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:
<Table>
[ ] 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
</Table>
CITYXPRESS.COM, CORP.
- --------------------------------------------------------------------------------
(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)(1) 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:
CITYXPRESS.COM CORP
Suite 200
1727 West Broadway
Vancouver, British Columbia V6J 4W6
- --------------------------------------------------------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 29, 2001
- --------------------------------------------------------------------------------
Proxies in the accompanying form are solicited on behalf, and at the
direction, of the Board of Directors of CityXpress.com Corp. (the "Company") for
use at the Annual Meeting of the Company's shareholders to be held on November
29, 2001 or any adjournment(s) thereof (the "Annual Meeting") for the purposes
set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders. A shareholder executing and returning a proxy has the power to
revoke it at any time before it is voted by delivering written notice of
revocation to the Secretary of the Company prior to or at the Annual Meeting, by
filing a duly executed proxy bearing a later date or by voting in person at the
Annual Meeting. Unless so revoked, the persons appointed by the enclosed proxy
have advised the Board of Directors that it is their intention to vote at the
Annual Meeting in compliance with the instructions on the proxy and, if no
contrary instruction is indicated on the proxy, for the election of the persons
nominated to serve as directors, to approve the two (2) amendments to the
Company's Articles of Incorporation, and in accordance with their best judgment
on any other matters properly brought before the Annual Meeting as described
herein. The Board of Directors is not aware of any other matter which may come
before the Annual Meeting. The persons appointed in the enclosed proxy may, at
their discretion, vote the proxy to adjourn the Annual Meeting from time to
time.
When stock is held of record in the name of more than one person, the
proxy is valid if signed by any of such persons unless the Company receives
written notice to the contrary. If the shareholder is a corporation, the proxy
should be signed in the name of such corporation by an authorized officer. If
signed as attorney, executor, administrator, trustee, guardian or in any other
representative capacity, the signer's full title should be given and, if not
previously furnished, a certificate or other evidence of appointment should be
furnished to the Company.
This Proxy Statement and the form of proxy which is enclosed and the
Company's 2001 Annual Report on Form 10K-SB are first being mailed to the
Company's shareholders entitled to vote at the Annual Meeting commencing on or
about November 01, 2001.
The cost of soliciting proxies will be paid by the Company.
Solicitations may be made by mail, personal interview, telephone, and facsimile
by officers and regular employees of the Company, who will receive no additional
compensation for their services. The Company will reimburse banks, brokers and
other nominees for their reasonable expenses in forwarding proxy material to the
beneficial owners for whom they hold shares.
Only holders of record of the Company's shares of Common Stock (the
"Common Stock") at the close of business on September 28, 2001 are entitled to
receive notice of, and to vote at, the Annual Meeting and any adjournment
thereof. On September 28, 2001 there were 23,143,898 shares of Common Stock
issued and outstanding. Each share of Common Stock is entitled to one vote for
each matter considered. A majority of the outstanding shares of Common Stock
entitled to vote at the Annual Meeting must be present at the Annual Meeting, in
person or by proxy, to constitute a quorum for the transaction of business.
Shares represented by proxies that reflect abstentions or include "broker
non-votes" will be treated as shares that are present and entitled to vote for
purposes of determining the presence of a quorum.
Under applicable Florida laws and the Company's Articles of
Incorporation and Bylaws (i) for the election of directors, which requires a
plurality of the votes cast at the Annual Meeting, only proxies and ballots
indicating votes "FOR all nominees", "WITHHELD for all nominees" or specifying
that votes be withheld for one or more designated nominees are counted to
determine the total number of votes cast; and (ii) for the adoption of all other
proposals, which are decided by a majority of the shares of Common Stock of the
Company outstanding or present in person or by proxy and entitled to vote, only
proxies and ballots indicating votes "FOR", "AGAINST" or "ABSTAIN" on the
proposals or providing the designated proxies with the right to vote in their
judgment and discretion on the proposals are counted to determine the number of
shares present and entitled to vote. "Broker non-votes" are not counted for
purposes of determining the number of votes cast with respect to a particular
proposal, and whether a proposal has been approved.
The mailing address of the principal corporate office of the Company is
Suite 200, 1727 West Broadway, Vancouver, British Columbia, Canada, V6J 4W6.
VOTING SECURITIES AND PRINCIPAL HOLDERS
Any shareholder of record at the close of business on September 28,
2001 (the "Record Date") will be entitled to vote at the Annual Meeting. On the
Record Date, there were issued and outstanding 23,143,898 shares of Common
Stock.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Unless otherwise indicated, the following table sets forth certain
information available to the Company as of September 28, 2001, regarding (a) the
ownership of the Company's common stock by (i) each of the Company's directors
and nominees; (ii) each of the Company's named executive officers; and (iii) all
directors and executive officers of the Company as a group; and (b) the
ownership of the Company's common stock by all those known by the Company to be
beneficial owners of more than five percent (5%) of its outstanding common
stock.
- -------------------------------------------------------------------------------------------------------------------------
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENTAGE OF CLASS (8)
BENEFICIAL OWNER BENEFICIAL OWNERSHIP
- -------------------------------------------------------------------------------------------------------------------------
Phil Dubois
Common Shares Suite 200, 1727 West Broadway 3,063,050 (1),(7) 13.0% (8)
Vancouver, BC V6J 4W6
- -------------------------------------------------------------------------------------------------------------------------
Ken Bradley
Common Shares Suite 200, 1727 West Broadway 3,103,050 (2),(7) 13.1% (8)
Vancouver, BC V6J 4W6
- -------------------------------------------------------------------------------------------------------------------------
Brent Forgeron
Common Shares 23-1243 Thurlow Street 875,000 (9) 3.8% (8)
Vancouver, BC V6E 1X4
- -------------------------------------------------------------------------------------------------------------------------
Ken Spencer
Common Shares Suite 200, 1727 West Broadway 1,975,480 (3),(7) (10) 8.2% (8)
Vancouver BC V6J 4W6
- -------------------------------------------------------------------------------------------------------------------------
Jim MacKay
Common Shares Suite 200, 1727 West Broadway 250,000 (4) 1.1% (8)
Vancouver BC V6J 4W6
- -------------------------------------------------------------------------------------------------------------------------
Bob Smart
Common Shares Suite 200, 1727 West Broadway 75,000 (6) 0.3% (8)
Vancouver BC V6J 4W6
- -------------------------------------------------------------------------------------------------------------------------
Ian Thomas
Common Shares Suite 200, 1727 West Broadway 75,000 (6) 0.3% (8)
Vancouver BC V6J 4W6
- -------------------------------------------------------------------------------------------------------------------------
ALL OFFICERS AND DIRECTORS AS A GROUP (7) 9,416,580 37.1% (8)
- -------------------------------------------------------------------------------------------------------------------------
(1) Includes 71,000 shares of common stock owned by Mr. Dubois's wife. Also
includes 430,800 shares of common stock, which may be purchased
pursuant to warrants granted by the Company.
(2) Includes 71,000 shares of common stock owned by Mr. Bradley's wife.
Also includes 470,800 shares of common stock, which may be purchased
pursuant to warrants granted by the Company.
(3) Includes 795,240 shares of common stock that may be purchased pursuant
to warrants granted by the Company. These warrants were purchased by
him from the Company in two private placements.
(4) Includes 250,000 shares of common stock, which may be purchased
pursuant to options granted by the Company.
(5) Includes 75,000 shares of common stock, which may be purchased pursuant
to options granted by the Company.
(6) Includes 75,000 shares of common stock which may be purchased pursuant
to options granted by the Company
(7) Certain of these shares are subject to transfer restrictions.
(8) The percentages in this table are based on a total number of
outstanding common shares at September 21, 2001 of 23,143,898 plus it
assumes the warrants or options granted to each director or executive
officer has been 100% exercised by them. Therefore each executive
officer or directors percentage has been adjusted by their specific
option or warrants grants. If all the options and warrants granted to
executive officers and directors were exercised the total outstanding
common shares would be 25,374,938.
(9) Mr. Forgeron ceased employment with the Company on September 5, 2000.
(10) Includes 135,000 shares of common stock, which may be purchased
pursuant to options granted by the Company.
Should Lee Enterprises Incorporated convert their $3,000,000
convertible debenture to common stock of the Company it would own 15,425,156
common stock of the Company, which would represent a percentage ownership of
40%. This percentage is based on outstanding common shares of 38,469,054
ITEM 1
ELECTION OF DIRECTORS
The Company proposes that the following four (4) individuals be elected
to the Board of Directors of the Company. Information regarding the persons
nominated to stand for election at the Annual Meeting appear in the sections
below.
Directors nominated herein are elected to serve until the next annual
meeting of shareholders and until their respective successors have been duly
elected and qualified. Nominees receiving a plurality of the votes cast will be
elected as directors. The enclosed form of proxy provides a means for the
holders of Common Stock to vote for all of the nominees listed therein, to
withhold authority to vote for one or more of such nominees or to withhold
authority to vote for all of such nominees. The Company is not aware of any
reason why any of the nominees, if elected, would be unable to serve as a
director. If an unexpected occurrence makes it necessary, in the judgment of the
Board of Directors, that some other person be substituted for any of the
nominees, shares represented by proxies will be voted for such other person as
the Board may select.
Vacancies on the Board of Directors may be filled by the Board of
Directors until the next annual meeting of shareholders. Proxies cannot be voted
on the election of directors for a greater number of persons than four (4),
which is the number of nominees named herein.
In the election of directors, a shareholder has the right to vote the
number of shares owned by the shareholder for as many persons as there are
directors to be elected. The Company's Articles of Incorporation do not permit
cumulative voting.
NOMINEES TO SERVE AS DIRECTORS
- -----------------------------------------------------------------------------------------------
NAME AGE DIRECTOR SINCE POSITION(S) HELD
- -----------------------------------------------------------------------------------------------
Ken R. Bradley 54 January 1999 Chief Operating Officer & CFO
- -----------------------------------------------------------------------------------------------
Phil M. Dubois 54 January 1999 President & CEO
- -----------------------------------------------------------------------------------------------
Bob Smart 50 August 1999 Partner, Radford & Smart
- -----------------------------------------------------------------------------------------------
Ken Spencer 56 August 1999 Chairman of the Board
- -----------------------------------------------------------------------------------------------
BUSINESS EXPERIENCE OF THE NOMINEES FOR THE BOARD OF DIRECTORS
KEN R. BRADLEY, age 54, and has served as Chief Operating Officer, CFO and a
director of the Company since the acquisition of Xceedx on January 27, 1999.
From January 1996 to present, Mr. Bradley serves as Vice President Finance, Vice
President of Operations and a director of Xceedx a company he co-founded in
1996. Since January 27, 1999, Mr. Bradley serves as Vice President Finance and
director of WelcomeTo. From September 1994 to December 1995, Mr. Bradley was an
independent consultant providing consulting services to technology companies.
From September 1990 to August 1994, Mr. Bradley was Vice President Finance and
Administration at Modatech Systems Inc., a company in the North American sales
force automation marketplace. Mr. Bradley's past experience also includes
serving as Regional Controller at Domtar Packaging, a national company involved
in the manufacturing of corrugated containers. From February 1983 to January
1987, Mr. Bradley served as Manager of Finance and Administration at Mobile Data
International Inc., a company that developed mobile data terminals that operated
over radio frequency. Mr. Bradley is a Certified Management Accountant.
PHIL M. DUBOIS, age 54, has served as President, CEO and a director of the
Company since the acquisition of Xceedx on January 27, 1999. From January 1996
to present, Mr. Dubois serves as President, CEO and a director of Xceedx a
company he co-founded in 1996. Xceedx was a developer of eCommerce software
solutions. Since January 27, 1999, Mr. Dubois is also President, CEO and a
director of WelcomeTo. From September 1994 to December 1995, Mr. Dubois was an
independent consultant providing consulting services to technology companies.
From May 1992 to August 1994, Mr. Dubois served as President and CEO of Modatech
Systems Inc., a company in the North American sales force automation
marketplace. From May 1989 to May 1992, Mr. Dubois served as Vice President of
Development of Modatech. From May 1989 to August 1994, Mr. Dubois was a director
of Modatech. Mr. Dubois is the past chair of AceTech and a director of AceTech,
a not-for-profit association of high tech CEOs.
BOB SMART, age 50, has served as a director since August 25, 1999. Mr. Smart has
over 20 years of senior management experience in a variety of businesses. He
currently is a Partner in the consulting firm of Radford & Smart, a position he
has held since February 1999. From June 1998 to February 1999, he served as
Executive Vice President and a director of Bargain Castle International Discount
Centres Ltd., a wholesale and retail products liquidator. From December 1997 to
June 1998, Mr. Smart served as President of Webcastsystems Inc., a software
developer. From October 1996 to December 1997, he served as President of
ActionView Advertising Ltd. an outdoor advertising media company. From October
1994 to October 1996 Mr. Smart served as Vice President Corporate Development of
Imperial Ginseng Products Ltd., a grower and distributor of ginseng and ginseng
products.
KEN SPENCER, age 56, and has served as Chairman and a director of the Company
since August 3, 1999. In 1983, Mr. Spencer co-founded Creo Products, a company
that manufactures complex, high-value equipment utilizing precision mechanics,
digital design, lasers, optics and software for the printing industry. He served
as CEO of Creo Products from 1985 to 1995, and as Chairman of the Creo Products
Board of Directors from 1985 to 1996. Mr. Spencer remains a director of Creo
Products. Mr. Spencer also serves as a director of De Novo Enzymes, a
bio-technology company, Science World, a government organization that promotes
science and technology throughout the province of British Columbia and the BC
Institute of Technology and as Chairman of the Board of Spectrum Signal
Processing, a position he has held since December, 1997.
BOARD AND COMMITTEE MEETINGS
During the Company's fiscal year ended June 30, 2001, the Board of
Directors met 6 times. The Board of Directors has an Audit Committee and a
Compensation Committee. With the exception of one meeting which was attended by
4 of the 5 directors, each director attended all meetings of the Board of
Directors.
The Audit Committee makes recommendations as to the selection of
independent auditors, evaluates the audit services and the Company's financial,
accounting and internal audit policies, functions and systems, and approves the
engagement of independent auditors to provide non-audit services. The Audit
Committee met 2 times during the Company's fiscal year ended June 30, 2001. The
Audit Committee consists of Messrs. Spencer, Smart and Dubois. Each member of
the Audit Committee attended all meetings of the Committee.
The Compensation Committee makes recommendations as to the compensation
and benefits to be paid to the Company's officers and directors. The
Compensation Committee met 2 times during the Company's fiscal year ended June
30, 2001. The Compensation Committee consists of Messrs. Spencer, Thomas and
Bradley. Each member of the Compensation Committee attended all meetings of the
Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Bradley, who is the Company's Chief Operating Officer, is a member
of the Compensation Committee
DIRECTORS REMUNERATION
In the Company's fiscal year ended June 30, 2001, Directors of the
Company did not receive any cash compensation from the Company for their
services as directors. During the Company's fiscal year ended June 30, 2001, the
Company granted: (i) stock purchase options for 35,000 shares of common stock to
Mr. Spencer; (ii) stock purchase options for 25,000 shares of common stock to
Mr. Smart; and (iii) stock purchase options for 25,000 shares of common stock to
Mr. Thomas. The stock purchase options were granted under the Company's 1999
stock option plan.
COMPENSATION OF OFFICERS AND DIRECTORS
As of June 30, 2001, the Company's executive officers consisted of:
Phil Dubois, President and CEO; Ken R. Bradley, Chief Operating Officer and CFO;
Jim MacKay Vice President Sales & Marketing. Mr. Forgeron ceased employment with
the Company on September 05, 2000.
During the year ended June 30, 2001, salary compensation was paid to
our executive officers. The following table contains information concerning
compensation paid to named executive officers for the financial years ended June
30, 2001 and for the year ended June 30, 2000.
- -------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-----------------------------------------------------------------------------------------
AWARDS PAY-OUTS
- -------------------------------------------------------------------------------------------------------------------------
NAME AND YEAR SALARY BONUS OTHER RESTRICTED RESTRICTED LTIP ALL OTHER
PRINCIPAL POSITION ($) ($) ANNUAL STOCK STOCK PAYOUTS COMPEN-
COMPEN AWARD(S) AWARD(S) SATION
SATION ($) ($) ($)
($)
- -------------------------------------------------------------------------------------------------------------------------
Phil Dubois 2001 67,752 Nil Nil Nil Nil Nil Nil
President & CEO 2000 48,629 Nil Nil Nil Nil Nil Nil
- -------------------------------------------------------------------------------------------------------------------------
Ken Bradley 2001 67,752 Nil Nil Nil Nil Nil Nil
COO & CFO 2000 48,629 Nil Nil Nil Nil Nil Nil
- -------------------------------------------------------------------------------------------------------------------------
Brent Forgeron (1) 2001 21,173 Nil Nil Nil Nil Nil Nil
Vice President 2000 40,759 Nil Nil Nil Nil Nil Nil
- -------------------------------------------------------------------------------------------------------------------------
Jim MacKay (2) 2001 80,000 Nil Nil Nil Nil Nil Nil
VP Sales & Marketing 2000 12,500 Nil Nil Nil 250,000 Nil Nil
- -------------------------------------------------------------------------------------------------------------------------
(1) Mr. Forgeron ceased employment with the Company on September 5, 2000.
(2) Mr. MacKay commenced employment with the Company on April 17, 2000.
STOCK OPTIONS
The following stock purchase options were granted by the Company during the
fiscal year ended June 30, 2001.
On November 10, 2000, the Company granted 65,000 share purchase options
for its common shares to certain of its employees. These share purchase options
are exercisable until November 10, 2004 at an exercise price of $0.25 per common
share. The share purchase options become exercisable as to one third of the
option shares on each of the first, second, and third anniversaries of the date
the share purchase options are granted, provided that the employee is employed
by the Company on each such anniversary date. These share purchase options were
granted under the Company's 1999 Stock Option Plan.
On March 29, 2001, 90,000 share purchase options to acquire common
shares were granted to certain employees. These share purchase options are
exercisable until March 29, 2005 at an exercise price of $0.25 per common share.
The share purchase options become exercisable as to one third of the option
shares on each of the first, second, and third anniversaries of the date the
share purchase options are granted, provided that the employee is employed by
the Company on each such anniversary date. These share purchase options were
granted under the Company's 1999 Stock Option Plan.
On May 29, 2001, 60,000 share purchase options to acquire common shares
were granted to an employee. These share purchase options are exercisable until
May 29, 2005 at an exercise price of $0.25 per common share. The share purchase
options become exercisable as to one third of the option shares on each of the
first, second, and third anniversaries of the date the share purchase options
are granted, provided that the employee is employed by the Company on each such
anniversary date. The share purchase options were granted under the Company's
1999 Stock Option Plan.
On June 14, 2001, 600,000 share purchase options to acquire common
shares were granted to certain employees. These share purchase options are
exercisable until June 14, 2004 at an exercise price of $0.25 per common share.
The share purchase options become exercisable as to one third of the option
shares on June 14, 2001 and one third on the, second, and third anniversaries of
the date the share purchase options are granted, provided that the employee is
employed by the Company on each such anniversary date. These share purchase
options were granted under the Company's 1999 Stock Option Plan.
On November 29, 2000, the Company granted 85,000 share purchase options
to directors. These share purchase options are exercisable until November 30,
2003 at an exercise price of $0.25 per common share. These share purchase
options are exercisable from November 29, 2001 to November 30, 2003.
On December 8, 2000, the Company cancelled 490,000 stock options that
were granted to certain employees in July 1999.
As of June 30, 2001 no stock options have been granted to Mr. Phil
Dubois President & Chief Executive Officer and Mr. Ken Bradley Chief Operating
Officer & Chief Financial Officer. As of June 30, 2001, 250,000 options have
been granted to Mr. Jim MacKay VP Sales & Marketing. These share purchase
options were granted on May 15, 2000 at an exercise price of $0.25 per common
share until May 15, 2004. The share purchase options become exercisable as to
one third of the option shares on each of the first, second, and third
anniversaries of the date the share purchase options are granted, provided that
the employee is employed by the Company on each such anniversary date. The share
purchase options were granted under the Company's 1999 Stock Option Plan.
As of June 30, 2001, 1,900,000 stock options are outstanding as
explained in Note 13(b) of the audited consolidated financials, which are
enclosed.
The following table summarizes information concerning options granted
to named executive officers and directors for the financial year ended June 30,
2001:
- ---------------------------------------------------------------------------------------------------------------------------------
OPTIONS / SAR GRANTS IN LAST FINANCIAL YEAR
- ---------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------------------------------------------------
NAME NUMBER OF SECURITIES UNDERLYING % OF TOTAL OPTIONS/SARS GRANTED EXERCISE OR EXPIRATION DATE
OPTIONS/SAR GRANTS TO EMPLOYEES IN FISCAL YEAR BASE PRICE ($/SH)
- ---------------------------------------------------------------------------------------------------------------------------------
Phil Dubois (1) Nil N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
Ken Bradley (1) Nil N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
Brent Forgeron (1) Nil N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
Jim MacKay Nil N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
Ken Spencer 35,000 3.9% (2) $0.25 11/30/2003
- ---------------------------------------------------------------------------------------------------------------------------------
Bob Smart 25,000 2.8% (2) $0.25 11/30/2003
- ---------------------------------------------------------------------------------------------------------------------------------
Ian Thomas 25,000 2.8% (2) $0.25 11/30/2003
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL GRANTED 85,000 9.5% (2)
- -----------------------------------------------------------------------
(1) There were no options granted by the Company to these specified
executive officers during the year ended June 30, 2001.
(2) The percentage of total options granted was based 900,000 options
granted to employees and officers in the year ending June 30, 2001.
The following is a summary of the share purchase options exercised by
the Company's directors and officers during the financial year ended June 30,
2001:
- ----------------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES DURING THE LAST
FINANCIAL YEAR END AND FINANCIAL YEAR END OPTION/SAR VALUES
- ----------------------------------------------------------------------------------------------------------------------------
NAME COMMON SHARES AGGREGATE VALUE NO. OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-
ACQUIRED ON EXERCISE (#) REALIZED ($) UNEXERCISED OPTIONS AT THE-MONEY OPTIONS/SARS
FINANCIAL YEAR-END AT FINANCIAL YEAR-END ($)
------------------------------
EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------------------
Phil Dubois (1) Nil Nil Nil Nil N/A
- ----------------------------------------------------------------------------------------------------------------------------
Ken Bradley (1) Nil Nil Nil Nil N/A
- ----------------------------------------------------------------------------------------------------------------------------
Brent Forgeron (1) Nil Nil Nil Nil N/A
- ----------------------------------------------------------------------------------------------------------------------------
Ken Spencer Nil Nil 100,000 35,000 Nil
- ----------------------------------------------------------------------------------------------------------------------------
Bob Smart Nil Nil 50,000 25,000 Nil
- ----------------------------------------------------------------------------------------------------------------------------
Ian Thomas Nil Nil 50,000 25,000 Nil
- ----------------------------------------------------------------------------------------------------------------------------
Jim MacKay Nil Nil 83,333 166,667 Nil
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL NIL NIL 283,333 251,667 NIL
- ----------------------------------------------------------------------------------------------------------------------------
(1) There were no options granted by the Company to these specified
executive officers noted during the year ended June 30, 2001.
The following is a summary of long-term incentive plans granted to the
Company's directors and officers and during the financial year ended June 30,
2001:
- ------------------------------------------------------------------------------------------------------------------------
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
- ------------------------------------------------------------------------------------------------------------------------
NUMBER OF PERFORMANCE OR
NAME SHARES, UNITS OR OTHER PERIOD UNTIL THRESHOLD TARGET MAXIMUM
OTHER RIGHTS # MATURATION OR ($ OR #) ($ OR #) ($ OR #)
PAY-OUT
- ------------------------------------------------------------------------------------------------------------------------
Phil Dubois (1) Nil Nil Nil Nil N/A
- ------------------------------------------------------------------------------------------------------------------------
Ken Bradley (1) Nil Nil Nil Nil N/A
- ------------------------------------------------------------------------------------------------------------------------
Brent Forgeron (1) Nil Nil Nil Nil N/A
- ------------------------------------------------------------------------------------------------------------------------
Ken Spencer Nil Nil Nil Nil Nil
- ------------------------------------------------------------------------------------------------------------------------
Bob Smart Nil Nil Nil Nil Nil
- ------------------------------------------------------------------------------------------------------------------------
Ian Thomas Nil Nil Nil Nil Nil
- ------------------------------------------------------------------------------------------------------------------------
Jim MacKay Nil Nil Nil Nil Nil
- ------------------------------------------------------------------------------------------------------------------------
(1) There were no options granted by the Company to these specified
executive officers during the year ended June 30, 2001.
DESCRIPTION OF 1999 STOCK OPTION PLAN
The Company's 1999 Stock Option Plan (the "Stock Option Plan") was
adopted by the Board of Directors and approved by the Company's shareholders on
August 25, 1999. The purpose of the Plan is to reward the contributions made to
the Company by employees, directors and consultants, to provide such persons
with additional incentive to devote themselves to the future success of the
Company, and to improve the ability of the Company to attract, retain and
motivate individuals upon whom the Company's sustained growth and financial
success depend. Pursuant to the Stock Option Plan, the Company may grant or
issue stock options to directors, officers, advisors and employees of the
Company or any other person or company engaged to provide ongoing services to
the Company.
The Board of Directors determines the terms and provisions of the stock
options granted under the Stock Option Plan. The Stock Option Plan may be
amended at any time by the Board of Directors, although certain amendments may
require shareholder approval. On November 29, 2000, the Board of Directors
amended the stock option plan to increase the number of common shares available
for grant from 2,000,000 to 3,000,000 shares of common shares. This amendment
was approved by the shareholders at the Annual Meeting of shareholders held on
November 29, 2000 The Board of Directors may terminate the Stock Option Plan at
any time.
COMPENSATION OF DIRECTORS
The only compensation received for serving as Directors is the options
granted to each director.
EXECUTIVE OFFICERS CONSULTING AGREEMENT
On January 21, 1999, the Company entered into separate Consulting
Agreements with Phil Dubois and Ken Bradley, named executive officers of the
Company. Pursuant to these Consulting Agreements, Mr. Dubois and Mr. Bradley
provide corporate financing and business strategy consulting services to and on
behalf of the Company and each receive compensation of $6,000 Canadian per
month.
On November 1, 2000, the Company increased compensation to $10,000
Canadian per month for both Mr. Dubois and Mr. Bradley.
Each consulting agreement is for a term of two years. The Company may
renew either or both of the consulting agreements for successive terms of a
duration decided by the Company by written notice to the other party. Absent
agreement by the parties or notice by the Company, each of the Consulting
Agreements automatically renews for a one-year term. Each consulting agreement
contains confidentiality and certain non-compete provisions. Each consulting
agreement provides that the Company determines what corporate benefit plans and
programs Mr. Dubois or Mr. Bradley will participate in and the terms of such
participation.
The Company has the right to terminate Mr. Dubois at any time for legal
cause without notice or payment to him. If the Company terminates the consulting
agreement of Mr. Dubois without cause, the Company is obligated to pay him
$12,000 Canadian for each month remaining in the term of the Consulting
Agreement.
The Company has the right to terminate Mr. Bradley at any time for
legal cause without notice or payment to him. If the Company terminates the
Consulting Agreement of Mr. Bradley without cause, the Company is obligated to
pay him $12,000 Canadian for each month remaining in the term of the Consulting
Agreement.
Either Mr. Dubois or Mr. Bradley may terminate his Consulting Agreement
on three- (3) month's prior notice to the Company.
On December 31, 2000, the consulting agreements with Phil Dubois and
Ken Bradley were not renewed. Subsequently, on January 1, 2001, Mr. Dubois and
Mr. Bradley became fulltime employees of the Company and each receives
compensation of $10,000 Canadian per month.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company is composed of three members:
two are independent directors and non-employees; one is a director and member of
executive management. CityXpress directors have no "interlocking relationships"
as defined by the SEC. The Compensation Committee sets compensation policies for
officers and directors of the Company.
The Compensation Committee supports the philosophy that the
relationship between pay and individual performance is the cornerstone of the
Company's compensation program. The Compensation Committee makes recommendations
to CityXpress' Board of Directors with a view to: (i) ensuring that a
competitive and fair total compensation package is provided the officers in
order to recruit and retain quality personnel, (ii) ensuring that written
performance evaluations are made not less frequently than annually, and (iii)
periodically reviewing and revising salary ranges and total compensation
programs for officers using information provided by current surveys of peer
group market salaries for specific jobs and general industry salary surveys. The
Compensation Committee believes that significant ownership of Common Stock by
officers is desirable in that it more closely aligns the upside and downside
risk of return for these individuals with the Company's shareholders.
BASE SALARIES
In establishing officer salaries and increases, the Compensation
Committee considers individual performance and the relationship of total
compensation to the defined salary market. The decision to increase base pay for
officers is recommended by the Compensation Committee and approved by the Board
of Directors. Information regarding salaries paid by similar software companies
is obtained through formal salary surveys and other means and is used in the
decision process to ensure competitiveness with CityXpress' peers and
competitors.
CityXpress' general philosophy is to provide base pay competitive with
other software companies and Internet application service providers of similar
size in the Pacific Northwest. Annual cash incentives are paid based on the
Company's achievement of defined financial goals.
CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER COMPENSATION
CityXpress' Compensation Committee formally reviews the compensation
paid to the Chief Operating Officer and the Chief Executive Officer of the
Company in November of each year. Compensation, including salary and cash
incentives for such officers, is based on various qualitative and quantitative
indicators of corporate and individual performance in determining the level and
composition of compensation. While the Compensation Committee considers more or
less equally such performance measures as growth in revenues, net operating
income and cash flow, it does not apply any specific quantitative formula in
making compensation recommendations. The Compensation Committee also values
achievements that may be difficult to quantify and recognizes the importance of
such qualitative factors. Compensation for the Chief Executive Officer and the
Chief Operating Officer is set by the Board of Directors.
Based on an understanding that CityXpress was a development stage
company and required ongoing financing, the salaries of Mr. Phil Dubois,
President and Chief Executive Officer, and Mr. Ken Bradley, Chief Operating
Officer and CFO, were increased from $48,629 (US) to $67,752 (US) for the year
ended June 30, 2001.
ANNUAL CASH INCENTIVES
CityXpress believes that cash incentives should be utilized to better
align pay with individual and Company performance. Funding for any Cash
Incentive Plan will be dependent on CityXpress first attaining adequate
financing and the Company meeting defined performance thresholds. Once such
thresholds are attained, the Compensation Committee, based in part upon
recommendations from CityXpress' Chief Executive Officer, may approve awards to
those officers who have made superior contributions to Company performance as
measured and reported through established individual performance goals. This
philosophy, when fully implemented, is designed to better control overall
expenses associated with future performance.
LONG-TERM INCENTIVES
The Company maintains its 1999 Employee Stock Option Plan pursuant to
which directors, officers, advisors and employees may be awarded options to
purchase Common Shares. In the year ended June 30, 2001, no stock options were
awarded.
$1 MILLION DEDUCTION LIMIT
At this time, the Company is not at risk of losing deductions under the
recently enacted $1 million deduction limit on executive pay established under
Section 162(m) of the Internal Revenue Code of 1986. As a result, the Committee
has not established a policy regarding this limit.
SUMMARY
In summary, CityXpress' executive compensation for the fiscal year
ended June 30, 2001 was based on an understanding that the Company was a
development stage company that lacked the resources to competitively compensate
its executive officers. The Compensation Committee recognizes that the
compensation of the Company's Chief Executive Officer, Chief Operating Officer
and Vice President Sales and Marketing is significantly less than salaries paid
to executive officers in comparable companies of similar size.
This concludes the report of the Compensation Committee.
Ken Bradley Ian Thomas Ken Spencer
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors, which consists of three
members two of which are independent directors (as that term is defined in Rule
4200 (a) of the National Association of Securities Dealers' Marketplace Rules),
has furnished the following report:
The Audit Committee assists the Board in overseeing and monitoring the
integrity of the Company's financial reporting process, its compliance with
legal and regulatory requirements and the quality of its internal and external
audit processes.
Management has primary responsibility for the Company's financial
statements, and the overall reporting process, including its system of internal
controls. Ernst & Young LLP (E&Y), the Company's independent auditors, audits
the annual consolidated financial statements prepared by management and
expresses an opinion on whether those statements fairly present in all material
respects our financial position, results of operations and cash flow under
accounting principles generally accepted in the United States.
In fulfilling its responsibilities for the review of the Audited
Consolidated Financial Statements for the year ended June 30, 2001, the Audit
Committee:
- - Reviewed and discussed the Audited Consolidated Financial Statements
for the year ended June 30, 2001 with management and E&Y
- - Discussed with E&Y the matters required to be discussed in Statement of
Auditing Standards No. 61 relating to the scope and results of the
audit
- - Received written disclosure and the letter from E&Y regarding its
independence as required by the Independence Standards Board No. 1. The
Audit Committee discussed with E&Y their independence
- - Reviewed the Memorandum of Recommendations on internal weaknesses
prepared by E&Y and the recommendations for improvement prepared by
management
Based upon this review, the Audit Committee recommended to the full
Board of Directors that the Audited Consolidated Financial Statements be
included in the Company's Annual Report on Form 10-KSB for the year ended June
30, 2001 filed with the United States Securities and Exchange Commission
("SEC").
The Board of Directors of the Company has not adopted a written charter
for its Audit Committee.
Audit Committee of the Board of Directors:
Bob Smart Ken Spencer Phil Dubois
INDEPENDENT PUBLIC ACCOUNTANTS
GENERAL: During the fiscal year ended June 30, 2001, the Company
engaged E&Y to provide certain audit services, including the audit for the
annual financial statements, and review of the quarterly financial data
furnished by the Company to the SEC for the quarters ended September 30, 2000,
December 31, 2000 and March 31, 2001, services performed in connection with
filing this Proxy Statement and the Annual Report on Form 10-K by the Company
with the SEC, attendance at meetings with the Audit Committee and consultation
on matters relating to accounting, tax and financial reporting. E&Y has acted as
independent certified public accountants for the Company since April 1999.
Neither E&Y nor any of its associates has any relationship to the Company or any
of its subsidiaries except in its capacity as independent certified public
accountants.
The Company expects that representatives of E&Y will attend the Annual
Meeting of Shareholders. These representatives will be available to respond to
appropriate questions raised orally and will be given the opportunity to make a
statement if they so desire.
AUDIT FEES: The aggregate fees billed to the Company for the fiscal
year ended June 30, 2001 for professional services rendered are as follows:
-------------------------------------------------------------------------------------------------
TYPE OF SERVICE AMOUNT OF FEE
-------------------------------------------------------------------------------------------------
Audit Fees $37,463
-------------------------------------------------------------------------------------------------
Financial Information Systems Design and Implementation Fee $ 0
-------------------------------------------------------------------------------------------------
All Other Fees $14,345
-------------------------------------------------------------------------------------------------
TOTAL AUDIT FEES $51,808
----------------------------------
The Audit Committee has considered the provision of the services
covered by "Financial Information Systems Design and Implementation Fees" and
"All other Fees" and believes such fees are compatible with maintaining the
independence of E&Y.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
GENERAL
Pursuant to a share purchase agreement dated January 7, 1999, the
shareholders of WelcomeTo sold their 100% interest in WelcomeTo to
CityXpress.com for 8,510,000 shares in CityXpress.com which represented a
controlling interest of approximately 62.5%. For accounting purposes this
transaction was considered the recapitization of WelcomeTo and the acquisition
of CityXpress.com by WelcomeTo. For a more detailed description of this
transaction see Item 1 "Description of Business - Corporate History".
On January 27, 1999, CityXpress.com acquired all of the issued and
outstanding shares of Xceedx by exchanging one share of CityXpress.com for each
share of common stock of Xceedx. As a result CityXpress.com issued 6,250,000
shares of common stock in a private offering under section 4(2) of the
Securities Act. For a more detailed description of this transaction see Item 1
"Description of Business - Corporate History".
The following table details the number of shares issued to the
following executive officers resulting from theses two purchase agreements:
- ----------------------------------------------------------------------------------------------
NAME ACQUISITION DATE COMPANY NUMBER OF SHARES
- ----------------------------------------------------------------------------------------------
Phil Dubois January 27, 1999 Xceedx Technologies 2,561,250
- ----------------------------------------------------------------------------------------------
Ken Bradley January 27, 1999 Xceedx Technologies 2,561,250
- ----------------------------------------------------------------------------------------------
Brent Forgeron January 7, 1999 WelcomeTo Search 1,130,000
- ----------------------------------------------------------------------------------------------
Except for (a) the issuance of shares of its stock to Mr. Forgeron
pursuant to the Acquisition Agreement between WelcomeTo Search Engine, Inc. and
the Company and the issuance of shares of its stock to Messrs. Dubois and
Bradley pursuant to the Acquisition Agreement between Xceedx Technologies, Inc.
and the Company, (b) the compensation described herein, and (c) advances to and
by certain officers to cover expenses, all of which were reimbursed or repaid
without interest, no director, executive officer, holder of ten percent of the
Company's outstanding common stock, or any relative or spouse of any of the
foregoing persons, or any relative of such spouse, who has the same house as
such person or who is a director or officer of any parent or subsidiary of the
Company, to the Company's knowledge, had a material interest either direct or
indirect, in any particular transaction or series of transactions to which the
Company or any subsidiary was a party, during the two fiscal years ended June
30, 2001 and June 30, 2000.
SHAREHOLDER LOANS
The Company entered into additional unsecured shareholder loan
agreements for $33,014 each with Mr. Phil Dubois, the Company's President & CEO
and Mr. Ken Bradley, Chief Operating Officer & CFO. As of June 30, 2001, the
installment and demand shareholder loans have various interest rates attached to
them as detailed below:
- ----------------------------------------------------------------------------------------------------------------------------------
NAME LOAN DESCRIPTION ANNUAL INTEREST OUTSTANDING
RATE AT JUNE 30, 2001 AMOUNT
- ----------------------------------------------------------------------------------------------------------------------------------
Phil Dubois Loan payable equal monthly installments of $1,020 Interest rate of 9.7% Interest rate of 9.7%
- ----------------------------------------------------------------------------------------------------------------------------------
Phil Dubois Loan payable on demand CIBC Visa interest rate of 19.5% $ 2,669
- ----------------------------------------------------------------------------------------------------------------------------------
Phil Dubois Loan payable on demand Scotia McLeod interest rate of 9.5% $ 16,680
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL PHIL DUBOIS $135,118
- ----------------------------------------------------------------------------------------------------------------------------------
Ken Bradley Loan payable equal monthly installments of $1,020 Interest rate of 9.7% $115,768
- ----------------------------------------------------------------------------------------------------------------------------------
Ken Bradley Loan payable on demand Interest rate of 4.5% $ 16,680
- ----------------------------------------------------------------------------------------------------------------------------------
Ken Bradley Loan payable on demand TD Bank select line interest rate of 9.75% $ 16,680
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL KEN BRADLEY $149,128
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDER LOANS $284,246
- ----------------------------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICER STOCK PURCHASE WARRANTS
On June 13, 2000, the Company granted 541,600 stock purchase warrants
to two of the Company's executive officers as consideration for their guarantee
of the demand installment loan with the CIBC bank and for two shareholder loans
totaling $168,600.
On November 10, 2000, the Company granted additional 200,000 stock
purchase warrants to two of the Company's executive officers as consideration
for two shareholder loans to the Company totaling $83,400.
On June 26, 2001, the Company granted 160,000 stock purchase warrants
to two of the Company's executive officers as consideration for their additional
two shareholder loans totaling $66,028.
The details of the stock purchase warrants are listed below as of June
30, 2001:
- ------------------------------------------------------------------------------------------------------------------------
NAME WARRANT GRANT DATE WARRANT PRICE $US WARRANT GRANT AMOUNT WARRANT EXPIRY DATE
- ------------------------------------------------------------------------------------------------------------------------
Phil Dubois June 13, 2000 $0.25 270,800 June 13, 2002
- ------------------------------------------------------------------------------------------------------------------------
Phil Dubois November 10, 2000 $0.25 80,000 November 10, 2002
- ------------------------------------------------------------------------------------------------------------------------
Phil Dubois June 26, 2001 $0.25 80,000 June 26, 2003
- ------------------------------------------------------------------------------------------------------------------------
Ken Bradley June 13, 2000 $0.25 270,800 June 13, 2002
- ------------------------------------------------------------------------------------------------------------------------
Ken Bradley November 10, 2000 $0.25 120,000 November 10, 2002
- ------------------------------------------------------------------------------------------------------------------------
Ken Bradley June 26, 2001 $0.25 80,000 June 26, 2003
- ------------------------------------------------------------------------------------------------------------------------
TOTAL 901,600
- ------------------------------------------------------------------------------------------------------------------------
PERFORMANCE GRAPH
The following line-graph compares the percentage total return of the
Company's common stock from November 1998 to June 2001 with that of the NASDAQ
Computer Index (includes over 600 computer hardware and software companies that
furnish computer programming data processing services, and firms that produce
computers, office equipment and electronic components/accessories) and the
Russell 2000 Index (measures the performance of 2,000 small-cap stocks). Total
return represents the change in stock price over indicated period.
TOTAL RETURN PERFORMANCE
[GRAPH]
- ------------------------------------------------------------------------------------------------------------
NOV 30 1998 JUN 30 1999 JUN 30 2000 JUN 29 2001
- ------------------------------------------------------------------------------------------------------------
CITYXPRESS.COM CORP (CYXP) 100 85 7 2
- ------------------------------------------------------------------------------------------------------------
NASDAQ COMPUTER INDEX 100 122 207 96
- ------------------------------------------------------------------------------------------------------------
RUSSELL 2000 INDEX 100 108 123 121
- ------------------------------------------------------------------------------------------------------------
RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE ABOVE LISTED NOMINEES AS DIRECTORS.
ITEM 2
PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
PROPOSAL
The Board of Directors of the Company has unanimously approved and
recommends that the shareholders adopt the amendment to the Company's Articles
of Incorporation, which changes the name of the Company to CityXpress Corp.
If this amendment is approved and adopted, Article I of the Company's
Articles of Incorporation will read as follows:
"ARTICLE I
CORPORATE NAME
The name of the Corporation is CityXpress Corp."
The Board of Directors of the Company believes that this corporate name
better reflects the Company's business activities.
SHAREHOLDER APPROVAL
Approval of this amendment to the Company's Articles of Incorporation
requires the affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote at the Annual Meeting.
RECOMMENDATION
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE TO APPROVE THIS AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION.
ITEM 3
PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
PROPOSAL
The Board of Directors of the Company unanimously approved and
recommends that the shareholders approve and adopt an amendment to Article IV of
the Company Articles of Incorporation to increase the authorized number of
shares of common stock of the Company by 50,000,000 shares from 50,000,000
shares to 100,000,000 shares.
If this amendment is approved and adopted, Article IV of the Company's
Articles of Incorporation will read as follows:
"ARTICLE IV
SHARES
The capital stock of this corporation shall consist of
100,000,000 shares of common stock."
In the judgment of the Board of Directors, the additional shares should
be authorized so that they will be available for issuance from time to time by
action of the Board of Directors if need therefor should arise; for example, if
it should become desirable to implement financing through the sale of additional
shares of common stock, make an acquisition by the issuance of shares of common
stock, or effect a stock split by way of a stock dividend or distribution. The
Board of Directors believes that increasing the authorized shares of common
stock would enable it, if it so chooses, to take actions promptly on behalf of
the Company that may involve the issuance of additional shares of common stock
without the delay necessarily incident to the convening of a shareholders'
meeting. After adoption of the proposed amendment, the Board of Directors,
without further action by the shareholders, would have authority to issue
additional authorized and unissued shares of common stock at such terms, as it
may deem advisable and in accordance with applicable corporate law. However, at
the date of this Proxy Statement, the Company has no agreements, commitments or
plans with respect to the sale or issuance of any of the additional shares of
Common Stock as to which authorization is sought.
It should be noted that the issuance of additional shares of common
stock could be disadvantageous to existing shareholders since such issuance
might serve to dilute their percentage interest in the Company. Holders of
common stock do not have pre-emptive rights to purchase any additional shares of
common stock that may be issued.
SHAREHOLDER APPROVAL
Approval of this amendment to the Company's Articles of Incorporation
requires the affirmative vote of a majority of the outstanding shares of common
stock entitled to vote at the Annual Meeting.
RECOMMENDATION
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE TO APPROVE THIS AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION.
ADDITIONAL INFORMATION - OTHER MATTERS
The Board of Directors does not know of any matters to be presented at
the Annual Meeting other than as set forth in the Notice of Annual Meeting of
Shareholders. However, it is intended that proxies solicited will be voted on
any matters that may properly come before the Annual Meeting in the discretion
of the persons named in the proxy.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
During the year ended June 30, 2001, Form 4s for Mr. Dubois, Mr.
Bradley, Mr. Forgeron, Mr. MacKay, Mr. Spencer, Mr. Smart and Mr. Thomas were
not timely filed.
ANNUAL REPORT ON FORM 10K-SB
A copy of the Company's Annual Report on Form 10-K, including financial
statements and schedules, filed with the Securities and Exchange Commission for
the fiscal year ended June 30, 2001, is included in the Annual Report to
Shareholders which accompanies these proxy materials. Copies of any exhibit(s)
to the Form 10-K will be furnished on request and upon the payment of the
Company's expenses in furnishing such exhibit(s). Any request for exhibits
should be in writing addressed to Ken Bradley, Chief Operating Officer,
CityXpress.com Corp., Suite 200, 1727 West Broadway, Vancouver, British Columbia
V6J 4W6.
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Rules of the SEC require that any proposal by a shareholder of the
Company for consideration at the 2002 Annual Meeting of Shareholders must be
received by the Company no later than July 1, 2002 if any such proposal is to be
eligible for inclusion in the Company's proxy materials for its 2002 Annual
Meeting. Under such rules, the Company is not required to include shareholder
proposals in its proxy materials unless certain other conditions specified in
such rules are met.
In order for a shareholder to bring any business or nominations before
the Annual Meeting of Shareholders, certain conditions set forth in the
Company's Bylaws must be complied with, and delivery of notice to the Company
not less than thirty (30) days prior to the meeting as originally scheduled.
PROXY
CITYXPRESS.COM CORP
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS - November 29, 2001
The undersigned shareholder of CityXpress.com Corp (the "Company"),
revoking all previous proxies, hereby appoints Phil Dubois and Ken Bradley, and
each of them acting individually, as the attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to vote all
shares of Common Stock of the Company which the undersigned would be entitled to
vote if personally present at the Annual Meeting of Shareholders of the Company,
to be held at 3:00 p.m., local time, in the CityXpress Boardroom located at
Suite 200, 1727 West Broadway, Vancouver, Canada, V6J 4W6 on November 29, 2001,
and any adjournment or postponement thereof. Said proxies are authorized and
directed to vote as indicated with respect to the matters outlined herein.
(Continued and to be voted, signed and dated on reverse)
Please mark your votes as in this example: [X]
1. ELECTION OF DIRECTORS
[ ] For All Nominees
Ken Bradley
Phil Dubois
Bob Smart
Ken Spencer
[ ] Withhold All Nominees
Ken Bradley
Phil Dubois
Bob Smart
Ken Spencer
[ ] For Nominees, except vote withheld from following nominee(s)
[ ] Ken Bradley
[ ] Phil Dubois
[ ] Bob Smart
[ ] Ken Spencer
2. PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 50,000,000 TO 100,000,000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. I WILL ATTEND THE ANNUAL MEETING.
YES NO
[ ] [ ]
This proxy is solicited on behalf of the Board of Directors, unless
otherwise specified, the shares will be voted "For" all nominees, "For" the
proposal to approve the amendment to the Company's Articles of Incorporation to
change the name of the Company, and "For" the proposal to approve the amendment
to the Company's Articles of Incorporation to increase the number of authorized
shares of common stock. This proxy delegates discretionary authority to the
proxies to vote with respect to any other business which may properly come
before the Meeting or any adjournment or postponement thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING AND THE COMPANY'S PROXY STATEMENT.
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
- ------------------------------------
Name (Print)
SIGNATURE DATE , 2001
-------------------------- -------------
- ------------------------------------
Name (Print)
SIGNATURE DATE , 2001
-------------------------- -------------
NOTE: PLEASE SIGN THIS PROXY EXACTLY AS NAME(S) APPEAR IN ADDRESS. WHEN SIGNING
AS ATTORNEY-IN-FACT, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE ADD
YOUR TITLE AS SUCH. IF STOCKHOLDER IS A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY DULY AUTHORIZED OFFICER OR OFFICERS AND AFFIX THE CORPORATE
SEAL. WHEN STOCK IS HELD IN THE NAME OF TWO OR MORE PERSONS, ALL SUCH PERSONS
SHOULD SIGN.