WHITNEY INFORMATION NETWORK, INC.
4818 Coronado Parkway
Cape Coral, Florida 33904
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 14, 2001
To the shareholders of Whitney Information Network, Inc.:
The Annual Meeting of the shareholders of Whitney Information Network,
Inc. (the "Company") will be held at the Company's executive offices, 4818
Coronado Parkway, Cape Coral, Florida 33904, at 10:00 A.M. on June 14, 2001, or
at any adjournment or postponement thereof, for the following purposes:
1. To elect three directors of the Company.
2. To transact such other business as may properly come before the meeting.
Details relating to the above matters are set forth in the attached
Proxy Statement. All shareholders of record of the Company as of the close of
business on April 30, 2001 will be entitled to notice of and to vote at such
meeting or at any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO
NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF
A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Ronald S. Simon
Secretary
May 4, 2001
1
PROXY STATEMENT
WHITNEY INFORMATION NETWORK, INC.
4818 Coronado Parkway
Cape Coral, Florida 33904
Telephone: (941) 542-8999
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 14, 2001
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Whitney Information Network, Inc. (the
"Company"), a Colorado corporation, of no par value Common Stock ("Common
Stock") to be voted at the Annual Meeting of Shareholders of the Company
("Annual Meeting") to be held at 10:00 A.M. on June 14, 2001, or at any
adjournment or postponement thereof. The Company anticipates that this Proxy
Statement and the accompanying form of proxy will be first mailed or given to
all shareholders of the Company on or about May 4, 2001. The shares represented
by all proxies that are properly executed and submitted will be voted at the
meeting in accordance with the instructions indicated thereon. Unless otherwise
directed, votes will be cast for the election of the nominees for directors
hereinafter named. The holders of a majority of the shares represented at the
Annual Meeting in person or by proxy will be required to elect directors and
approve any other proposed matters.
Any shareholder giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Annual Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out of pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
2
The close of business on April 30, 2001 has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. On the record date, there were outstanding 7,528,022 shares of Common
Stock. Each share of Common Stock entitles the holder thereof to one vote on
each matter which may come before the Annual Meeting. Cumulative voting for
directors is not permitted. A majority of the issued and outstanding shares
entitled to vote, represented at the meeting in person or by proxy, constitutes
a quorum at any shareholders' meeting.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
ownership of the Company's Common Stock as of the date of this Report, by (i)
each person who is known by the Company to own of record or beneficially more
than 5% of the Company's Common Stock, (ii) each of the Company's directors and
(iii) all directors and officers of the Company as a group. Unless otherwise
indicated, the stockholders listed in the table have sole voting and investment
powers with respect to the shares of Common Stock and their addresses are in
care of the Company. Shareholdings include shares held by family members and
shares issuable under stock options exercisable within 60 days from the date of
this Report.
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Number of Shares Percentage
Name Beneficially Owned of Class
---- ------------------ --------
- --------------------------------------------------------------------------------
Russell A. Whitney 6,480,000 86.1%
- --------------------------------------------------------------------------------
Richard W. Brevoort 389,500 5.0%
- --------------------------------------------------------------------------------
Ronald S. Simon 252,000 3.3%
- --------------------------------------------------------------------------------
All directors and officers as a group 7,121,500 87.2%
(three persons)
- --------------------------------------------------------------------------------
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect three directors of
the Company. Cumulative voting is not permitted in the election of directors. In
the absence of instructions to the contrary, the person named in the
accompanying proxy will vote in favor of the election of each of the persons
named below as the Company's nominees for directors of the Company. All of the
nominees are presently members of the Board of Directors. Each of the nominees
has consented to be named herein and to serve if elected. It is not anticipated
that any nominee will become unable or unwilling to accept nomination or
election, but if such should occur, the person named in the proxy intends to
vote for the election in his stead of such person as the Board of Directors of
the Company may recommend.
3
The following table sets forth certain information regarding each
director nominee and each executive officer of the Company. References to the
"Company" in this information include the operations of (i) the Company's
predecessor and wholly-owned subsidiary, Whitney Education Group, Inc. and (ii)
the Company's eight other wholly-owned subsidiaries.
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Officer/
Name Age Position Director Since
- --------------------------------------------------------------------------------
Russell A. Whitney 45 Chairman of the Board of Directors 1999
and Chief Executive Officer
- --------------------------------------------------------------------------------
Richard W. Brevoort 63 President and Director 2000
- --------------------------------------------------------------------------------
Ronald S. Simon 58 Secretary, Treasurer, Chief Financial 1998
Officer and Director
- --------------------------------------------------------------------------------
Directors are elected at the Company's annual meeting of shareholders
and serve a term of one year or until their successors are elected and
qualified. Officers are appointed by the Board of Directors and serve at the
discretion of the Board of Directors, subject to the bylaws of the Company. The
principal occupation of each director nominee and executive officer of the
Company, for at least the past five years, is as follows:
Russell A. Whitney founded the Company and has been its Chief Executive
Officer since 1987. He has also been President of each of the Company's nine
wholly-owned subsidiaries since their inception. He is also an executive officer
of six privately held Florida-based companies which are engaged in real estate
development, publishing, marketing, software development and mortgage services.
Mr. Whitney nevertheless devotes substantially all of his time to the Company's
affairs.
Richard W. Brevoort has been employed by the Company since February
1991 and became President and a director of the Company in August 1998. From
1984 to 1991 he was President of the Hudson Agency, a New York City-based
marketing company.
Ronald S. Simon has been a Certified Public Accountant since 1971. He
has been Secretary, Treasurer, Chief Financial Officer and a director of the
Company since August 1998. He is Secretary and Treasurer of three of the
Company's wholly-owned subsidiaries. Mr. Simon earned a Bachelor of Science
degree in accounting from the University of Illinois.
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EXECUTIVE COMPENSATION
None of the Company's executive officers received compensation in
excess of $100,000 for the year ended December 31, 1999 or 2000 except Mr.
Whitney, the Company's Chief Executive Officer. The following table indicates
all compensation received the by Company's Chief Executive Officer in 1999 and
2000.
Summary Compensation Table
Annual Compensation (1)
- --------------------------------------------------------------------------------
(e) (f)
(a) (b) (c) (d) Stock Other Annual
Name and Principal Year Salary($) Bonus($) Options Compensation($)
Position ---- --------- -------- ------- ---------------
- --------------------------------------------------------------------------------
Russell A. Whitney, 2000 250,000 0 0 0
Chief Executive Officer
- --------------------------------------------------------------------------------
1999 67,344 0 0 0
- --------------------------------------------------------------------------------
The Company's directors do not receive compensation for attending Board
meetings but are reimbursed for any out-of-pocket expenses.
CERTAIN TRANSACTIONS
The Company leases office space from Russell A. Whitney, its Chairman
and Chief Executive Officer under a three-year lease, which commenced on
September 1, 1999 and terminates on October 31, 2002 at a monthly rental of
$5,805.34.
At December 31, 2000, Whitney Leadership Group, Inc. owed the Company
$160,587 for sales of products. In addition, from time to time Whitney
Leadership has lent money to the Company and the Company has provided payroll
services to Whitney Leadership. Whitney Leadership is owned and controlled by
Mr. Whitney.
MRS Equity Corp. provides products and services to the Company and the
Company provides MRS with payroll services. MRS is a wholly-owned subsidiary of
Equity Corp. Holdings, which is owned and controlled by Mr. Whitney.
Precision Software Services, Inc. develops and licenses software to the
Company. Mr. Whitney owns a controlling interest in Precision.
United States Fiduciary Corp. provides the Company with instructors and
other services related to asset protection and wealth accumulation seminars
sponsored by the Company. Mr. Whitney and Mr. Simon are directors of United
States Fiduciary Corp.
5
The amounts for products (software, books, tapes and supplies)
purchased from affiliates for the year ended December 31, 2000 are as follows:
MRS Equity Corp. $ 273,525
Precision Software Services, Inc. $ 378,525
Payments made for commissions and fees to affiliates for the year ended
December 31, 2000 are as follows:
Whitney Leadership Group, Inc. $ 230,476
United States Fiduciary Corp. $ 418,096
The payroll service fees paid to the Company by affiliates for the year
ended December 31, 2000 are as follows:
MRS Equity Corp. $ 170,422
Precision Software Services, Inc. $ 68,811
Whitney Leadership Group, Inc. $ 80,956
Raw, Inc. $ 10,869
The Company believes the terms of the above transactions were fair,
reasonable and consistent with terms that could be obtained from nonaffiliated
third parties. Transactions with affiliates of the Company require approval of a
majority of the disinterested members of the Company's Board of Directors.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Ehrhardt Keefe Steiner & Hottman, P.C., Denver, Colorado, conducted the
audit of the Company's financial statements for the year ended December 31,
2000. It is the Company's understanding that this firm is obligated to maintain
audit independence as prescribed by the accounting profession and certain
requirements of the Securities and Exchange Commission. As a result, the
directors of the Company do not specifically approve, in advance, non-audit
services provided by the firm, nor do they consider the effect, if any, of such
services on audit independence.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholders of record of the Company who desires to submit a
proper proposal for inclusion in the proxy materials relating to the next annual
meeting of shareholders must do so in writing and it must be received at the
Company's principal executive offices prior to the Company's fiscal year end.
The proponent must be a record or beneficial shareholder entitled to vote at the
next annual meeting of shareholders on the proposal and must continue to own the
securities through the date on which the meeting is held.
6
OTHER BUSINESS
Management of the Company is not aware of any other matters which are
to be presented to the Annual Meeting, nor has it been advised that other
persons will present any such matters. However, if other matters properly come
before the meeting, the individual named in the accompanying proxy shall vote on
such matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
Ronald S. Simon
Secretary
May 4, 2001
7
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
WHITNEY INFORMATION NETWORK, INC.
TO BE HELD JUNE 14, 2001
The undersigned hereby appoints Russell A. Whitney as the lawful agent
and Proxy of the undersigned (with all the powers the undersigned would possess
if personally present, including full power of substitution), and hereby
authorizes him to represent and to vote, as designated below, all the shares of
Common Stock of Whitney Information Network, Inc. held of record by the
undersigned on April 30, 2001, at the Annual Meeting of Shareholders to be held
June 14, 2001, or any adjournment or postponement thereof.
1. ELECTION OF DIRECTORS
_____ FOR the election as a director of all nominees listed below
(except as marked to the contrary below).
_____ WITHHOLD AUTHORITY to vote for all nominees listed below.
NOMINEES: Russell A. Whitney, Richard W. Brevoort and Ronald S. Simon.
INSTRUCTION: To withhold authority to vote for individual nominees, write their
names in the space provided below.
2. In his discretion, the Proxy is authorized to vote upon any matters which may
properly come before the Annual Meeting, or any adjournment or postponement
thereof.
It is understood that when properly executed, this proxy will be voted
in the manner directed herein by the undersigned shareholder. Where no choice is
specified by the shareholder the proxy will be voted for the election of the
directors named in Item 1 above.
The undersigned hereby revokes all previous proxies relating to the
shares covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. 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 person.
Dated:
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Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
--------------------------------------------
Signature, if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING
OF SHAREHOLDERS. _____