SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material under Rule 14a-12
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Universe2U Inc.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
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Payment of Filing Fee (check the appropriate box):
[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: 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
UNIVERSE2U INC.
30 West Beaver Creek Road, Suite 109
Richmond Hill, ON, Canada L4B 3K1
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 30, 2002
Notice is hereby given that Universe2U Inc., a Nevada corporation, will hold its
Annual Meeting of Shareholders on Thursday, May 30, 2002, at 10:00 a.m., to be
held at the offices of the Company, 30 West Beaver Creek Road, Suite 109,
Richmond Hill, Ontario, Canada L4B 3K1, for the following purposes:
1. To elect the Board of Directors to serve until the 2003 Annual Meeting
of Shareholders and until their respective successors have been
elected and qualified;
2. To ratify the appointment of Moore Stephens Cooper Molyneux LLP as the
independent auditors for Universe2U Inc. for the fiscal year ending
December 31, 2002;
3. To transact any other business that may properly come before the
Annual Meeting of Shareholders;
Only shareholders who own shares of Universe2U Inc. as of the close of business
on April 12, 2002, are entitled to notice of, and to vote such shares by proxy
or in person at the Annual Meeting of Shareholders.
Toronto, Ontario
April 25, 2002
By Order of the Board of Directors
/s/ Paul Pathak
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Paul Pathak
Secretary
_____________________________
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ENSURE REPRESENTATION OF YOUR SHARES AND ENSURE THE PRESENCE OF A QUORUM. NO
POSTAGE IS NECESSARY IF YOU MAIL WITHIN THE UNITED STATES.
MAILING YOUR PROXY WILL NOT PREVENT YOU FROM VOTING AT THE ANNUAL MEETING IF YOU
DECIDE TO ATTEND IN PERSON, AS YOUR PROXY IS REVOCABLE AT YOUR OPTION.
DEFINITIVE PROXY
UNIVERSE2U INC.
30 West Beaver Creek Road, Suite 109
Richmond Hill, Ontario, Canada L4B 3K1
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 30, 2002
The enclosed Proxy is solicited on behalf of the Board of Directors of
Universe2U Inc., (the "Company", "we" or "us") to be voted at the Annual Meeting
of Shareholders (the "Annual Meeting"), to be held on Thursday, May 30, 2002, at
10:00 a.m., at the offices of the Company, 30 West Beaver Creek Road, Suite 109,
Richmond Hill, Ontario, Canada, or at any time, place and date called by reason
of adjournment or postponement, for the purposes set forth herein and in the
accompanying Notice of Annual Shareholders Meeting.
The definitive proxy statement and the accompanying proxy are being sent on or
about April 30, 2002 to shareholders of record as of the close of business on
April 12, 2002, who are entitled to vote at the Annual Meeting. The Company's
principal offices are located at 30 West Beaver Creek Road, Suite 109, Richmond
Hill, Ontario, Canada L4B 3K1. Our telephone number is (905) 881-3284.
All amounts disclosed in this Proxy Statement are set forth in U.S. dollars
unless indicated otherwise.
VOTING RIGHTS AND SOLICITATION OF PROXIES
PURPOSE OF THE ANNUAL MEETING
The specific proposals to be considered and acted upon at the Annual Meeting are
summarized in the accompanying Notice of Annual Meeting. Each proposal is
described in more detail in this proxy statement.
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record at the close of business on April 12, 2002 (the "Record
Date") are entitled to notice of and to vote at the Annual Meeting. At the
Record Date, 38,912,491 shares of common stock were issued and outstanding. The
closing price of our common stock on the over-the-counter Market on the Record
Date was $.65 per share.
REVOCABILITY AND VOTING OF PROXIES
Any person signing a proxy in the form accompanying this proxy statement has the
power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to
the vote pursuant to the proxy. A proxy may be revoked by any of the following
methods:
. by writing a letter delivered to Paul Pathak, Secretary of the
Company, stating that the proxy is revoked;
. by submitting another proxy with a later date; or
. by attending the Annual Meeting and voting in person.
Please note, however, that if a shareholder's shares are held of record by a
broker, bank or other nominee and that shareholder wishes to vote at the Annual
Meeting, the shareholder must bring to the Annual Meeting a letter from the
broker, bank or other nominee confirming the shareholder's beneficial ownership
of the shares. Shares of common stock represented by properly executed proxies
will be voted at the Annual Meeting in accordance with the instructions
indicated on the proxies, unless the proxies have been revoked. Unless we
receive specific instructions to the contrary, properly executed proxies will be
voted: (1) to elect the nominees set forth herein to the Board of Directors to
serve until the 2003 Annual Meeting of Shareholders and until their respective
successors have been elected and qualified; (2) to ratify the appointment of
Moore Stephens Cooper Molyneux LLP as the independent auditor for Universe2U
Inc. and (3) upon any and all other business that may properly come before the
Annual Meeting.
LIST OF SHAREHOLDERS
A list of shareholders entitled to vote at the Annual Meeting will be available
at the Annual Meeting and for ten days prior to the Annual Meeting during
regular business hours at our offices at Universe2U Inc., 30 West Beaver Creek
Road, Suite 109, Richmond Hill, Toronto, Ontario, Canada L4B 3K1, by contacting
Paul Pathak, Secretary of the Company.
VOTING AT THE ANNUAL MEETING
Each share of common stock outstanding on the Record Date will be entitled to
one (1) vote on each matter submitted to a vote of the shareholders, including
the election of directors. Cumulative voting by shareholders is not permitted.
The presence, in person or by proxy, of shareholders of record of Universe2U
Inc. common stock, constituting a majority of the aggregate number of votes to
which all outstanding shares of the common stock are entitled to vote, is
necessary to constitute a quorum. All matters coming before any meeting of the
shareholders shall be decided by the holders of a majority of the number of
votes represented and entitled to be cast, in person or by proxy, a quorum being
present.
Directors shall be elected by the shareholders at the Annual Meeting each year
by the affirmative vote of a plurality of the votes cast either in person or
represented by proxy and entitled to vote on the election of Directors.
The affirmative vote of a majority of the outstanding shares of the Company,
represented either in person or by proxy, and entitled to vote at the Annual
Meeting is required to ratify the appointment of Moore Stephens Cooper Molyneux
LLP as the independent auditors of Universe2U Inc.
SOLICITATION
The Company will pay the costs relating to this proxy statement, the proxy and
the Annual Meeting. We may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to beneficial owners. Directors, officers and regular
employees may also solicit proxies; however, they will not receive any
additional compensation for such solicitation. We estimate that the amount spent
in printing and mailing costs and legal fees in preparing this solicitation will
be approximately $5,000.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
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NOMINEES FOR DIRECTORS
The Board of Directors proposes the following nominees for election as directors
at the Annual Meeting. The directors will hold office from election until the
next Annual Meeting, or until there successors are elected and qualified.
NAME AGE POSITION DIRECTOR SINCE
----------------- --- -------- --------------
Angelo Boujos 39 Chairman May 17, 2000
Kim Allen 46 CEO and Director May 17, 2000
Paul Pathak 33 Secretary and Director May 17, 2000
Anthony Palumbo 46 Director May 17, 2000
Frederick Kasravi 64 Director March 30, 2001
Jeffrey Rosenthal 42 President and Director April 11, 2002
2
Angelo Boujos, Chairman. Mr. Boujos is the founder and Chairman of the Company.
Mr. Boujos entered the telecommunications industry by establishing Canadian
Cable Consultants in April 1998. Mr. Boujos worked for 7 years with Toronto
Dominion Bank and 2 years with American Express. Between 1987 and 1995, Mr.
Boujos served as President of Winter Valley Springs Inc. He also served as
senior advisor to the President/CEO for Algonqua Springs Inc. and Culligan Inc.
from 1995 until 1998.
Kim Allen, Director and CEO. Mr. Allen is the Chief Executive Officer of the
Company. He joined the Company in December 1999. Mr. Allen has served as a
Director of the Company since May 17, 2000. Prior to joining the Company, Mr.
Allen served as the founding President of DTE/Probyn Energy Solutions from its
inception in June 1998, a joint venture between DTE Energy Solutions (Detroit
Edison) and Probyn & Company. Mr. Allen also served as CEO of Scarborough Public
Utilities Commission, a $400 million water and electric utility, from 1992 to
1998, and as its Director of Engineering & Operation from 1990 to 1992. Prior to
those positions, in a 12-year career with Ontario Hydro, Mr. Allen held a number
of management positions that included retail, engineering, operations and
information systems functions. Mr. Allen obtained a Master of Business
Administration from the University of Toronto (1987) and a Bachelor of Applied
Science in Electrical Engineering from the University of Ottawa (1978).
Paul Pathak, Director and Secretary. Mr. Pathak has served as a Director of the
Company since May 17, 2000. Mr. Pathak has been a lawyer practicing corporate
and securities law in Toronto, Ontario since 1994. He is currently a partner at
the law firm of Chitiz Pathak. Mr. Pathak has also has served as a director of
several public companies and is currently a director of Fareport Capital Inc., a
Toronto based publicly traded company. Mr. Pathak's law firm provides legal
services to the Company with respect to compliance with the laws of Canada and
its provinces.
Anthony Palumbo, Director. Mr. Palumbo has served as a Director of the Company
since May 17, 2000. Mr. Palumbo has more than 20 years of consulting and
financial experience, working with such companies as Clarkson Gordon (1978-
1983), Lehndorff Group (1983-1987), Royal LePage (1987-1995), and his own
company, Chartered Accountancy (1995-1999). In 1999, Mr. Palumbo became the
Vice-President, Chief Financial Officer and Director for PsiGate. In 1978 Mr.
Palumbo obtained his Bachelor of Commerce from the University of Toronto and in
1981 obtained his chartered accountant designation while at a predecessor of
Ernst & Young. Mr. Palumbo later formed his own chartered accountancy practice
and provided strategic planning services as well as financial, tax and capital
services.
Frederick Kasravi, Director. Mr. Kasravi has served as Director since March 30,
2001. Mr. Kasravi has more than 35 years of managerial experience with such
companies as Sun Life (1967-1987), North American Life (1988-1993), Imperial
Life and Desjardin (1993-1995), Omni Commerce, Paris, (1974-1999), ITT Hartford
(1995-1999), Lehndorff Group (1997-1999) and the Ontabia Business Development
Corporation (1980-2001). Mr. Kasravi holds a Master's Degree from the University
of Tehran in Mechanical Engineering.
Jeffrey Rosenthal, President of the Company. Mr. Rosenthal became the President
of the Company in November 2000. He was President of Fiber Options Corporation
of Canada Inc., a subsidiary of the Company, from May 2000 until November 2000.
He was the Managing Principal for Utility Solutions Corporation from April 1998
until May 2000, a Canadian firm that specializes in delivering business
solutions to energy providers. Prior to Utility Solutions, Mr. Rosenthal held
senior management positions during his 16-year career at Toronto Hydro from 1982
until 1998. Mr. Rosenthal has a BASc (Electrical Engineering) from the
University of Toronto (1982) and a MBA from York University (1990).
DIRECTOR COMPENSATION AND DIRECTOR OPTION GRANTS
Directors who are employees receive no cash compensation for their services as
directors. Each of the non-employee directors receive cash compensation of $500
for attendance at each meeting of the Board and meeting of Board committees.
Non-employee directors are eligible to participate in the Company's Equity
Incentive Plan at the discretion of the full board of directors. On May 24,
2001, non-employee directors of the Company serving at such date each received
options exercisable for 20,000 shares of the Company common stock at a purchase
price of $3.25 per share. At the meeting of the Board of Directors on April 11,
2002 this price was reset to $0.75 per share.
3
EXECUTIVE COMPENSATION
The following table sets forth in summary form the compensation paid to our
Chief Executive Officer and the other most highly compensated executive officers
whose aggregate compensation exceeded $100,000 in the years ended December 31,
2001, 2000 and 1999.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-term Compensation
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Restricted Stock and/or
Securities
Name and
Principal Position Year Salary Bonus Securities Underlying Options
- -------------------- ---- ------ ----- -----------------------------
Angelo Boujos, Chairman (1) 2001 $112,000 0 360,000(2)
2000 $112,000 0 360,000(3)
1999 0 0 0
Kim Allen, CEO 2001 $ 90,000 0 300,000(4)
2000 $ 90,000 0 800,000(5)
1999 $ 7,000 0 400,000
Jeffrey Rosenthal 2001 $ 77,000 0 945,000(6)
2000 $ 52,000 0 245,000(7)
1999 0 0 0
Hugh Grenfal (8) 1999 0 0 2,500,000
(1) Mr. Boujos served as acting Chief Executive Officer of the Company until
the appointment of Mr. Allen in December 1999. In such capacity, Mr. Boujos
did not receive any salary or other compensation. As of January 3, 2000,
Mr. Boujos receives a salary in his capacity as Chairman of the Board of
Directors.
(2) Includes options granted on July 1, 2001, exercisable for an aggregate of
360,000 shares of common stock at a purchase price of $.75 per share, that
vest as follows: 90,000 on each of September 30, 2002, December 31, 2002,
March 31, 2003 and June 30, 2003. Mr. Boujos has executed a lock-up
agreement with the Company that provides that he may not sell any of his
shares purchased pursuant to any exercise of the foregoing options until
April 25, 2003. At the April 11, 2002 meeting of the Company's Board of
Directors the Company reset the purchase price of all such options from
$3.25 to $.75 per share.
(3) Includes fully vested options and options vesting within 60 days of the
date of this proxy statement, which are all exercisable for an aggregate of
360,000 shares of common stock at a purchase price of $.75 per share. Mr.
Boujos has executed a lock-up agreement with the Company that provides that
he may not sell any of his shares purchased pursuant to any exercise of the
foregoing options until April 25, 2003. At the April 11, 2002 meeting of
the Company's Board of Directors the Company reset the purchase price of
all such options from $5.00 to $.75 per share.
(4) Includes options granted on July 1, 2001, exercisable for an aggregate of
300,000 shares of common stock at a purchase price of $.75 per share, that
vest as follows: 75,000 on each of September 30, 2002, December 31, 2002,
March 31, 2003 and June 30, 2003. Mr. Allen has executed a lock-up
agreement with the Company that provides that he may not sell any of his
shares purchased pursuant to any exercise of the foregoing options until
April 25, 2003. At the April 11, 2002 meeting of the Company's Board of
Directors the Company reset the purchase price of all such options from
$3.25 to $.75 per share.
(5) Includes fully vested options granted on July 1, 2000, exercisable for an
aggregate of 300,000 shares of common stock at a purchase price of $.75 per
share, that vest as follows: 75,000 on each of September 30, 2001, December
31, 2001, March 31, 2002 and June 30, 2002. Includes fully vested options
granted on May 5,
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2000, exercisable for an aggregate of 500,000 shares of common stock at a
purchase price of $.01 per share, all of which vest June 9, 2001. Includes
options granted on November 26, 1999, exercisable for an aggregate of
400,000 shares of common stock at a purchase price of $.01 per share. Mr.
Allen has executed a lock-up agreement with the Company that provides that
he may not sell any of his shares purchased pursuant to any exercise of the
foregoing options until April 25, 2003. At the April 11, 2002 meeting of
the Company's Board of Directors the Company reset the purchase price of
all such options from $5.00 to $.75 per share.
(6) Includes options granted on July 1, 2001 exercisable for an aggregate of
200,000 shares of common stock at a purchase price of $.75 per share, that
vest as follows: 50,000 on each of September 30, 2002, December 31, 2002,
March 31, 2003 and June 30, 2003. At the April 11, 2002 meeting of the
Company's Board of Directors the Company reset the purchase price of all
such options from $3.25 to $.75 per share. Includes options granted on May
1, 2001, exercisable for an aggregate of 745,000 shares of common stock at
a purchase price of $.01 per share, that vest as follows: 145,000 shares on
May 1, 2002 and 300,000 shares on each of May 1, 2003 and May 1, 2004. Mr.
Rosenthal has executed a lock-up agreement with the Company that provides
that he may not sell any of his shares purchased pursuant to any exercise
of the foregoing options until April 25, 2003.
(7) Includes fully vested options and options vesting within 60 days of the
date of this proxy statement, which are all exercisable for the purchase of
240,000 shares of common stock at a purchase price of $.75 per share. At
the April 11, 2002 meeting of the Company's Board of Directors the Company
reset the purchase price of all such options from $5.00 to $.75 per share.
Includes fully vested options and options vesting within 60 days of the
date of this proxy statement, which are all exercisable for the purchase of
5,000 shares of common stock at a purchase price of $.01 per share, and Mr.
Rosenthal has executed a lock-up agreement with the Company that provides
that he may not sell any of his shares purchased pursuant to any exercise
of the foregoing options until April 25, 2003.
(8) In June 1999, the Company's predecessor, Paxton Mining Corporation, issued
to Hugh Grenfal, then serving as CEO of the Company, a total of 2,500,000
shares of restricted common stock. Mr. Grenfal served as the acting CEO of
Paxton Mining Corporation from inception on June 9, 1999 until Mr. Grenfal
sold all of such 2,500,000 shares of common stock of the Company in a third
party private transaction on May 11, 2000. Mr. Grenfal resigned from the
Board and from Company management effective May 11, 2000. To the knowledge
of current management, Mr. Grenfal did not receive any salary or other
compensation from Paxton Mining Corporation during such period.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information related to stock options granted to
our named executive officers during the year ended December 31, 2001.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
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Number of Percent Of Total
Securities Options/SAR's
Underlying Granted To Exercise of
Options/SARs Employees Base Price Expiration
Name Granted (#) In Fiscal Per Share Date
Year
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Angelo Boujos(1) 90,000 4% $0.75 September 30, 2007
90,000 4% $0.75 December 31, 2007
90,000 4% $0.75 March 31, 2008
90,000 4% $0.75 June 30, 2008
Kim Allen(2) 75,000 3% $0.75 September 30, 2007
75,000 3% $0.75 December 31, 2007
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75,000 3% $0.75 March 31, 2008
75,000 3% $0.75 June 30, 2008
Jeffrey Rosenthal(3) 145,000 6% $0.01 May 1, 2007
300,000 13% $0.01 May 1, 2008
300,000 19% $0.01 May 1, 2009
50,000 2% $0.75 September 30, 2007
50,000 2% $0.75 December 31, 2007
50,000 2% $0.75 March 31, 2008
50,000 2% $0.75 June 30, 2008
(1) The market price of the underlying shares granted to Mr. Boujos on
July 1, 2001, the date of grant, was $3.30 per share. Mr. Boujos has
executed a lock-up agreement with the Company that provides that he
may not sell any of his shares purchased pursuant to any exercise of
the foregoing options until April 25, 2003. At the April 11, 2002
meeting of the Company's Board of Directors the Company reset the
purchase price of all such options from $3.25 to $.75 per share.
(2) The market price of the underlying shares granted to Mr. Allen on July
1, 2001, the date of grant, was $3.30 per share. Mr. Allen has
executed a lock-up agreement with the Company that provides that he
may not sell any of his shares purchased pursuant to any exercise of
the foregoing options until April 25, 2003. At the April 11, 2002
meeting of the Company's Board of Directors the Company reset the
purchase price of all such options from $3.25 to $.75 per share.
(3) The market price of 745,000 underlying shares granted to Mr. Rosenthal
on May 1, 2001, the date of such grant, was $4.20 per share; the
market price of 200,000 underlying shares granted to Mr. Rosenthal on
July 1, 2001, the date of such grant, was $3.30 per share. Mr.
Rosenthal has executed a lock-up agreement with the Company that
provides that he may not sell any of his shares purchased pursuant to
any exercise of the foregoing options until April 25, 2003. At the
April 11, 2002 meeting of the Company's Board of Directors the Company
reset the purchase price of all such options from $3.25 to $.75 per
share.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth the number of shares covered by both exercisable
and unexercisable options as of December 31, 2001 and the year-end value of
exercisable and unexercisable options as of December 31, 2001 for the named
executive officers. The Company did not grant any SARs during the fiscal year
ended December 31, 2001 and has no intention to do so during the foreseeable
future. For purposes of calculating the value of the following options the
Company has applied a value of $.68 per share, which was the closing price of
the Company's common stock at December 31, 2001.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEARS OPTION/SAR VALUES
Number Of Value Of
Unexercised Unexercised
Securities In-The-Money
No. Shares Underlying Options/SAR's
Acquired Value Options/SAR's At FY-End
Name On Exercise Realized At FY End Exercisable/
Exercisable/ Unexercisable
Unexercisable
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Angelo Boujos 0 0 180,000 Exercisable ($12,600)
Chairman 0 0 540,000 Unexercisable ($37,800)
Kim Allen, CEO 0 0 1,050,000 Exercisable $222,500
0 450,000 Unexercisable ($31,500)
Jeff Rosenthal 0 0 125,000 Exercisable ($5,050)
0 0 1,065,000 Unexercisable $476,750
6
INDEMNIFICATION MATTERS
In accordance with Section 78.037 of the Nevada Revised Statutes ("NRS"),
Article IX of our by-laws provides that no director or officer of Universe2U be
personally liable to Universe2U or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (1) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law; or (2) the payment of distributions in violation of NRS Section 78.300,
which provides that (a) the directors of a corporation shall not make
distributions to shareholders except as provided by this chapter; and (b) in
case of any willful or grossly negligent violation of the provisions of this
section, the directors under whose administration the violation occurred,
excepting dissenters to those acts, are jointly and severally liable, at any
time within three (3) years after each violation, to the corporation, and, in
the event of its dissolution or insolvency, to its creditors at the time of the
violation, or any of them, to the lesser of the full amount of the distribution
made or of any loss sustained by the corporation by reason of the distribution
to shareholders. In addition, our amended and restated articles of incorporation
provides that if the Nevada Revised Statutes are amended to authorize the
further elimination or limitation of the liability of directors and officers,
then the liability of a director and/or officer of the corporation shall be
eliminated or limited to the fullest extent permitted by the Nevada Revised
Statutes, as so amended.
Article IX of our amended and restated by-laws provides for indemnification by
Universe2U of its officers and certain non-officer employees under certain
circumstances against expenses, including attorneys fees, judgments, fines and
amounts paid in settlement, reasonably incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceeding in which
any such person is involved by reason of the fact that such person is or was an
officer or employee of Universe2U if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of Universe2U, and, with respect to criminal actions or proceedings,
if such person had no reasonable cause to believe his or her conduct was
unlawful.
We have also entered into indemnification agreements with each of our directors
and certain of our executive officers. These agreements provide that we
indemnify each of our directors and such officers to the fullest extent
permitted under law and our by-laws, and provide for the advancement of expenses
to each director and each such officer. We have also obtained directors and
officers insurance against certain liabilities.
At the present time, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Company in which
indemnification would be required or permitted, and we are not aware of any
threatened litigation or other proceeding which may result in a claim for
indemnification by us.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES AS
DIRECTORS OF THE COMPANY
We will vote your shares as you specify on the enclosed proxy card. If you do
not specify how you want your shares voted, we will vote them FOR the election
of all the nominees listed above. If unforeseen circumstances (such as death or
disability) make it necessary for the Board of Directors to substitute another
person for any of the nominees, we will vote your shares FOR that other person.
The Board of Directors does not anticipate that any nominee will be unable to
serve. Shareholders shall elect nominees for election to the Board of Directors
by a plurality of the votes cast at the Annual Meeting.
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SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our
common stock as of March 28, 2002. The percentage of beneficial ownership is
based on 38,912,491 shares of our common stock issued and outstanding as of such
date, giving effect to the
7
exchange of all outstanding securities issued by our Ontario, Canada subsidiary
that are exchangeable for shares of the Company's common stock. The table sets
forth such information with respect to:
. each shareholder who is known by us to beneficially own 5% or more of the
common stock;
. each of our directors;
. each of the executive officers named in the "Summary Compensation Table";
and
. all of our executive officers and directors as a group.
Unless otherwise indicated, each of the shareholders has sole voting and power
of disposition with respect to the shares of common stock beneficially owned by
such shareholder. Except as otherwise noted in the footnotes below, the address
of record for each of the principal shareholders is c/o Universe2U Inc., 30 West
Beaver Creek Road, Suite 109, Richmond Hill, Ontario L4B 3K1 Canada.
The number of shares beneficially owned by each shareholder is determined under
rules issued by the Securities and Exchange Commission. The information is not
necessarily indicative of beneficial ownership for any other purpose. Under
these rules, beneficial ownership includes any shares as to which the individual
or entity has, directly or indirectly, sole or shared voting power or investment
power and any shares as to which the individual or entity has the right to
acquire beneficial ownership within 60 days after March 1, 2002 through the
exercise of any stock option or other similar right.
Shares Percent
Beneficially Beneficially
Name of Beneficial Owner Owned Owned
------------------------ ------------ -----
Angelo Boujos (1) 12,792,400 32.9%
Josie Boujos (2) 12,792,400 32.9%
Josie Boujos in Trust (3) 812,400 2.1%
Kim Allen (4) 1,200,000 3.1%
Jeff Rosenthal (5) 390,000 1.0%
Paul Pathak (6) 90,000 *
Anthony Palumbo (7) 20,000 *
Frederick Kasravi (8) 0 *
All Directors and Officers as a Group (9) 15,304,800 37.1%
* Represents less than 1% of the outstanding shares of common stock.
(1) Mr. Boujos is Chairman of the Company. Includes 4,600,000 shares of
common stock held of record by Mr. Boujos and 2,500,000 shares of
common stock issuable upon exercise of securities exchangeable for
shares of common stock of the Company which were issued by an Ontario
subsidiary of the Company (the "Chairman's Shares"). Includes
3,950,000 shares of common stock held by the spouse of Mr. Boujos and
750,000 shares of common stock issuable upon exchange of securities
exchangeable for shares of common stock of the Company which were
issued by an Ontario subsidiary of the Company (collectively the
"Spouse Shares"). Includes 312,400 shares of common stock held in a
trust over which Mr. Boujos has voting control, and 500,000 shares of
common stock issuable upon exchange of securities exchangeable for
shares of common stock of the Company which were issued by an Ontario
subsidiary of the Company (collectively, the "Trust Shares"). Mr.
Boujos disclaims beneficial ownership of the Spouse Shares and the
Trust Shares. Includes options granted on July 1, 2001 (the "Boujos
2001 Options), exercisable for an aggregate of 360,000 shares of
common stock at a purchase price of $.75 per share, that vest in
90,000 share increments on each of September 30, 2002, December 31,
2002, March 31, 2003 and June 30, 2003. Includes fully vested options
and options vesting within 60 days of the date of this proxy statement
granted on July 1, 2000 (the "Boujos 2000 Options"), which are
exercisable for the purchase of an aggregate of 360,000 shares of
common stock at a purchase price of $.75 per share. Mr. Boujos has
executed a lock-up agreement with the Company that provides that he
may not sell any of his shares purchased pursuant to any
8
exercise of the foregoing options until April 25, 2003. At the April
11, 2002 meeting of the Company's Board of Directors the Company reset
the exercise price of the Boujos 2000 Options from $5.00 to $.75 per
share and the Boujos 2001 Options from $3.25 to $.75 per share.
(2) Ms. Boujos is the spouse of Mr. Boujos. Includes the Spouse Shares.
Includes the Chairman's Shares. Includes the Trust Shares, as to which
Ms. Boujos is the beneficiary. Ms. Boujos disclaims beneficial
ownership of the Chairman's Shares.
(3) Includes the Trust Shares, over which Mr. Boujos exercises voting
control and power of disposition, but as to which Mr. Boujos disclaims
beneficial ownership. Ms. Boujos is the beneficiary of such trust.
(4) Mr. Allen is CEO and a director of the Company. Includes options
granted on July 1, 2001 ("Allen 2001 Options"), exercisable for an
aggregate of 300,000 shares of common stock at a purchase price of
$.75 per share, that vest as follows: 75,000 on each of September 30,
2002, December 31, 2002, March 31, 2003 and June 30, 2003. Includes
fully vested options granted on July 1, 2000 ("Allen 2000 Options"),
exercisable for an aggregate of 300,000 shares of common stock at a
purchase price of $.75 per share, that vest as follows: 75,000 on each
of September 30, 2001, December 31, 2001, March 31, 2002 and June 30,
2002. Includes fully vested options granted on May 5, 2000,
exercisable for an aggregate of 500,000 shares of common stock at a
purchase price of $.01 per share, all of which vest June 9, 2001.
Includes options granted on November 26, 1999, exercisable for an
aggregate of 400,000 shares of common stock at a purchase price of
$.01 per share. Mr. Allen has executed a lock-up agreement with the
Company that provides that he may not sell any of his shares purchased
pursuant to any exercise of the foregoing options until April 25,
2003. At the April 11, 2002 meeting of the Company's Board of
Directors the Company reset the purchase price of the Allen 2000
Options from $5.00 to $.75 per share and the Allen 2001 Options from
$3.25 to $.75 per share.
(5) Mr. Rosenthal is President of the Company. Includes vested and
exercisable options granted on April 19, 2000 exercisable for 5,000
shares of common stock at a purchase price of $.01 per share. Includes
fully vested options, and options vesting within 60 days of the date
of this proxy statement, granted on July 1, 2000 (the Rosenthal 2001
Options"), which are exercisable for the purchase of an aggregate of
240,000 shares of common stock at a purchase price of $.75 per share.
Includes fully vested options granted on May 1, 2001, exercisable for
the purchase of 145,000 shares of common stock at a purchase price of
$.01 per share. Includes fully vested options, and options vesting
within 60 days of the date of this proxy statement, granted on July 1,
2001 (the Rosenthal 2001 Options"), which are exercisable for the
purchase of an aggregate of 200,000 shares of common stock at a
purchase price of $.75 per share. Mr. Rosenthal has executed a lock-up
agreement with the Company that provides that he may not sell any of
his shares purchased pursuant to any exercise of the foregoing options
until April 25, 2003. At the April 11, 2002 meeting of the Company's
Board of Directors the Company reset the purchase price of the
Rosenthal 2000 Options from $5.00 to $.75 per share and the Rosenthal
2001 Options from $3.25 to $.75 per share.
(6) Paul Pathak is Secretary and a Director of the Company. Includes fully
vested options, exercisable for an aggregate of 50,000 shares of
common stock at a purchase price of $.01 per share. Mr. Pathak has
executed a lock-up agreement with the Company that provides that he
may not sell any of his shares purchased pursuant to any exercise of
the foregoing options until April 25, 2003.
(7) Anthony Palumbo is a Director of the Company. Includes fully vested
options, exercisable for an aggregate of 20,000 shares of common stock
at a purchase price of $.75 per share. Mr. Palumbo has executed a
lock-up agreement with the Company that provides that he may not sell
any of his shares purchased pursuant to any exercise of the foregoing
options until April 25, 2003. At the April 11, 2002 meeting of the
Company's Board of Directors the Company reset the purchase price of
all such options from $3.25 to $.75 per share.
(8) Appointed to the Board of Directors effective as of March 30, 2001.
Excludes options exercisable for the purchase of 20,000 shares of
Company common stock which were to vest and become exercisable at a
purchase price of $3.25 per share
9
on September 30, 2002. Mr. Kasravi has executed a lock-up agreement
with the Company that provides that he may not sell any of his shares
purchased pursuant to any exercise of the foregoing options until
April 25, 2003. At the April 11, 2002 meeting of the Company's Board
of Directors the Company reset the purchase price of all such options
from $3.25 to $.75 per share.
(9) All directors and executive officers as a group including beneficial
ownership of common stock through the exercise of options or otherwise
as of March 1, 2001, or within 60 days thereafter. Includes the Spouse
Shares and the Trust Shares as to which shares Mr. Boujos disclaims
beneficial ownership.
LEGAL PROCEEDINGS
There are no material legal proceedings to which any director, officer or
affiliate of registrant, beneficial owner of more than 5% or any associate is a
party adverse to registrant or any of its subsidiaries.
BOARD OF DIRECTORS
The Board of Directors met 3 times during the last fiscal year, on March 8,
2001, May 24, 2001, August 3, 2001 respectively. Ms. Colangelo, Mr. Palumbo
attended 67% of the meetings and the other directors attended 100% of the total
number of meetings of the Board of Directors.
COMMITTEES OF THE BOARD OF DIRECTORS
The Bylaws provide that the Board of Directors may designate one or more board
committees. The Company currently has an audit committee and a compensation
committee.
COMPENSATION COMMITTEE
The Company's Compensation Committee was formed for the purpose of establishing
policies and approving employment arrangements and agreements related to
compensation of officers, employees and consultants of the Company, which may
arise from time to time. The current members of the Compensation Committee are
Kim Allen and Paul Pathak.
AUDIT COMMITTEE
The Board of Directors adopted a written charter for the Company Audit Committee
as of December 18, 2000. The Audit Committee discusses audit procedures and
audit review policies with the Board of Directors, reviews unaudited interim
financial statements and recommends to the Board of Directors the appointment of
the Company's independent auditors all as discussed in greater detail below.
As of March 30, 2002, the Audit Committee is comprised of directors Anthony
Palumbo and Frederick Kasravi. Mr. Kasravi became director of the Company on
March 30, 2001 and accepted appointment to the Audit Committee as of the same
date. From December 15, 2000 until March 29, 2001, Mr. Palumbo served as the
sole member of the Audit Committee.
Each of Messrs. Palumbo and Kasravi are independent of Company management as
required by the Company's Audit Committee Charter.
AUDIT COMMITTEE REPORT
The Company Audit Committee assists the Board of Directors in fulfilling its
statutory and fiduciary responsibilities relating to internal control,
accounting policies and auditing and reporting practices. The Company Audit
Committee discussed matters independently with the Company's auditors on March
8, 2001, May 14, 2001, August 14, 2001, and November 13, 2001. The Audit
Committee reviewed the audited financial statements in the Company's Annual
Report with management and has discussed with management the quality and
acceptability of the Company's accounting principles, the reasonableness of
significant judgments and the clarity of disclosures made in the Company's
financial statements.
The Audit Committee has discussed with the Company's independent auditors, who
are responsible for expressing an opinion on the conformity of the audited
financial statements in accordance with generally accepted accounting
principles, the independent
10
auditors' judgments as to the quality and the acceptability of the Company's
accounting principles and any matters required to be discussed by Statement on
Auditing Standards 61, as modified or supplemented.
In addition, as required by Independence Standards Board Standard No. 1, the
Audit Committee has: (i) received from the Company's independent auditors
written disclosure of all relationships, if any, between the Company's
independent auditors and its related entities and the Company and its related
entities that in the independent auditors' professional judgment may reasonably
be thought to bear on their independence, (ii) received a letter from the
Company's independent auditors confirming that in the independent auditors'
professional judgment, the auditors are independent of the Company, and (iii)
discussed with the Company's independent auditors their independence from
management and the Company.
The Audit Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Audit
Committee meets with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls and the overall quality of the
Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board approved) that
the audited financial statements be included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2001 which is filed with the
Securities and Exchange Commission. The Audit Committee and the Board of
Directors have also recommended, subject to shareholder approval, the selection
of Moore Stephens Cooper Molyneux LLP as the Company's independent auditors.
The Audit Committee members are independent as defined under Rule 4200(a)(15) of
the NASD listing standards.
This report has been respectfully submitted to the Company by the members of the
Audit Committee as of April 18, 2002.
Anthony Palumbo
Frederick Kasravi
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- --------------------------------------------------------------------------------
PROPOSAL NO. 2
RATIFICATION OF THE UNIVERSE2U INC.
APPOINTMENT OF MOORE STEPHENS COOPER MOLYNEUX LLP
AS INDEPENDENT AUDITORS
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- --------------------------------------------------------------------------------
The Board of Directors of the Company has selected Moore Stephens Cooper
Molyneux LLP as independent auditors of the Company for the fiscal year ending
December 31, 2002.
A representative of Moore Stephens Cooper Molyneux LLP is expected to be present
at the Annual Meeting to make a statement if they desire to do so and to answer
any questions or comments from shareholders.
AUDIT FEES
The aggregate accounting fees billed to the Company by Moore Stephens Cooper
Molyneux LLP for their audit of the Company's annual financial statements and
reviews of the interim financial statements included in the Company's Forms
10-QSB for the fiscal year ended December 31, 2001 was $112,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The Company did not engage Moore Stephens Cooper Molyneux LLP to provide,
directly or indirectly, any professional services with respect to financial
information systems design and implementation for the fiscal year ended December
31, 2001.
11
ALL OTHER FEES
The aggregate fees billed to the Company by Moore Stephens Cooper Molyneux LLP
for all other services for the year ended December 31, 2001 were $52,830,
including audit related services of $8,590 and non-audit services of $44,240.
Audit related services generally include fees for pension and statutory audits,
business acquisitions, accounting consultations, internal audit and SEC
registration statements. Non-audit services include tax consulting and
compliance and advisory services on various Company business matters.
The Audit Committee of the Board of Directors has considered the independence of
Moore Stephens Cooper Molyneux LLP, as required by the Audit Committee
Disclosure Rules of the Securities and Exchange Commission (the "Disclosure
Rules"), in relation to the services provided to the Company by Moore Stephens
Cooper Molyneux LLP. The Audit Committee of the Board of Directors concludes
that Moore Stephens Cooper Molyneux LLP has maintained its independence as
required under the Disclosure Rules.
The percentage of hours attributed to work performed by persons other than full-
time permanent employees of Moore Stephens Cooper Molyneux LLP was not less than
50% of the total hours expended by Moore Stephens Cooper Molyneux LLP in the
audit of the Company's financial statements for the year ended December 31,
2001.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR APPROVAL OF THE
RATIFICATION OF MOORE STEPHENS COOPER MOLYNEUX LLP AS THE COMPANY'S AUDITORS.
We will vote your shares as you specify on the enclosed proxy card. If you do
not specify how you want your shares voted, we will vote then FOR approval of
the appointment of Moore Stephens Cooper Molyneux LLP as the Company's
independent auditors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions Involving Directors, Executive Officers, and Others.
On May 11, 2000, a change of control occurred with respect to the stock
ownership of the Company. The change of control occurred in connection with a
third party purchase of stock involving the transfer of an aggregate of
5,000,000 shares of the Company's outstanding common stock to a group of
investors led by First Union Asset Management Ltd. ("First Union"). The
controlling interest acquired by First Union was purchased in a private
transaction for aggregate consideration of $500,000 that was paid in cash to two
of the former controlling shareholders of the Company, Messrs. Hugh Grenfal and
Robert Jarva, in exchange for all of their respective shares of Company common
stock. The change of control was made in connection with the Company's
acquisition of Universe2U Inc., an Ontario corporation (the "Ontario Company").
Following the foregoing third party purchase of Company common stock and as a
condition of the Company's acquisition of the Ontario Company, an aggregate of
4,000,000 shares of common stock was tendered to the Company by First Union and
cancelled by the Company without payment and 250,000 shares of exchangeable
securities of a wholly owned Ontario subsidiary of the Company were issued to
the shareholders of the Ontario Company in exchange for all of the outstanding
stock of the Ontario Company (the "Acquisition"). After giving effect to the
foregoing transactions, Angelo Boujos, Josie Boujos, Andrew Eyres and William
McGill (the "Principals") as a group held control of an aggregate of 695,622
shares of Company common stock, at that date constituting approximately 41% of
all outstanding shares of Company common stock. Prior to the change in control,
Messrs. Grenfal and Jarva controlled approximately 91% of the Company's
outstanding common stock and served as the Company's sole directors and
officers. In connection with the change of control, Messrs. Grenfal and Jarva
appointed new directors and thereafter resigned as directors and officers of the
Company. To the knowledge of the Company's current management, Messrs. Grenfal
and Jarva in their respective capacities as directors and officers of the
Company did not have any disagreements with the Company on any matter relating
to the Company's operations, policies or practices. Andrew Eyres and William
McGill are no longer employed by the Company.
On May 15, 2000, the Board of Directors of the Company authorized a dividend in
the form of shares of Company common stock, to be distributed to Company
shareholders of record as of the close of business on May 25, 2000 (the "Stock
Dividend"). After giving effect to the Stock Dividend, such shareholders of
record received 19 additional shares for each
12
one share held at the record date (equivalent to a ratio of 20 shares of common
stock for each one share of common stock held at the close of business on the
record date).
On May 17, 2000, the Company consummated the Acquisition of the Ontario Company
and changed its name from Paxton Mining Corporation to Universe2U Inc. The
Company issued 250,000 shares (5,000,000 shares after giving effect to the 19-
for-1 stock dividend on May 25, 2000) of exchangeable securities of a wholly
owned Ontario acquisition subsidiary of the Company to the Principals in their
separate capacity as shareholders of the Ontario Company in exchange for all of
their respective outstanding stock of the Ontario Company (the "Acquisition
Issuance"). Messrs. Boujos, Eyres, and McGill are key employees of the Ontario
Company. Angelo and Josie Boujos are spouses. In conjunction with the change of
control and the Acquisition, Barry Herman, Anthony Palumbo, Kim Allen, Paul
Pathak and Connie Colangelo were elected directors of the Company and Mr. Angelo
Boujos was elected chairman of the Board. For accounting purposes, the
acquisition of the Ontario Company by Universe2U Inc. (formerly known as Paxton
Mining Corporation), has been treated as a recapitalization, with the Ontario
Company as the acquirer (a reverse acquisition). The exchangeable securities
issued in connection with the Acquisition are exchangeable at any time on a one-
for-one basis for shares of Company common stock.
Mr. Barry Herman, a former director of the Company who resigned on April 15,
2002, is President of First Union, a Bahamian corporation. First Union
represented the investors who purchased the controlling interests in the Company
from Messrs. Grenfal and Jarva on May 11, 2000. Following the change in control,
Mr. Herman was elected to the Board of Directors. The Company and First Union
entered into a Financial Consulting Agreement dated as of May 17, 2000, and
amended as of July 25, 2000 (as amended, the "First Union Agreement"), that
provided for First Union to act as an agent on behalf of the Company with
respect to a financing program undertaken pursuant to Regulation S of the
Securities Act of 1933, as amended (the "Securities Act"). In connection with
services rendered in connection with the First Union Agreement, First Union
received aggregate fees of $420,000 from the Company. The First Union Agreement
concluded in October 2000 and the Company has no further plans to engage the
services of First Union.
Mr. Angelo Boujos, Chairman of the Company, converted indebtedness of the
Company to him to common stock of the Company. Prior to the acquisition of the
Ontario Company, Mr. Boujos had advanced approximately $429,000 to the Ontario
Company. Mr. Boujos entered into an agreement dated as of June 9, 2000 to
convert all of such amount to 100,000 shares of common stock at a purchase price
of $4.29 per share. After giving effect to (i) the reduction in outstanding
shares due to the tender and cancellation of share ownership by First Union,
(ii) the Acquisition Issuance, (iii) the Stock Dividend, and (iv) the conversion
of pre-Acquisition loans by Mr. Boujos to the Ontario Company, the common stock
beneficially owned by Mr. Boujos constituted at such date a controlling interest
of the Company's outstanding common stock. See, "Security Ownership of Certain
Beneficial Owners and Management".
Paul Pathak, a director and secretary of the Company, was granted options on May
5, 2000, for services rendered in his capacity as legal counsel to the Company,
which options are fully vested and exercisable for 50,000 shares of common stock
at a purchase price of $.01 per share.
Effective as of May 31, 2000, the Company, through a wholly-owned subsidiary
incorporated pursuant to the laws of the Province of Ontario ("Subco"),
completed the acquisition of CableTec (formerly Bernie Tan Investments Inc.).
Subco had entered into a definitive share purchase agreement to acquire CableTec
on January 25, 2000 (the "Agreement"). Pursuant to the terms of the Agreement,
Subco agreed to acquire all of the outstanding shares of CableTec in
consideration for the payment of Cdn$1.5 million. The transaction was originally
intended to close in February 2000. The terms of the Agreement were amended in
March and in May 2000 to extend the closing date to May 31, 2000, amongst other
things. In addition, the Agreement was amended to grant Bernard Tanunagara,
currently President of the Company's CableTec subsidiary, an option to acquire
up to 200,000 common shares of the Company at an exercise price of $5.00 per
share vested and exercisable until July 31, 2001. Effective as of May 31, 2000,
the transaction was completed and the cash consideration of CDN$1.5 million was
paid, and the Option was granted to Bernard Tanunagara. Mr. Tanunagara is no
longer with the Company
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
13
Section 16(a) of the Exchange Act of 1934 requires our officers and directors,
and persons who own more than ten percent (10%) of a registered class of our
equity securities, to file certain reports regarding ownership of, and
transactions in, our securities with the SEC. Such officers, directors, and 10%
shareholders are also required to furnish the Company with copies of all Section
16(a) forms that they file. With respect to the year ended December 31, 2001,
the following directors neglected to make Form 4 filings with respect to the
ownership of options and beneficial ownership of shares underlying such options
granted to them for service on the board of directors, and such persons were
also late in making the year 2001 Form 5 filing reporting the delinquent Form 4
filings: Connie Colangelo, Anthony Palumbo, Frederick Kasravi, Barry Herman,
Paul Pathak, Kim Allen and Angelo Boujos. In addition, with respect to the year
ended December 31, 2001, Mr. Jeff Rosenthal, President of the Company, neglected
to make a Form 4 filing with respect to ownership of options and beneficial
ownership of shares underlying such options granted to him in connection with
his services as an officer of the Company. Mr. Rosenthal was also late in making
the Form 5 filing reporting the delinquent year 2001 Form 4 filings. On the
basis of late Form 5 filings, the Company believes that all filings which should
have been filed on Form 4 have been fully remediated and disclosed on Form 5
filings. The Company has undertaken to assist its directors and officers to
comply with their respective Section 16 reporting obligations on a timely basis
in the future.
ADDITIONAL INFORMATION
Moore Stephens Cooper Molyneux LLP, independent chartered accountants, audited
and reported on the basis of generally accepted auditing standards, the combined
balance sheets of Universe2U Inc. as at December 31, 2001, 2000 and 1999, and
the combined statements of operations and deficit and cash flows for the years
then ended. Such financial statements can be found in the Company's Form 10-KSB
for the year ended December 31, 2001 and 2000 as filed with the Commission, and
are incorporated by reference in this Proxy Statement. A copy of such Form
10-KSB is delivered to shareholders with this Proxy Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
All reports and definitive proxy or information statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Proxy Statement and prior to the date of the Annual Meeting
shall be deemed to be incorporated by reference into this Proxy Statement from
the dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated in this Proxy Statement shall be
deemed to be modified or superseded for purposes of this Proxy Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference modifies or
supersedes such statement.
A copy of the documents incorporated herein by reference (excluding exhibits
unless such exhibits are specifically incorporated by reference into the
information incorporated herein) that are not presented with this document or
delivered herewith, will be provided without charge to each person, including
any beneficial owner, to whom a Proxy Statement is delivered, upon oral or
written request of any such person and by first-class mail or other equally
prompt means. Requests should be directed to the Corporate Secretary at the
address set forth below.
A copy of the Universe2U Inc. Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001 as filed with the Securities and Exchange Commission has
been delivered to each Company shareholder with this Proxy Statement.
Shareholders may obtain additional copies of the Form 10-KSB and copies of the
exhibits by addressing a request to each shareholder of the Company as of the
Record Date to the Company. Requests should be addressed to: Universe2U Inc., 30
West Beaver Creek Road, Suite 109 Richmond Hill, Toronto, Ontario, Canada L4B
3K1, Attn: Paul Pathak, Secretary.
SHAREHOLDER PROPOSALS FOR THE
2003 ANNUAL MEETING
We welcome comments and suggestions from our shareholders. Here are the ways a
shareholder may present a proposal for consideration by the other shareholders
at our 2002 Annual Meeting:
14
In our Proxy Statement. If a shareholder desires to submit a proposal for
inclusion in our proxy statement and form of proxy under Rule 14a-8 under the
Securities Exchange Act of 1934 (the "Exchange Act") for the 2003 Annual Meeting
of Shareholders, we must receive the proposal in writing on or before 5 p.m.,
Eastern Time, January 15, 2003.
Any action required by statute to be taken at any annual or special meeting of
shareholders of the Company, or any action which may be taken at any annual or
special meeting of such shareholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, are signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. To be effective a written consent must follow the
procedure laid out in our By-Laws.
All proposals should be made in writing and sent via registered, certified or
express mail, to our executive offices, Universe2U Inc. 30 West Beaver Creek
Road, Suite 109 Richmond Hill, Toronto, Ontario, Canada L4B 3K1 Attention: Paul
Pathak, Secretary.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational reporting requirements of the
Exchange Act and currently files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the Commission's Public Reference Room located at room 1024, 450 Fifth
Street, N.W., Washington D.C. 20549. The Commission may be reached at
1-800-SEC-0330 for further information on the Public Reference Room. The
Commission maintains an internet website at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission, including the Company.
OTHER MATTERS
The Board of Directors is not aware of any other matters to come before the
Annual Meeting. If any matter not mentioned in this proxy statement is properly
brought before the meeting, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies with respect to those matters in
accordance with their judgment.
By Order of the Board of Directors
Paul Pathak
Secretary
Toronto, Ontario
April 26, 2002
15
[Form of Proxy]
Front
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
Universe2U Inc.
May 30, 2002
Please Detach and Mail Promptly in the Envelope Provided
- --------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example using
dark ink only.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MATTERS (1), (2) and (3) LISTED
BELOW, TO COME BEFORE THE ANNUAL MEETING.
1. Election of six (6) directors, to serve until the 2003 Annual Meeting of
Shareholders and until their respective successors have been elected and
qualified.
Vote FOR all Nominees Vote AGAINST WITHHOLD Nominees
--------
listed at right all Nominees Authority Angelo Boujos
(except as marked to the at right Abstain from voting Kim Allen
--------
contrary below) for all Nominees Paul Pathak
--------------
at right) Anthony Palumbo
--------
[_] [_] [_] Frederick Kasravi
Jeff Rosenthal
FOR, except withheld vote for the following nominee(s):
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2. To ratify the appointment of Moore Stephens Cooper Molyneux LLP as
independent auditor of Universe2U Inc. for the fiscal year ending December
31, 2002.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Upon any and all other business that may properly come before the Annual
Meeting.
This Proxy, which is solicited on behalf of the Board of Directors, will be
voted FOR the matters described in paragraphs (1), (2) and (3) unless the
shareholder specifies otherwise, in which case it will be voted as specified. In
their discretion, the Proxies are authorized to vote upon such other business as
may properly come before the meeting.
SIGNATURE ___________________________________________ DATED__________, 2002
SIGNATURE ___________________________________________ DATED__________, 2002
[Form of Proxy]
[Back]
NOTE: PLEASE SIGN EXACTLY AS NAME OR NAMES APPEAR HEREON. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL
TITLE. 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 PARTNER.
PROXY PROXY
UNIVERSE2U INC.
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
The undersigned holder of Common Stock of Universe2U Inc., revoking all proxies
previously given, hereby constitutes and appoints Angelo Boujos, Kim Allen and
Paul Pathak and each of them Proxies, with full power of substitution and
re-substitution, on behalf and in the name of the signatories hereto, to vote
all of the undersigned's shares of the said stock, according to the number of
votes and with all the powers the undersigned would possess if personally
present, at the Annual Meeting of Shareholders of Universe2U Inc. to be held at
the office of the Company, 30 West Beaver Creek Road, Suite 109, Richmond Hill,
Ontario, Canada L4B 3K1 on Thursday May 30, 2002, at 10:00 a.m., Eastern time,
and at any adjournments or postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement relating to the meeting and hereby revokes any proxy or proxies
previously given.
Each properly executed Proxy will be voted in accordance with the specifications
made on the reverse side of this Proxy and in the discretion of the Proxies on
any other matter which may properly come before the meeting. Where no choice is
specified, this Proxy will be voted FOR all listed nominees to serve as
directors and FOR proposal (2). In their discretion, the Proxies are authorized
to vote upon such other business as may properly come before the meeting.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE