1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) 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 Information Statement [ ] Confidential, for Use of
[X] Definitive Information Statement the Commission Only (as
permitted by Rule 14c-5(d)(2))
INTERNATIONAL INTERNET, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Information Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
------------------------------------------------------------------------
2
INTERNATIONAL INTERNET, INC.
(A DELAWARE CORPORATION)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 28,2000
To the Stockholders of:
INTERNATIONAL INTERNET, INC.
The Annual Meeting of Stockholders of International Internet, Inc. (the
"Company") will be held at the Sheraton Hotel, 10918 East 41st Street, Tulsa,
Oklahoma 74146 on November 28, 2000 at 10:00 a.m., local time, to consider and
vote on the following matters described under the corresponding numbers in the
attached Information Statement:
1. The election of three directors;
2. To ratify the appointment of Goldstein Lewin & Co. as independent
auditors of the Company; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Stockholders of record at the close of business on October 13, 2000 are the only
stockholders entitled to notice of and to vote at the Annual Stockholders
Meeting. The list of such stockholders will be available for inspection by
stockholders during the ten (10) days prior to the meeting in accordance with
Section 219 of the Delaware General Corporation Law at the offices of the
Company, 6413 Congress Avenue, Suite 240, Boca Raton, Florida 33487.
Stockholders may make arrangements for such inspection by contracting the
Secretary, Elizabeth Capra, of International Internet, Inc., 6413 Congress
Avenue, Suite 240, Boca Raton, Florida 33487. The stock transfer books of the
Company will not be closed.
WE ARE NOT ASKING FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors,
Elizabeth Capra
Secretary
October 16, 2000
3
Requests for additional copies of the Information Statement should be addressed
to the Secretary, International Internet, Inc., 6413 Congress Avenue, Suite 240,
Boca Raton, Florida 33487.
INTERNATIONAL INTERNET, INC.
6413 CONGRESS AVENUE, SUITE 240
BOCA RATON, FLORIDA 33487
--------------------------------------
INFORMATION STATEMENT
PURSUANT TO SECTION 14C OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 28, 2000
This Information Statement is furnished by the Board of Directors of
International Internet, Inc. (the "Company") in connection with the Annual
Meeting of Stockholders to be held on November 28, 2000. The Board of Directors
has fixed October 13, 2000, at the close of business, as the record date for the
determination of stockholders entitled to vote at the meeting. It is anticipated
that this Information Statement and the enclosed Notice will be mailed to
stockholders of record on or about October 20, 2000.
MANAGEMENT OF THE CORPORATION IS NOT SOLICITING PROXIES FOR THIS MEETING AND YOU
ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
Gary Schultheis and Herbert Tabin own approximately 64% of the issued and
outstanding shares of Common Stock of the Company and have indicated that they
will vote their shares in favor of the election as directors of the nominees set
forth herein and the ratification of the appointment of Goldstein Lewin & Co. as
the Company's independent auditor.
The Annual Report on Form 10-KSB of the Company, including financial statements
for the year ended December 31, 1999, is enclosed herewith, as filed with the
Securities and Exchange Commission. Individual stockholders may contact Scott
Phillips, The Hawke Group, (954) 564-7114 to obtain a copy of the Company's
Annual Report on Form 10-KSB.
VOTING SHARES
At the close of business on October 13, 2000, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
meeting, there were 778,446,187 shares of Common Stock outstanding, each of
which is entitled to one vote. The presence, in
4
person or by proxy, of the holders of a majority of the outstanding shares of
Common Stock on the record date is necessary to constitute a quorum at the
Annual Meeting. The affirmative vote of the holders of a majority of the shares
of Common Stock present at the Annual Meeting, in person or by proxy, is
required in deciding all questions to come before the Annual Meeting.
Set forth below is information concerning the ownership as of September 30, 2000
of the Common Stock of the Company by persons who, to the knowledge of the Board
of Directors, beneficially own more than five (5%) percent of the outstanding
shares of Common Stock of the Corporation.
NAME AND ADDRESS AMOUNT AND NATURE
TITLE OF BENEFICIAL OF BENEFICIAL % OF
OF CLASS OWNER OWNER CLASS
Common Gary Schultheis 251,109,000 32.26%
6413 Congress Ave, Suite 240
Boca Raton, FL 33487
Common Herbert Tabin 251,079,000 32.25%
6413 Congress Ave, Suite 240
Boca Raton, FL 33487
ELECTION OF DIRECTORS
NOMINEES
Three directors, constituting the entire Board of Directors of the Company, are
to be elected at the Annual Meeting. The following table sets forth as of
September 30, 2000 certain information with respect to management's nominees to
the Board for the coming year, all of whom are currently members of the Board.
Members of the Board of Directors are elected for one year terms or until their
successors are elected and qualified. None of the nominees has any family
relationship to any other nominee. There are no arrangements or understandings
between any of the named individuals and any other person or persons pursuant to
which any of the named individuals are to be elected as directors. Percent of
class assumes any outstanding options are exercised.
Shares of Common
Stock Beneficially Percent
Name Age Owned of Class
- ---- --- ----- ---------
Gary Schultheis 35 251,109,000 32.26%
Herbert Tabin 32 251,079,000 32.25%
Robert Wussler 59 9,247,866 1.19%
5
The stock ownership information shown has been furnished to the Company by the
named persons. Beneficial ownership as reported in the table has been determined
in accordance with Securities and Exchange Commission regulations. The named
persons have sole voting and investment power with regard to the shares shown as
owned by such persons.
INFORMATION ABOUT NOMINEES
GARY SCHULTHEIS is a co-founder of International Internet, Inc. and has served
as its President and a Director of the Company since February, 1998. Mr.
Schultheis currently serves as President and CEO of Millennium Holdings Group,
Inc., a corporate consulting firm. Mr Schultheis attended the State University
of New York at Farmingdale in 1984. From March 1994 to February 1996, Mr.
Schultheis was President of Wall Street Enterprises d/b/a Wall Street
Associates, a financial consulting firm specializing in mergers and
acquisitions. In February 1996, Wall Street Enterprises was acquired by
Millennium Holdings Group, Inc. Currently, Wall Street Enterprises d/b/a Wall
Street Associates is a wholly-owned subsidiary of Millennium Holdings Group,
Inc.
HERBERT TABIN is a co-founder of International Internet, Inc. and has served as
Vice President and a Director of the Company since February, 1998. Prior to
starting the Company, Mr. Tabin was a Vice President of Marketing with LBI
Group, Inc., a merchant banking and venture capital group from April 1995 to
December 1996. Mr. Tabin received a Bachelor of Science in Business Economics
from the State University of New York in 1989 and has been involved in financial
consulting and investment counseling since 1989.
ROBERT M. WUSSLER serves as a Director of the Company. Mr. Wussler is one of the
founders of Cable News Network (CNN). From 1980 until 1990, he served as Senior
Executive Vice President of Turner Broadcasting. Mr. Wussler is the former
president of the Atlanta Braves professional baseball team and the Atlanta Hawks
professional basketball team. Prior to joining Turner Broadcasting, Mr. Wussler
was president of the Columbia Broadcasting System (CBS).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 30, 2000, information relating
to the ownership of the Company's common stock beneficially owned by (i) each
person known to the Company to be the beneficial owner of more than 5% of the
Company's voting stock, (ii) each director, (iii) each of the Company's five
most highly compensated executive officers who were serving as executive
officers at the end of the last completed fiscal year and (iv) all executive
officers and directors as a group. Except as indicated in the footnotes to this
table, the persons named in the table have sole voting and investment power with
respect to all shares shown as beneficially
6
owned by them, subject to community property laws where applicable. On September
30, 2000, the Company had 778,446,187 shares of its Common Stock outstanding,
with the holders thereof being entitled to one vote per share.
NAME AND ADDRESS AMOUNT AND NATURE
TITLE OF BENEFICIAL OF BENEFICIAL % OF
OF CLASS OWNER OWNER CLASS
Common Gary Schultheis 251,109,000 32.26%
6413 Congress Ave, Suite 240
Boca Raton, FL 33487
Common Herbert Tabin 251,079,000 32.25%
6413 Congress Ave, Suite 240
Boca Raton, FL 33487
Common Robert Wussler 9,247,866 1.19%
7904 Sandalfoot Dr.
Potomac, MD 20854
Common All directors and executive 511,435,866 65.70%
officers as a group (three persons)
EXECUTIVE OFFICERS
The executive officers and significant employees of the Company, their ages,
positions held with the Company and length of time in such positions are set
forth below. There are no family relationships between or among any of the named
individuals. There are no arrangements or understandings between any of the
named individuals and any other persons pursuant to which any of the named
individuals are to be elected as officers.
Position Held
Name and Age With the Company Director Since
- ------------ ---------------- --------------
Gary Schultheis Director and President February 1998
(35) of the Company since
February 1998
Herbert Tabin Director and Vice President February 1998
(32) of the Company since
February 1998
The business experience of each of the officers is included under "Election of
Directors" above.
7
EXECUTIVE COMPENSATION
The following table shows the cash compensation of the Company's chief executive
officer and each officer whose total cash compensation exceeded $100,000, for
the three fiscal years ended December 31, 1999. The Company has no long-term
compensation plans.
NAME AND FISCAL OTHER ALL
PRINCIPAL YEAR ANNUAL OTHER
POSITION ENDED SALARY ($) BONUS ($) COMPENSATION COMPENSATION
Gary Schultheis 12/31/99 $102,500 $103,437 N/A N/A
12/31/98 $102,500 $45,534 N/A N/A
12/31/97 N/A N/A N/A N/A
Herbert Tabin 12/31/99 $102,500 $103,437 N/A N/A
12/31/98 $102,500 $44,784 N/A N/A
12/31/97 N/A N/A N/A N/A
The amount included in bonus in 1999 was paid in restricted common stock.
The amount included as bonus in 1998 represents compensation accrued in
1997 but not paid until the funds were available in 1998.
The Company makes available certain non-monetary benefits to its executive
officers with a view to acquiring and retaining qualified personnel and
facilitating job performance. The Company considers such benefits to be ordinary
and incidental business costs and expenses. The value of such benefits did not
exceed, in the case of any named individual, 10% of the cash compensation of
such individual or, in the case of the group, 10% of the cash compensation for
the group.
STOCK OPTION PLANS
On November 11, 1999, the Company established the International Internet, Inc.
Stock Option Plan ("Plan") to grant to officers and other employees,
non-employee directors, consultants and advisors and other persons who may
perform significant services for or on behalf of the Company, a favorable
opportunity to acquire common stock of the Company. The Company has reserved
25,000,000 shares for issuance under the Plan and may grant both incentive stock
options within the meaning of Section 422 of the Code ("Incentive Stock
Options") and stock options that do not qualify for treatment as Incentive Stock
Options ("Nonstatutory Options").
On November 11, 1999, the Board of Directors granted options to the members of
the Board of Directors, employees of the Company and certain consultants for a
total of 9,500,000 shares of the common stock of the Company. As a reward to its
directors, employees and consultants and
8
as a further incentive to remain with the Company, the Board of Directors gave
each director, employee and consultant a bonus to allow them to exercise their
stock options.
On September 30, 1999, the Company granted an option to acquire 2,000,000 shares
of its common stock at an exercise price of $.10 to the vice president, and
former owner, of ACS as a part of his employment agreement. The option expired
when the vice president terminated his employment in April 2000.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number of Percent of Exercise
Securities total options/ or base
Name Underlying SARs granted price Expiration
options/ to employees ($/share) date
SARs granted in fiscal
(number) year
Gary Schultheis 1,250,000 17.9% $.065 N/A
Herbert Tabin 1,250,000 17.9% $.065 N/A
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
Shares Value Number of Securities Value of
Acquired realized underlying unexercised unexercised
On ($) options/SARs at in-the-money
Exercise FY-end (number) options/SARs
Name (number) Exercisable/ at FY-end ($)
Unexercisable Exercisable/
Unexercisable
Gary Schultheis 1,250,000 0 None None
Herbert Tabin 1,250,000 0 None None
There were no long-term incentive plan awards during the fiscal year. There were
no outstanding stock options held as of December 31, 1999 by the named executive
officers.
BENEFICIAL OWNERSHIP REPORTING
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during its most recent fiscal year and Forms 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal year,
the Company knows of no director,
9
officer, or beneficial owner of more than ten percent of the Company's common
Stock who is not in compliance with respect to filing such reports of beneficial
ownership of the Company's Common Stock as required by Section 16 (a) of the
Securities Exchange Act.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Goldstein Lewin & Co. as the independent
public accountants to audit the Company's financial statement for the fiscal
year ending December 31, 2000. While ratification of such selection by the
Company's shareholders is not required, in the event of a negative vote on such
ratification, the Company's Board of Directors will reconsider its selection.
Goldstein Lewin & Co. audited the Company's financial statements for the year
ended December 31, 1999.
SHAREHOLDER PROPOSALS
Under regulations of the Securities and Exchange Commission, shareholders are
entitled to submit proposals on matters appropriate for shareholder action at
subsequent annual meetings of the Company. To be eligible for consideration for
inclusion in the proxy statement and proxy relating to such meeting, they must
be received by the Company no later than April 15, 2001. Such proposals should
be directed to International Internet, Inc., 6413 Congress Avenue, Suite 240,
Boca Raton, Florida 33487, Attention: President.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
matter other than those described herein that will be presented for
consideration at the Annual Meeting.
However, should any other matters properly come before the Annual Meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying Proxy to vote in accordance with their best judgment in the
interest of the Company. Whether or not you intend to be present at the Annual
Meeting, you are urged to promptly complete and return the accompanying proxy
card in the envelope provided. If you are present at the Annual meeting and wish
to vote your shares in person, the accompanying proxy will, at your request, be
returned to you at the Annual Meeting.