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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/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
January 18, 2002 (January 07, 2002)
-----------------------------------
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)
Registrant's telephone number, including area code: (801) 266-5390
--------------
N/A
---
(Former Name or Former Address if Changed Since Last Report)
Item 5. Other Events
On January 7, 2002, the Company, filed a lawsuit in the United States
District Court for the Northern District of California in response to the
"Consent Statement" filed in December by a group of shareholders led by James
Egide, the Company's onetime Chairman and CEO (the "Egide Group"). The complaint
alleges the Consent Statement is false and misleading and violates the
Securities Exchange Act of 1934 and Securities and Exchange Commission Rules. In
addition, the complaint charges that the Consent Statement omits material
information about DCTI. The Company seeks damages and an injunction prohibiting
the Egide Group from soliciting shareholder consents and prohibiting the voting
of any shares pursuant to the Consent Statement until the Egide Group files a
truthful and non-misleading Consent Statement.
On January 15, 2002, the Company converted all outstanding shares of
Series B Preferred Stock, which had been issued on December 31, 2001 to each of
the then current members of the Company's Board of Directors, to one share each
of common stock of the Company. A total of 4 shares of common stock were issued
pursuant to the conversion of the Series B Preferred Stock. No shares of Series
B Preferred Stock remain outstanding.
On January 18, 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 18, 2002 DIGITAL COURIER TECHNOLOGIES, INC.
By: /s/ John J. Hanlon
----------------------
John Hanlon
President and Chief Financial Officer
Exhibit Index
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
99 Text of press release dated January 18, 2002 announcing the
lawsuit and conversion of Series B Preferred Stock.
EXHIBIT 99
DCTI ANNOUNCES LAWSUIT AGAINST EGIDE GROUP AND CONVERTS SERIES B PREFERRED STOCK
Salt Lake City, Utah - January 18, 2002--Digital Courier Technologies,
Inc. (OTC: DCTI) announced today that it has filed a lawsuit in the United
States District Court for the Northern District of California in response to the
false and misleading "Consent Statement" filed in December by a group of
shareholders led by James Egide, the Company's onetime Chairman and CEO (the
"Egide Group"). The complaint alleges the Consent Statement is false and
misleading and violates the Securities Exchange Act of 1934 and Securities and
Exchange Commission Rules. In addition, the complaint charges that the Consent
Statement omits material information about DCTI. The Egide Group wrongly charges
that current management, which has served only a brief time, with responsibility
for DCTI's cash flow and other financial problems that have resulted from the
Company's being required to write down the value of various acquisitions and
incur charges for uncollectible chargebacks and credit card association fines.
These write downs total more than $188 million and the Company has incurred over
$7 million in uncollectible chargebacks and fines. Management believes these
problems are the result of actions taken by Egide and other members of the Egide
Group who were formerly responsible for managing DCTI. The Company seeks damages
and an injunction prohibiting the Egide Group from soliciting shareholder
consents and prohibiting the voting of any shares pursuant to the Consent
Statement until the Egide Group files a truthful and non-misleading Consent
Statement.
"We believe the story told by the Egide Group in the Consent Statement
is incomplete, and so dramatically distorts the facts to make it false," said
John Hanlon, DCTI's President and Chief Financial Officer. We want all of DCTI's
shareholders to have a complete and true understanding of the facts before they
cast any vote," continued Hanlon, "and we intend to ask the Court to aid the
shareholders by requiring the Egide Group to correct their filing." Hanlon
further added, "DCTI hopes the shareholders will read the letter DCTI issued on
January 3, 2002 before deciding whether to vote to allow the Egide Group to
takeover DCTI."
DCTI also announced today that on January 15, 2001, it converted all
outstanding shares of Series B Preferred Stock, issued on December 31, 2001 to
each current member of the Board of Directors, to a total of 4 shares of common
stock. According to Hanlon, "We only authorized the issuance of the Series B
Preferred Stock as a short-term mechanism to protect the shareholders against
the Egide Group's false Consent Statement in the event the Egide Group was
permitted, over the Holidays, to commence soliciting shareholders before DCTI
had an opportunity to respond. We wanted to ensure that all shareholders had an
opportunity to gain a more complete and true understanding of the facts before
they were solicited to cast any vote." Since December 31, 2001, the Company has
taken several actions to ensure a fair election process. The Company has filed a
letter to shareholders with the SEC and has taken other steps to inform the
shareholders of key facts, including the fact that Egide was Chairman of the
Board and CEO when certain acquisitions were consummated for which the Company
has had to report more than $188 million in write downs and that Egide was
Chairman and CEO when various merchants were allowed to process with DCTI
without proper authorization, which has cost DCTI over $7 million in
uncollectible chargebacks and fines.
1
Hanlon continued, "Now that we have had an opportunity to communicate
to shareholders at least part of the story they should hear before voting, and
have had an opportunity to initiate legal action against the Egide Group, the
Series B Preferred Stock is no longer needed to protect the shareholders and the
Board Members have redeemed their shares."
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 Certegy, 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.
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.
2