SEC 1913 Persons who potentially are to respond to the collection of information
contained in this form are not (1-2000) required to respond unless the form
displays a currently valid OMB control number.
===============================
OMB APPROVAL
===============================
OMB Number: 3235-0059
===============================
Expires: December 31, 2002
===============================
Estimated average burden
hours per response. . . 13.12
===============================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential,for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-12
Digital Courier Technologies, 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:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
3) Filing Party:
- --------------------------------------------------------------------------------
4) Date Filed:
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
January 15, 2002 (December 31, 2001)
------------------------------------
Date of Report (Date of Earliest Event Reported)
DIGITAL COURIER TECHNOLOGIES, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-20771 87-0461586
-------- ------- ----------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
348 East 6400 South, Suite 220, Salt Lake City, Utah 95035
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(801) 266-5390
--------------
(Registrant's telephone number, including area code)
N/A
---
(Former Name or Former Address if Changed Since Last Report)
Item 1. Changes in Control of Registrant
On December 31, 2001, the Company issued one share of Series B
Preferred Stock to Becky Takeda, John Hanlon, James Condon, and Evan Levine,
each a current member of the Company's Board of Directors, at a purchase price
of $1.00 per share. The terms of the Series B Preferred Stock allow the holders,
voting as one class, to elect 4 directors at each annual or special meeting at
which directors are elected, or pursuant to any election of directors by written
consent of the shareholders. A Series B director may be removed by a majority of
the then serving directors with or without cause. If a Series B director is
removed from the Board of Directors, voluntarily or otherwise, the Series B
Preferred Stock held by such Series B director shall automatically convert into
shares of common stock.
The Series B Preferred Stock rights may be amended or repealed by any
of the following: (i) a vote of at least 70% of the Company's shareholders
voting at a meeting with a record date on or prior to February 15, 2002, (ii) a
vote of at least 60% of the Company's shareholders voting at a meeting with a
record date after February 15, 2002, (iii) approval of at least 80% of
shareholders of the Company acting by written consent, or (iv) unanimous
approval (by vote or written consent) of the Series B Preferred shareholders
voting as one class. The voting rights of the Series B Preferred Stock terminate
automatically on June 30, 2003. To date, the Series B shareholders have not
voted their Series B stock in favor of any directors.
To the Company's knowledge, each of the board members to whom the
Company issues Series B Preferred Stock beneficially owns, directly or
indirectly, less than 1% of the voting securities of the Company.
On January 3, 2002, the registrant issued the press release
incorporated by reference herein as Exhibit 99.
In connection with the above-described transactions, Digital Courier
Technologies, Inc. intends to file a proxy statement and other materials with
the Securities and Exchange Commission. Security holders are urged to read the
proxy statement and these other materials when they become available because
they will contain important information. Security holders may obtain a free copy
of the proxy statement and these other materials when they become available, as
well as other materials filed with the Securities and Exchange Commission
concerning Digital Courier Technologies, Inc., at the Securities and Exchange
Commission's web site at http://www.sec.gov. Security holders of Digital Courier
Technologies, Inc. may also obtain for free the proxy statement and other
documents filed by Digital Courier Technologies, Inc. with the Securities and
Exchange Commission in connection with the above-described transactions by
directing a request to Evan Levine, Interim Chief Executive Officer, Digital
Courier Technologies, Inc., 348 East 6400 South, Suite 220, Salt Lake City, Utah
84107 telephone: (801) 266-5390.
Digital Courier Technologies, Inc. and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
Digital Courier Technologies, Inc. stockholders with respect to the upcoming
annual meeting of stockholders. Information regarding these directors and
executive officers, including their ownership of Digital Courier Technologies,
Inc. common stock, will be contained in Digital Courier Technologies, Inc.'s
definitive proxy statement relating to the meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: January 15, 2002 DIGITAL COURIER TECHNOLOGIES, INC.
By: /s/ John J. Hanlon
----------------------
John J. Hanlon
President and Chief Financial Officer
Exhibit Index
-------------
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
99 Text of press release dated January 3, 2002 announcing sale of
Series B Preferred Stock to Current Board Members
EXHIBIT 99
DCTI ISSUES SERIES B PREFERRED STOCK
Salt Lake City, Utah - January 3, 2002--Digital Courier Technologies,
Inc. (OTC: DCTI) announced today that it has issued one share of Series B
Preferred Stock to each current member of the Board of Directors. The issuance
of the Series B Preferred Stock is intended to create a mechanism whereby the
Company's shareholders are assured a fair process for electing members to the
Company's Board, including an opportunity to review accurate and fair proxy
solicitations. The terms of the Series B Preferred Stock allow the holders,
voting as one class, to elect 4 directors at each annual or special meeting at
which directors are elected, or pursuant to any election of directors by written
consent of the shareholders. A Series B director may be removed by a majority of
the then serving directors with or without cause. The Series B Preferred Stock
rights may be amended or repealed by any of the following: a vote of at least
70% of the Company's shareholders voting at a meeting with a record date on or
prior to February 15, 2002, a vote of at least 60% of the Company's shareholders
voting at a meeting with a record date after February 15, 2002, approval of at
least 80% of shareholders of the Company acting by written consent, or unanimous
approval (by vote or written consent) of the Series B Preferred shareholders
voting as one class. The voting rights of the Series B Preferred Stock terminate
automatically on June 30, 2003.
About DCTI
DCTI is at the forefront of Internet payment technology. A recognized
specialist in risk management and fraud control, DCTI provides secure, reliable,
and fully integrated payment software and systems for Internet merchants,
financial institutions, and merchant service providers. Payment features of the
DCTI system include advanced validation, fraud screening, payment authorization,
settlement, and real-time reporting. DCTI's notable client base and affiliations
include U.S. and international banks and merchants and ongoing development
partnerships with industry leaders such as Equifax, Global Payments, and TSAI.
For more information, please visit www.dcti.com.
Investor Contact for DCTI:
John Hanlon, President and Chief Financial Officer, DCTI, (801)
266-5390 ext. 211
In connection with the above-described transactions, Digital Courier
Technologies, Inc. intends to file a proxy statement and other materials with
the Securities and Exchange Commission. Security holders are urged to read the
proxy statement and these other materials when they become available because
they will contain important information. Security holders may obtain a free copy
of the proxy statement and these other materials when they become available, as
well as other materials filed with the Securities and Exchange Commission
concerning Digital Courier Technologies, Inc., at the Securities and Exchange
Commission's web site at http://www.sec.gov. Security holders of Digital Courier
Technologies, Inc. may also obtain for free the proxy statement and other
documents filed by Digital Courier Technologies, Inc. with the Securities and
Exchange Commission in connection with the above-described transactions by
directing a request to Evan Levine, Interim Chief Executive Officer, Digital
Courier Technologies, Inc., 348 East 6400 South, Suite 220, Salt Lake City, Utah
84107 telephone: (801) 266-5390.
Digital Courier Technologies, Inc. and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
Digital Courier Technologies, Inc. stockholders with respect to the upcoming
annual meeting of stockholders. Information regarding these directors and
executive officers, including their ownership of Digital Courier Technologies,
Inc. common stock, will be contained in Digital Courier Technologies, Inc.'s
definitive proxy statement relating to the meeting.