madison Avenue, 8th Floor, New York, New York 10022,
on Thursday, June 1, 2000 at 3:00 p.m. for the following purposes:
1. To elect two (2) Directors to serve for a term of three (3) years;
2. To ratify the selection of independent public accountants for 2000; and
3. To transact such other business as may properly come before the meeting
and any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 14, 2000 as the
record date for determining the stockholders entitled to notice of and to vote
at the Annual Meeting and any adjournment or postponement thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT
YOU PROMPTLY COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY. IF YOU ATTEND THE
MEETING YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON IF YOU DESIRE.
By Order of the Board of Directors
Anthony S. Conigliaro
Secretary
New York, New York
April 28, 2000
[CAREERENGINE LETTERHEAD]
CAREERENGINE NETWORK, INC.
2 World Trade Center
Suite 2112
New York, New York 10048
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of CareerEngine Network, Inc. (formerly Helmstar
Group, Inc.), a Delaware corporation (the "Company"), of proxies for use in
voting at the Annual Meeting of Stockholders to be held at the offices of
Richard A. Eisner & Company, LLP, 575 Madison Avenue, 8th Floor, New York, New
York 10022, on Thursday, June 1, 2000 at 3:00 p.m., and any adjournment or
postponement thereof, for the purposes set forth in the attached Notice of
Annual Meeting. The approximate date on which this Proxy Statement and the
accompanying proxy will be mailed to stockholders is April 28, 2000. The
Company's Annual Report, including financial statements, is being mailed to
stockholders along with this Proxy Statement. The shares represented by the
proxies received, properly dated and executed and not revoked, will be voted at
the Annual Meeting. A proxy may be revoked in writing at any time before it is
exercised by filing with the Secretary of the Company at its principal office, 2
World Trade Center, Suite 2112, New York, New York 10048, an instrument of
revocation or a duly executed proxy bearing a later date. A proxy may also be
revoked by attendance at the meeting and election to vote in person.
On the matters coming before the Annual Meeting, shares for which
proxies are received will be voted in accordance with choices specified by the
stockholders by means of the ballot on the proxy. If no choice is specified,
each share will be voted FOR the election of the two (2) nominees for Director
listed in this Proxy Statement and FOR approval of Proposal 2 described in the
attached notice and in this Proxy Statement.
The close of business on April 14, 2000 has been fixed as the record
date for determining the stockholders entitled to notice of and to vote at the
Annual Meeting and any adjournment or postponement thereof. As of the close of
business on such date, the Company had 5,437,273 shares of Common Stock, $.10
par value, outstanding. Each outstanding share of Common Stock is entitled to
one vote on all matters submitted for a vote of stockholders at the Annual
Meeting.
A majority of the outstanding shares of Common Stock of the Company
will constitute a quorum for the transaction of business at the Annual Meeting,
but if a quorum is not present, in person or by proxy, the meeting may be
adjourned from time to time until a quorum is obtained.
The expense of printing and mailing proxy materials will be borne by
the Company. In addition to the solicitation of proxies by mail, solicitation
may be made by certain Directors, officers and other employees of the Company by
personal interview, telephone or telegraph. No additional compensation will be
paid for such solicitation. Copies of solicitation material will be furnished to
brokerage houses, fiduciaries and custodians to forward to beneficial owners of
Common Stock held in their names. The Company will reimburse those persons for
their reasonable expenses in forwarding solicitation material to such beneficial
owners.
1
MANAGEMENT
Board of Directors
Under the Company's By-Laws, the Board of Directors is divided into
three classes. Members of each class are elected to serve for a term of three
years and until their successors are elected or until their resignation, removal
or ineligibility.
During 1999, the Board had 4 meetings.
The Company's By-Laws provide for an Executive Committee consisting of
the Chairman of the Board and not less than two other Directors to exercise the
powers of the Board during the intervals between meetings of the Board. During
1999, the Executive Committee consisting of Messrs. George W. Benoit and Charles
W. Currie had 5 meetings.
The Board has an Audit Committee consisting of Directors who are not
employees of the Company. This committee discusses audit and financial reporting
matters with both management and the Company's independent public accountants.
To ensure independence, the independent public accountants may meet with the
Audit Committee with or without the presence of management representatives.
During 1999, the Audit Committee consisting of Messrs. Joseph J. Anastasi,
Charles W. Currie, David W. Dube and James J. Murtha had 1 meeting.
The Board has a Compensation Committee for the purpose of reviewing the
compensation of officers and employees of the Company and making recommendations
to the Board with respect thereto. During 1999, the Compensation Committee
consisting of Messrs. Benoit, Currie and Dube had 3 meetings.
The Board has a Nominating Committee to propose nominees for election
to the Board. During 1998, the Nominating Committee consisting of Messrs.
Benoit, Anastasi, Murtha and Dube had 1 meeting. The Nominating Committee will
consider suggestions for potential nominees submitted by stockholders if mailed
to the Chairman of the Board.
The Board has an Incentive Compensation Committee for the purpose of
administering and making incentive compensation awards under the Company's 1990
Incentive Compensation Plan. During 1999, the Incentive Compensation Committee
consisting of Messrs. Benoit, Currie, and Dube had 2 meetings.
Each Director attended at least 75% of the aggregate of the total
number of Board meetings and meetings of all committees of the Board on which he
serves.
Election of Directors
Two Directors whose terms expire at the Annual Meeting have been
nominated for reelection for a term of three years. They are Charles W. Currie
and Kevin J. Benoit.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THESE NOMINEES AND IT IS
INTENDED THAT THE PROXIES RECEIVED WILL BE VOTED "FOR" THESE NOMINEES UNLESS
OTHERWISE PROVIDED THEREIN. THE BOARD KNOWS OF NO REASON WHY ANY OF THESE
NOMINEES WILL BE UNABLE TO SERVE, BUT, IN SUCH EVENT, THE PROXIES RECEIVED WILL
BE VOTED FOR SUCH SUBSTITUTE NOMINEE AS THE BOARD MAY RECOMMEND.
Directors and Executive Officers
There are no family relationships among any of the Directors or
executive officers of the Company, other than Kevin J. Benoit, who is the son of
George W. Benoit, Chairman of the Company.
2
The Company does not pay Directors who are employees of the Company any
fees for serving as Directors, but reimburses them for their out-of-pocket
expenses in connection with such duties. The Company pays Directors who are not
employees of the Company an annual retainer of $12,000 plus expenses incurred
for attending meetings of the Board, Annual Stockholders Meetings and for each
meeting of a committee of the Board not held in conjunction with a Board
meeting.
Nominees for Director FOR A 3 YEAR TERM
CHARLES W. CURRIE, 57, has been a Director of the Company since 1986.
Mr. Currie has been a partner with Asset Management Services LLC, a company that
provides marketing services to investment managers, since August 1996. From June
1993 to July 1996, he was a Senior Vice President with Pryor, McClendon, Counts
& Co., Inc., investment bankers. From July 1990 to June 1993, Mr. Currie was a
Vice President with Reinoso & Co., Inc., a municipal bond dealer.
KEVIN J. BENOIT, 37, has been a Director of the Company since August,
1999. He is the sole principal of Stratford Capital Management, Inc., an
investment management firm, and an employee of the Company. Mr. Benoit is a
registered C.T.A. and C.P.O. and specializes in arbitrage and hedging
strategies. His business experience includes employment with Prudential
Securities, Inc. (1987-1995) as Vice President of Arbitrage and Hedging in their
Municipal Bond Department, and Bear, Stearns, Inc. (1984-1987) where he served
in a similar capacity. Mr. Benoit received his bachelor's degree (BA-Economics)
from the University of Rochester and his master's degree (MBA) from Fordham
University. He is the son of the Company's Chairman, George W. Benoit.
Directors Continuing in Office
GEORGE W. BENOIT, 63, has been President of the Company and a Director
since 1971. His current term as a Director expires in 2001. In addition, Mr.
Benoit has been Chairman of the Board of Directors since 1972.
DAVID W. DUBE, 44, has been a Director of the Company since June 1996.
His current term as a Director expires in 2001. Mr. Dube is a private investor
with active interests in various real estate, financial services and giftware
companies. He was Senior Vice President and Chief Financial Officer of FAB
Capital Corp., a merchant banking and securities investment firm, and served in
various other capacities through October 1999. Mr. Dube was President and Chief
Executive Officer of Optimax Industries, Inc., a publicly-traded company with
operating interests in the horticultural, decorative giftware and truck parts
accessories industries, from July 1996 to September 1997. From February 1991 to
June 1996, he was the principal of Dube & Company, a financial consulting firm.
Mr. Dube serves on the Boards of Directors of publicly-traded Kings Road
Entertainment, Inc., New World Wine Communications, Ltd., and SafeScience, Inc.
and several privately-held enterprises. Mr. Dube is a certified public
accountant in the State of New Hampshire and holds general and principal
securities licenses.
JOSEPH G. ANASTASI, 63, has been a Director of the Company since
September 1986. His current term expires in 2002. Since 1960, Mr. Anastasi has
been owner and president of Montgomery Realty Company, Inc., a firm specializing
in commercial sales, development consulting and property management. He was
president of The Anastasi Stephens Group, Inc. which was engaged in real estate
development and was the general partner of Muirkirk Manor Associates Limited
Partnership. Muirkirk Manor filed bankruptcy in December 1994 and it was
discharged in December 1995. The Anastasi Stephens Group, Inc. has been inactive
since that time.
JAMES J. MURTHA, 51, has been a Director of the Company since December
1986. His current term expires in 2002. Since June 1997, Mr. Murtha has been
self-employed as a real estate investor. From August 1994 to June 1997, Mr.
Murtha held the position of President of Kenwood Capital, L.P. He was the
President of Kenwood Holdings, Inc. from February 1992 through August 1994. Both
companies focus on real estate investments. In June 1997, Mr. Murtha filed a
petition for personal bankruptcy, which was discharged in August 1998.
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information, as of March 31, 2000,
concerning the beneficial ownership of the Company's Common Stock by (i) each
Director of the Company and (ii) all Directors and executive officers of the
Company as a group.
Beneficial Ownership
--------------------
Number of
Name Shares Percent
- ---- ------ -------
George W. Benoit (1) 1,610,920 29.63%
Kevin J. Benoit (2) (3) 311,300 5.73
Charles W. Currie (4) 271,780 5.00
Joseph G. Anastasi 2,200 (5)
David W. Dube 4,000 (5)
All Directors and executive officers as a group (6 persons) 2,225,700 40.93%
- -------------------------
(1) Includes options to purchase 37,500 shares of Common Stock.
(2) Includes 21,000 shares of Common Stock held in the Kevin J. Benoit 1998
Family Trust, of which Kevin J. Benoit is the Trustee. Mr. Benoit
disclaims any beneficial ownership of such shares.
(3) Includes options to purchase 20,000 shares of Common Stock.
(4) Includes 200 shares of Common Stock owned by Mr. Currie's wife as to
which Mr. Currie disclaims any beneficial ownership.
(5) Less than 1 percent.
Officers, Directors and persons who own more than ten percent of a
registered class of the Company's equity securities are required by Section
16(a) of the Exchange Act to file reports of ownership and changes in ownership
with the Commission. Officers, Directors and greater than ten-percent
shareholders are required by the Commission's rules to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or representations that no Forms 5 were required, the Company believes
that all Section 16(a) filing requirements were complied with in a timely
manner.
The following table sets forth information, as of March 31, 2000,
concerning the beneficial ownership of the Company's Common Stock by each
stockholder known by the Company to own more than 5% of the outstanding Common
Stock.
Beneficial Ownership
--------------------
Number of
Name and Address Shares Percent
---------------- ------ -------
George W. Benoit (1) 1,610,920 29.63%
CareerEngine Network, Inc.
2 World Trade Center
New York, NY 10048
Kevin J. Benoit (2) (3) 311,300 5.73
CareerEngine Network, Inc.
2 World Trade Center
New York, NY 10048
4
Beneficial Ownership
--------------------
Number of
Name and Address Shares Percent
---------------- ------ -------
Barry W. Blank (4) 359,800 6.62
P.O. Box 32056
Phoenix, AZ 85064
Charles W. Currie (5) 271,780 5.00
Asset Management Services LLC
39 Broadway
New York, NY 10006
(1) Includes options to purchase 37,500 shares of Common Stock.
(2) Includes 21,000 shares of Common Stock held in the Kevin J. Benoit 1998
Family Trust, of which Kevin J. Benoit is the Trustee. Mr. Benoit
disclaims any beneficial ownership of such shares.
(3) Includes options to purchase 20,000 shares of Common Stock.
(4) This information was confirmed to the Company by Mr. Blank on April 1,
2000.
(5) Includes 200 shares of Common Stock owned by Mr. Currie's wife as to
which Mr. Currie disclaims any beneficial ownership.
Executive Officer Compensation
The following table shows, for the fiscal years ending December 31,
1999, 1998 and 1997, the cash and other compensation paid or accrued to the
named executives for services in all capacities.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------
Name and All Other
Principal Position Year Salary Bonus Compensation (a)
- ------------------ ---- ------ ----- ----------------
George W. Benoit 1999 $201,571 $36,067
Chairman of the Board 1998 201,414 $ 50,000 36,344
of Directors, President 1997 201,830 200,000 36,576
Anthony S. Conigliaro 1999 70,962
Vice President and
Chief Financial Officer,
Treasurer and Secretary
Thomas J. Ferrara 1999 132,259 50,000
President, CareerEngine, Inc., 1998 62,307
a wholly-owned subsidiary of
CareerEngine Network, Inc.
Kevin J. Benoit 1999 143,750 145,000
Vice President, Randolph,
Hudson & Co., Inc.,
a wholly-owned subsidiary of
the Company
(a) Company's share of insurance premium on Split Dollar Life Insurance
Agreement.
5
Executive compensation can vary widely from year to year. The Company
may pay discretionary bonuses to its salaried employees. Bonuses are determined
by the Compensation Committee of the Board of Directors.
COMPENSATION PURSUANT TO PLANS
401(k) Cash or Deferred Compensation Plan. The Company maintains a
tax-qualified 401(k) cash or deferred compensation plan that covers all eligible
employees, as defined, who have completed three months of service and attained
age 21. Participants are permitted, within the limitations imposed by the
Internal Revenue Code, to make pre-tax contributions to the plan pursuant to
salary reduction agreements. The Company may, in its discretion on an annual
basis, make additional contributions. The contributions of the participants and
the Company are held in separate accounts. Participants are always fully vested
in both accounts.
1990 Incentive Compensation Plan. The stockholders approved the
Company's 1990 Incentive Compensation Plan (the "Plan") on June 7, 1990. On June
5, 1996, the Plan was amended to increase the number of shares available for
grant (the "Amended Plan"). Pursuant to the Amended Plan, 750,000 shares of the
Company's Common Stock have been reserved for issuance to officers and other key
employees as incentive or nonqualified stock options, stock appreciation rights
("SARs") or restricted stock awards. Incentive stock options must have an
exercise price per share equal to no less than the fair market value of the
Company's Common Stock on the date of grant (110% in the case of a 10%
stockholder). Incentive stock options may not be exercised after 10 years from
the date of grant (five years in the case of a 10% stockholder). Nonqualified
stock options cannot be exercised prior to one year or after ten years from the
date of grant. Concurrently with nonqualified options granted, participants may
also receive SARs. SARs will provide participants with cash equal to the
difference between the fair market value of the number of shares for which the
SAR award is exercised and the exercise price of nonqualified stock options on
the date the SAR award is exercised. Restricted stock will be subject to
restrictions which will render such shares subject to forfeiture. Additionally,
restricted stock will be nontransferable during the period any restrictions
apply. The Board of Directors has established an Incentive Compensation
Committee to administer the Plan. No member of such committee shall be eligible
to receive any type of award under the Plan. During 1992, options to purchase an
aggregate of 150,000 shares were granted to employees, none of whom were
executive officers. During 1996, options to purchase 50,000 of those shares
expired. On April 7, 1999, options to purchase 460,000 shares were granted to
various employees, including George W. Benoit (150,000), Kevin J. Benoit
(100,000) and Thomas J. Ferrara (100,000). No other awards have been made under
the Plan and no options have been exercised. The Plan was terminated on June 3,
1999.
1999 Stock Option Plan. The Stockholders approved the 1999 Stock Option
Plan (the "99 Plan"), which provides, among other matters, for incentive and
non-qualified stock options to purchase 350,000 shares of Common Stock. The
purpose of the 99 Plan is to provide incentives to officers, key employees,
directors, independent contractors and agents whose performance will contribute
to the long-term success and growth of the Company, to strengthen the ability of
the Company to attract and retain officers, key employees, directors,
independent contractors and agents of high competence, to increase the identity
of interests of such people with those of the Company's stockholders and to help
build loyalty to the Company through recognition and the opportunity for stock
ownership. The 99 Plan is administered by the Incentive Compensation Committee
of the Board.
The 99 Plan permits the granting of both incentive stock options and
non-qualified stock options. Generally, the option price of both incentive stock
options and non-qualified stock options must be at least equal to 100% of the
fair market value of the shares on the date of grant. The maximum term of each
option is ten years. For any participant who owns shares possessing more than
10% of the voting rights of the Company's outstanding shares of Common Stock,
the exercise price of any incentive stock option must be at least equal to 110%
of the fair market value of the shares subject to such option on the date of
grant and the term of the option may not be longer than five years. Options
become exercisable at such time or times as the Board may determine at the time
it grants options.
6
Under the 99 Plan, incentive stock options may be granted only to
officers and employees and non-qualified stock options may be granted to
officers, employees as well as directors, independent contractors and agents.
Persons eligible to receive options consist primarily of three (3) officers and
ten (10) key employees.
The 99 Plan expires on March 31, 2009 unless earlier terminated or
suspended by the Board. The 99 Plan may be amended, terminated or modified by
the Board at any time, except that the Board may not, without approval by a vote
of the stockholders of the Company (i) increase the maximum number of shares for
which options may be granted under the 99 Plan, (ii) change the persons eligible
to participate in the 99 Plan, or (iii) materially increase the benefits
accruing to participants under the 99 Plan. No such termination, modification or
amendment may affect the rights of an optionee under an outstanding option or
the grantee of an award. During 1999, no awards have been made under the 99 Plan
and no options have been exercised.
Split Dollar Life Insurance Agreement. The Company's Chairman, George
W. Benoit, is presently the owner and holder of 1,610,920 shares of the
Company's Common Stock. The Company has been advised that on the death of George
Benoit, his estate may be required to publicly sell all or substantially all of
such shares to satisfy estate tax obligations. The public sale of all such
shares might destabilize the market for the Company's publicly traded stock.
Accordingly, as of January 20, 1995, the Company entered into an agreement
(commonly known as a split dollar life insurance agreement) with a trust created
by Mr. Benoit (the "Trust"). Under the terms of the agreement, the Company will
pay the premiums for a $1,000,000 life insurance policy on the life of Mr.
Benoit. The Trust has granted an interest in the policy to the Company to the
extent of the sum of all premium payments made by the Company. These
arrangements are designed so that if the assumptions made as to mortality
experience, policy dividends and other factors are realized upon Mr. Benoit's
death or the surrender of the policy, the Company will recover all of its
insurance premium payments. The portion of the premium paid by the Company in
1999 pursuant to this arrangement was $36,067.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has selected Richard A.
Eisner & Company, LLP, as independent public accountants to audit the financial
statements of the Company and its subsidiaries for the fiscal year 2000. This
selection is being presented to the stockholders for their ratification at the
Annual Meeting. The firm of Richard A. Eisner & Company, LLP, has audited the
Company's financial statements since 1987.
It is expected that representatives of Richard A. Eisner & Company,
LLP, will attend the Annual Meeting and will have the opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
stockholder questions.
Ratification of the selection of Richard A. Eisner & Company, LLP, as
independent public accountants will require the affirmative vote of a majority
of the shares present in person or represented by proxy at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" SUCH RATIFICATION AND,
UNLESS A STOCKHOLDER SIGNIFIES OTHERWISE, THE PERSONS NAMED IN THE PROXY WILL SO
VOTE.
7
OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters to be presented for action at the Annual Meeting. Should any other
matter come before the Annual Meeting, however, the persons named in the
enclosed proxy will have discretionary authority to vote all proxies with
respect to such matters in accordance with their judgment.
In order for stockholders' proposals for the 2001 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's Proxy Statement, they
must be received by the Company at its principal office in New York, New York,
prior to January 1, 2001.
A copy of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-KSB (without exhibits) will be provided without charge to
any stockholder who submits a written request addressed to the Secretary of the
Company.
By Order of the Board of Directors
/s/ Anthony S. Conigliaro
--------------------------
Anthony S. Conigliaro
Secretary
April 28, 2000
REVOCABLE PROXY
CAREERENGINE NETWORK, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Revoking any such prior appointment, the undersigned hereby appoints George
W. Benoit and David W. Dube, and each of them, attorneys and agents, with power
of substitution to vote as Proxy for the undersigned as herein stated, at the
Annual Meeting of Stockholders of CareerEngine Network, Inc (the "Company"), to
be held at the offices of Richard A. Eisner & Company, LLP, 575 Madison Avenue,
8th Floor, New York, New York 10022, on Thursday, June 1, 2000 at 3:00 p.m., and
at any adjournments thereof, with respect to the number of shares the
undersigned would be entitled to vote if personally present.
1. Election of Directors: To elect
With- For All
[ ] For [ ] hold [ ] Except
the nominees listed below:
Charles W. Currie
Kevin J. Benoit
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. Proposal to ratify the selection of independent public accountants.
[ ] For [ ] Against [ ] Abstain
Check the appropriate box to indicate the manner in which you direct the
proxies to vote your shares.
The Board of Directors recommends a vote FOR the election of the nominees
and FOR Proposal 2.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED (1) FOR THE ELECTION OF
THE DIRECTORS AND (2) FOR THE PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS, IF NO INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN ITEMS
(1) AND (2) ABOVE, AND IN THE DISCRETION OF THE NAMED ATTORNEYS AND AGENTS ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
The stockholder(s) hereby acknowledge(s) receipt of a copy of the Proxy
Statement relating to such Annual Meeting.
Please be sure to sign and date
this Proxy in the box below.
________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
CAREERENGINE NETWORK, INC.
Your signature should appear the same as your name appears hereon. If signing as
attorney, executor, administrator, trustee or guardian, please indicate the
capacity in which you are signing. When signing as joint tenants, all parties to
the joint tenancy must sign. When the proxy is given by a corporation, it should
be signed by an authorized officer.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY