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:
/X/ PRELIMINARY PROXY STATEMENT
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
/ / DEFINITIVE PROXY STATEMENT
/ / DEFINITIVE ADDITIONAL MATERIALS
/ / SOLICITING MATERIAL PURSUANT TO 240.14A-11(C) OR 240.14A-12
PHOTOLOFT.COM
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(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:
_______________________________________
PHOTOLOFT.COM
300 ORCHARD CITY DRIVE
CAMPBELL, CALIFORNIA 95008
To The Stockholders:
Our Board of Directors is hereby seeking your approval for proposed
amendments to our Articles of Incorporation by the solicitation of written
consents in lieu of a meeting of stockholders (the "Consent Solicitation"). No
meeting of stockholders is being held in connection with this Consent
Solicitation.
In this Consent Solicitation, you are being asked to approve proposed
amendments to our Articles of Incorporation to (i) change our name to
"PhotoLoft, Inc." and (ii) increase the number of authorized shares of our
common stock from 50,000,000 to 200,000,000. The Board of Directors unanimously
recommends that you vote FOR the amendments authorizing our name change
and FOR the amendment authorizing the increase in the number of authorized
shares of our common stock.
The Consent Solicitation Statement on the following pages describes the
matters being presented to you in this Consent Solicitation.
The Board of Directors hopes that you will have your Common Stock
represented by signing, dating and returning your consent in the enclosed
envelope as soon as possible. If you submit a properly executed consent within
ten (10) days of the delivery of the first dated consent delivered to the
Company (as such date may be extended by the Board of Directors), your Common
Stock will be voted in favor of the proposed amendments. If you fail to timely
return a property executed consent to us, your inaction will have the practical
effect of voting against the proposed amendments.
Jack Marshall
Chief Executive Officer
July __, 2000
PHOTOLOFT.COM
300 Orchard City Dr.
Campbell, California 95008
__________________
CONSENT SOLICITATION STATEMENT
July _, 2000
GENERAL INFORMATION
Information Regarding Consents
This Consent Solicitation Statement is furnished in connection with the
solicitation of stockholder consents by our Board of Directors, in lieu of a
meeting of stockholders, in connection with proposed amendments to our Articles
of Incorporation (the "Consent Solicitation"). Only stockholders of record at
the close of business on June 15, 2000 (the "Record Date") will be entitled to
submit a consent. It is anticipated that this Consent Solicitation Statement
and accompanying consent will first be mailed to our stockholders on or about
July 3, 2000.
We are incorporated in the State of Nevada and are therefore subject to
Title 7 of the Nevada Revised Statutes (the "NRS"). Section 78.320 of the NRS
permits our stockholders to take action without a meeting if consents in
writing, setting forth the action so taken, are signed by stockholders holding
at least a majority of the voting power of Photoloft.com. The Board of
Directors has determined that the minimum necessary votes must be received by us
within 10 days of the date on which we receive the first such written consent;
however, such date may be extended by the Board of Directors in its sole
discretion. Accordingly, if within 10 days following our receipt of the first
written consent approving the proposed amendments (unless such period is
extended), we receive executed consents approving the proposed amendment from
the holders of a majority of the issued and outstanding shares of our common
stock, and those consents have not been revoked, our stockholders will be deemed
to have approved the proposed amendments. We intend to file an amendment to our
Articles of Incorporation as soon as practicable following the receipt of the
necessary consents.
All written consents received by us, regardless of when dated, will expire
unless valid, written, unrevoked consents constituting the necessary vote for
approval of the proposed amendment are received by us within 10 days of the date
of the first such consent (unless such period is extended by the Board of
Directors). A consent executed by a stockholder may be revoked at any time
provided that a written, dated revocation is executed and delivered to us on or
prior to the time at which we receive written consents sufficient to approve the
proposed amendment. A revocation may be in any written form validly signed by
the stockholder as long as it clearly states that the consent previously given
is no longer effective. The revocation should be sent to Ms. Lisa Marshall,
Corporate Secretary, PhotoLoft.com, 300 Orchard City Drive, Campbell, California
95008.
We will pay costs of solicitation of consents. In addition to soliciting
consents by mail, our officers, directors and other regular employees, without
additional compensation, may solicit consents personally or by other appropriate
means. Banks, brokers, fiduciaries and other custodians and nominees who
forward consent soliciting material to their principals will be reimbursed their
customary and reasonable out-of-pocket expenses.
Record Date and Voting Rights
Only stockholders of record of our Common Stock as of the close of business
on June 15, 2000 (the "Record Date") will be entitled to submit a consent on the
accompanying form. On that date, there were listed as outstanding 18,295,963
shares of Common Stock. Each share of Common Stock is entitled to one vote in
the Consent Solicitation. Consents evidencing a majority of the shares entitled
to vote are required in order to approve the proposed amendments being submitted
to you for approval in the Consent Solicitation. To be counted toward the
majority required for approval of the proposed amendments, a consent must be
delivered to us within 10 days of the delivery of the first dated consent
(unless such period is extended by the Board of Directors).
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of the Record Date,
relating to the beneficial ownership of our Common Stock by (i) all persons
known by us to beneficially own more than 5% of the outstanding shares of our
common stock, (ii) each of our directors and executive officers , and (iii) all
of our executive officers and directors as a group.
The percentages of total shares of common stock set forth below assume that
only the indicated person or group has exercised any options and warrants that
may be exercisable within 60 days of the Record Date and do not reflect the
percentage of common stock that would be calculated if all other holders of
currently exercisable options or warrants had exercised their securities.
Unless otherwise indicated in the footnotes to the table, (1) the following
individuals have sole voting and sole investment control with respect to the
shares they beneficially own and (2) unless otherwise indicated, the address of
each beneficial owner listed below is c/o PhotoLoft.com, 300 Orchard
City Dr., Campbell, California 95008.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF
EXECUTIVE OFFICERS AND DIRECTORS: BENEFICIALLY OWNED CLASS
- ------------------------------------------ --------------------- -----------
Jack Marshall 3,033,817(1) 15.8%
- ------------------------------------------ --------------------- -----------
Christopher McConn 879,639(2) 4.8%
- ------------------------------------------ --------------------- -----------
Lisa Marshall 327,735(3) 1.8%
- ------------------------------------------ --------------------- -----------
Robert Free 56,250(4) *
- ------------------------------------------ --------------------- -----------
Kay Wolf Jones 342,540(5) 1.9%
- ------------------------------------------ --------------------- -----------
Patrick Dane 191,322(6) *
- ------------------------------------------ --------------------- -----------
John Marshall 772,080(6) 4.2%
- ------------------------------------------ --------------------- -----------
Terren Peizer - -
- ------------------------------------------ --------------------- -----------
All directors and executive officers as a 5,603,383(7) 28.5%
group (eight persons)
--------------------- -----------
OTHER 5% STOCKHOLDERS:
--------------------- -----------
Intellect Capital Group, LLC 29,116,392(8) 61.4%
11111 Santa Monica Boulevard
Suite 650
Los Angeles, CA 90025
--------------------- -----------
George Perlegos 2,270,063 12.4%
--------------------- -----------
Friedlanir International Ltd. 1,202,400(9) 6.4%
- ------------------------------------------ --------------------- -----------
<FN>
* Less than one percent.
Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock options or warrants held by that person that are
currently exercisable or exercisable within 60 days of the Record Date are
deemed outstanding. Such shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of each other person.
John Marshall is the father of Jack and Lisa Marshall, who are brother and
sister.
(1) Includes 916,539 shares of common stock subject to options that are
exercisable within 60 days of June 15, 2000.
(2) Include 179,713 shares of common stock subject to options that are
exercisable within 60 days of June 15, 2000.
(3) Includes 14,675 shares of common stock subject to options that are
exercisable within 60 days of June 15, 2000.
(4) Includes 56,250 shares of common stock subject to options that are
exercisable within 60 days of June 15, 2000.
(5) Includes 23,647 shares of common stock subject to options that are
exercisable within 60 days of June 15, 2000.
(6) Includes 88,911 shares of common stock subject to options that are
exercisable within 60 days of June 15, 2000.
(7) Includes 1,368,646 shares of common stock subject to options that are
exercisable within 60 days of June 15, 2000.
(8) The number of shares for Intellect Capital Group, LLC includes
28,716,392 shares of common stock issuable as of June 15, 2000, upon conversion
of 900 shares of the Company's Series B Convertible Preferred Stock (the
"Preferred Shares"). On or before July 7, 2000, at such date as may be selected
by Intellect Capital Group, LLC, the Preferred Shares shall be converted into
50% of our then-outstanding common stock following the conversion, on a
fully-diluted basis. As of June 15, 2000, excluding the Preferred Shares, we
had 28,716,392 shares of common stock outstanding on a fully-diluted basis.
Thus, if Intellect Capital Group, LLC had converted the Preferred Shares on June
15, 2000, it would obtain 28,716,392 shares of our common stock. Also
includes 400,000 shares of common stock subject to warrants owned by a related
entity, that are exercisable within 60 days of June 15, 2000.
(9) Includes 400,800 shares of common stock subject to warrants that are
exercisable within 60 days of June 15, 2000.
PROPOSAL ONE - CHANGE OF COMPANY NAME TO "PHOTOLOFT, INC."
General
Our Board of Directors has unanimously approved a resolution to amend our
Articles of Incorporation to change our name to "PhotoLoft, Inc.". The name
change will be effected by an amendment to our Articles of Incorporation, and
such change will become effective upon the filing of a Certificate of Amendment
of Articles of Incorporation with the Secretary of State of the State of Nevada
in the form of Exhibit "A" in this Consent Solicitation Statement.
Reason for Name Change
We have recently embarked on a new business model that is based on a shift
in our primary target customer from consumers to organizations (both traditional
retailers and online) that service the photograph and digital-imaging consumer.
With our proprietary technology, we are looking to become a leading developer
And provider of digital-imaging Internet infrastructure technology to the
traditional retail photofinishing, professional/event photographic and online
photosharing industries. We believe that changing our name from "PhotoLoft.com"
to "PhotoLoft, Inc." reflects this shift in our business focus.
Recommendation and Vote
The Proposal must be approved by holders of a majority of our outstanding
shares of Common Stock entitled to vote in the Consent Solicitation.
The Board recommends that you vote FOR approval of an amendment to the
Articles of Incorporation which provides for the change of our name to
"PhotoLoft, Inc."
PROPOSAL TWO - APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION FOR INCREASE
IN AUTHORIZED NUMBER OF SHARES
General
Our Board of Directors has unanimously approved a resolution to amend our
Articles of Incorporation to increase our authorized shares of common stock from
50,000,000 to 200,000,000. The increase of authorized shares of Common Stock
will be effected by an amendment to our Articles of Incorporation, and such
increase will become effective upon the filing of a Certificate of Amendment of
Articles of Incorporation with the Secretary of State of the State of Nevada in
the form of Exhibit "A" in this Consent Solicitation Statement.
Reasons for Increase of Authorized Shares
The number of shares of common stock issued and outstanding as of this
Consent Solicitation Statement is 18,295,963, which number is less than the
currently authorized 50,000,000 shares. However, over the last few months, we
have issued warrants, options, and convertible securities for financing purposes
("Convertible Securities"), and if such Convertible Securities were immediately
converted into shares of common stock the number of outstanding shares would
increase to approximately 65,000,000.
Accordingly, an increase in the number of authorized shares of common stock
is necessary in order for us to satisfy our legal obligations to the holders of
the Convertible Securities. In addition, the Board of Directors has determined
that it would be in our best interests to further increase the number of
authorized shares of common stock to 200,000,000. We believe that having such
additional shares available for issuance will enable us to take prompt action on
such corporate opportunities as may materialize in the future if the Board of
Directors deems such issuance to be in our best interest. The disadvantage of
such increase is that any additional issuances of common stock will dilute the
percentage of Photoloft.com owned by existing stockholders. The additional
California and Nevada franchise tax with respect to the additional shares is
minimal. Approval of this proposal will increase the number of shares of common
stock available for issuance by us to such 200,000,000 limit.
Recommendation and Vote
The Proposal must be approved by holders of a majority of our
outstanding shares of common stock entitled to vote in the Consent Solicitation.
The Board recommends that you vote FOR approval of an increase
to the authorized number of shares and an amendment to our Articles of
Incorporation which provides for an increase for the authorized number of shares
of common stock from 50,000,000 to 200,000,000.
ANNUAL AND QUARTERLY REPORTS
A COPY OF OUR ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31,
1999, AND OUR QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER ENDED MARCH 31,
2000, EACH AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING
EXHIBITS), MAY BE OBTAINED YOU WITHOUT CHARGE BY WRITING TO 300 ORCHARD CITY
DRIVE, CAMPBELL, CALIFORNIA 95008, ATTENTION: CORPORATE SECRETARY.
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
PHOTOLOFT.COM,
A NEVADA CORPORATION
I, Jack Marshall, the President, Treasurer, Chief Executive Officer and Director
of PHOTOLOFT.COM, do hereby certify:
1. That the Board of Directors of said corporation by unanimous written
consent dated as of June 8, 2000, adopted a resolution to amend the original
articles as follows:
Article I is hereby amended to read, in its entirety, as follows:
"The name of the Corporation shall be PhotoLoft, Inc."
Article IV is hereby amended to read, in its entirety, as follows:
"Common. The aggregate number of common shares which this Corporation
shall have authority to issue is 200,000,000 shares of Common Stock having
a par value of $.001 per share. All Common Stock of the Corporation
shall be of the same class, common, and shall have the same rights
and preferences. Fully-paid Common Stock of this Corporation shall not
be liable to any further call or assessment.
Preferred. The Corporation shall be authorized to issue 500,000 shares
of Preferred Stock having a par value of $.001 per share and with such
rights, preferences and designations determined by the Board of Directors."
2. That the number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation at the time of the
adoption of this amendment was is _________________.
3. That the said change(s) and amendment have been consented to and approved
by the required vote of the shareholders in accordance with Section 78.320(2) of
the Nevada Revised Statutes. The number of shares voting in favor of this
amendment was ____________, which constituted a majority of the shares
outstanding and entitled to vote thereon.
Dated: ______________, 2000 ________________________________
Jack Marshall
President, Treasurer, Chief Executive
Officer and Director
STATE OF: California )
) ss
COUNTY OF: Santa Clara )
On _________________, 2000, before me __________________________________,
personally appeared Jack Marshall / / personally known to me - OR - / / proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal,
_____________________ (Seal)
Signature of Notary
[CONSENT - PRELIMINARY COPY]
ACTION BY MAJORITY WRITTEN CONSENT
OF STOCKHOLDERS OF
PHOTOLOFT.COM,
A NEVADA CORPORATION
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, being a holder of record of Photoloft.com, a Nevada
corporation (the "Corporation"), as of the close of business on ______________,
hereby takes the following action, with respect to all stock of the Corporation
held by the undersigned, in connection with the solicitation by the Board of
Directors of the Corporation of written consents, pursuant to Section 78.320 of
the Nevada Revised Statutes, to the amendments to the Articles of Incorporation
of the Corporation described in the Company's Consent Solicitation Statement
dated _____________,2000 without a meeting:
(Place an "X" in the appropriate box)
The Board of Directors recommends that Stockholders CONSENT to the proposed
amendments.
Name Change to "PhotoLoft, Inc.":
CONSENT [ ] CONSENT WITHHELD [ ] ABSTAIN [ ]
Increase in Authorized Shares of Common Stock to 200,000,000:
CONSENT [ ] CONSENT WITHHELD [ ] ABSTAIN [ ]
If no box is marked with respect to either of the actions described above,
the undersigned will be deemed to have consented to the proposed amendment.
Dated: _________________, 2000
_____________________________
Signature(s)
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and others signing in a representative capacity should
include their names and the capacity in which they sign.