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
(Check the appropriate box)
|X| Filed by the registrant
|_| Filed by a party other than the Registrant
|X| Preliminary proxy statement
|_| Confidential, for Use of the Commission
|_| Definitive proxy statement only (as permitted by Rule 14a-6(e)(2))
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE CYBER GROUP NETWORK CORPORATION
(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)(4) 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:
(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:
The Cyber Group Network Corporation
720 East Carnegie Drive, Suite 200
San Bernardino, California 92408
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FRIDAY, SEPTEMBER 28,
2001
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders (the
"Annual Meeting") of The Cyber Group Network Corporation ("CGPN"), which will be
held from 9:00 am till 11:00 am Pacific Daylight Time on Friday, September 28,
2001, at 1590 University Avenue, Riverside, CA 92507
At the Annual Meeting, certain proposals will be voted upon by the holders
of CGPN's common stock. These proposals are described in the enclosed Proxy
Statement. CGPN's Board of Directors has unanimously approved each of these
proposals and recommends that you vote in favor of each of them.
Whether or not you plan to attend, to assure your representation at the
meeting, please carefully read the accompanying Proxy Statement, which describes
the matters to be voted upon, and complete, sign, date, and return the enclosed
proxy card in the reply envelope provided. Should you receive more than one
proxy card because your shares are registered in different names and addresses,
please return each of them to ensure that all your shares are voted. If you hold
your shares of CGPN in street name and decide to attend the Annual Meeting and
vote your shares in person, please notify your broker to obtain a ballot so that
you may vote your shares. If you are a holder of record of CGPN shares and
submit the enclosed proxy card and then vote by ballot, your proxy vote will be
revoked automatically and only your vote will be counted. The prompt return of
your proxy card will assist us in preparing for the Annual Meeting.
A letter from CGPN's Chief Executive Officer and a copy of CGPN's 2000
Annual Report on Form 10-KSB are also enclosed.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Gregory Evans
-----------------------
Gregory Evans
Chief Executive Officer
San Bernardino, California
August 28, 2001
THE CYBER GROUP NETWORK CORPORATION
720 EAST CARNEGIE DRIVE, SUITE 200
SAN BERNADINO, CALIFORNIA 92408
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FRIDAY, SEPTEMBER 28, 2001
General Information for Stockholders
The enclosed proxy card ("Proxy") is solicited on behalf of the Board of
Directors of The Cyber Group Network Corporation, a Nevada Corporation ("CGPN"),
for use at the 2001 annual meeting of stockholders (the "Annual Meeting") to be
held at 9:00 a.m. Pacific Daylight Time on Friday, September 28, 2001, at 1590
University Avenue, Riverside, CA 92507, and at any adjournment.
This Proxy Statement and the Proxy were first mailed to the stockholders
entitled to vote at the Annual Meeting on or about August 17, 2001.
Record Date and Voting
The specific proposals to be considered and acted upon at the Annual
Meeting are described in detail in this Proxy Statement. Stockholders of record
at the close of business on July 31, 2001 are entitled to notice of, and to vote
at, the Annual Meeting. As of the close of business on that date, there were
outstanding and entitled to vote 160,078,144 shares of CGPN's common stock, par
value $0.001 per share (the "Common Stock"). Each holder of Common Stock is
entitled to one vote for each share of Common Stock held by that stockholder on
the record date.
At the Annual Meeting, all holders of shares of Common Stock will be asked
to vote on proposals 1 and 2. A majority of the votes cast by the holders of
both Common Stock is required in order to approve each of proposals 1 and 2.
If a choice as to the matters coming before the Annual Meeting has been
specified by a stockholder on a returned Proxy, the shares will be voted
accordingly. If no choice is specified, the shares will be voted in favor of the
election of each of the directors proposed by the Board and in favor of proposal
2 described in the Notice of Annual Meeting and in this Proxy Statement.
Abstentions and broker non-votes (that is, a Proxy submitted by a broker or
nominee that specifically indicates the lack of discretionary authority to vote
on the proposals) are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions will have the
same effect as negative votes, whereas broker non-votes will not be counted for
purposes of determining whether a proposal has been approved or not.
To ensure that your shares are voted at the Annual Meeting, please
complete, date, sign and return the enclosed Proxy in the accompanying
postage-prepaid, return envelope as soon as possible.
Revocability of Proxies
Any stockholder giving a Proxy pursuant to this solicitation may revoke it
at any time prior to its exercise. A stockholder of record may revoke a Proxy by
filing with the Secretary of CGPN at its principal executive offices at 720 E.
Carnegie Dr. Suite 200, San Bernardino, CA 92408 a duly executed Proxy bearing a
later date or by attending the Annual Meeting and voting that stockholder's
shares in person. Persons who hold CGPN shares in street name may revoke their
Proxy by contacting their broker to obtain a legal ballot and filing that ballot
bearing a later date with the Secretary of CGPN at its principal executive
offices or by attending the Annual Meeting and voting that legal ballot in
person.
Solicitation
CGPN will bear the entire cost of solicitation, including preparing,
assembling, printing and mailing the Notice of Annual Meeting, this Proxy
Statement, the Proxy and any additional solicitation materials furnished to
stockholders. Copies of solicitation materials will be furnished to any
brokerage house, fiduciary or custodian holding shares in its name that are
beneficially owned by others, so that they may forward the solicitation
materials to the beneficial owners.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting, a Board of Directors consisting of five directors,
will be elected to serve until the next annual meeting of stockholders and until
there successor(s) have been duly elected and qualified or until her earlier
resignation or removal. The Board has selected five nominees. The persons
nominated for election have agreed to serve if elected, and management has no
reason to believe that any of the nominees will be unavailable to serve. Unless
otherwise instructed, the Proxy holders will vote the Proxies received by them
in favor of the nominees named below. Holders of shares of Common Stock vote
together as a class for the election of directors. If any of the nominees are
unable or decline to serve as a director, the Proxies may be voted for a
substitute nominee designated by the current Board. As of the date of this Proxy
Statement, the Board is not aware of any nominee who is unable to or will
decline to serve as a director.
The Board recommends that stockholders vote in favor of the election of the
following nominees, to serve as directors of CGPN until the next annual meeting
of stockholders and until their successors have been duly elected and qualified
or until their earlier resignation or removal.
Information With Respect to Nominees
Set forth below is information regarding the nominees.
NAME OF NOMINEE DIRECTOR SINCE AGE POSTION
- ---------------------- -------------- --- -----------------------
Thomas Hobson, May 2000 41 Chairman of
Chairman of The Board the Board
Leah M. Cunningham, May 2000 27 Chief Administrative
Secretary/Treasurer/ Officer/ Director
Director
Gregory D. Evans, April 2001 32 Chief Executive Officer
CEO/ Founder/ Director Director
John Moore, April 2001 28 Director
Director
John Lejay, April 2001 44 Director
Director
Business Experience of Nominees
THOMAS E. HOBSON, CHAIRMAN, BOARD OF DIRECTORS - Mr. Hobson has helped to guide
the development of The Cyber Group Network Corporation since its inception. Mr.
Hobson currently also serves as the Manager of Alliance Marketing for California
Federal Bank.
LEAH M. CUNNINGHAM, CHIEF ADMINISTRATIVE OFFICER AND DIRECTOR - Ms. Cunningham,
in addition to her duties as a Director, oversees the day-to-day operations,
Human Resources, and finance of The Cyber Group Network Corporation.
GREGORY D. EVANS, CHIEF EXECUTIVE OFFICER AND DIRECTOR - Mr. Evans is the
founder of The Cyber Group Network Corporation, and the creator of the E-Snitch
technology and PIRT Security Suites. Mr. Evans leads the Research and
Development department of the Company, and is instrumental in the development of
all products and services released by the Company.
JOHN G. LEJAY, DIRECTOR - Mr. Lejay provides oversight on operational matters,
especially in the areas of sales and marketing. Currently, Mr. Lejay is an
Account Executive for Central Transport International, Inc. In this capacity,
he provides comprehensive training in product knowledge to internal CTI sales
staff and outside clients.
JOHN MOORE, DIRECTOR - As a current member of the Board, Mr. Moore oversees and
guides the Company in all legal matters. He completed his Juris Doctor in April
2000, and is a member of the Florida State Bar. Mr. Moore currently serves as a
Law Clerk for the Honorable Judge Erithe Smith, in the U.S. Bankruptcy Court,
Central District of California, in Los Angeles, California.
Number of Directors; Relationships
CGPN's Bylaws authorize the Board to fix the number of directors serving on
the Board. Since May 2000, the number of directors has been fixed at (5) five.
Each director holds office until the annual meeting of stockholders following
the initial election or appointment of that director and until that director's
successor has been duly elected and qualified, or until that director's earlier
resignation or removal. Officers are appointed to serve at the discretion of the
Board.
Board Meetings and Committees
The Board held 13 meetings during the 2000 fiscal year. The directors
participated in or attended all meetings held during the period that such
director was a member of the Board.
The Board has an Audit Committee and a Compensation Committee, but not a
standing Nominating Committee. The Audit Committee, which is currently composed
of John Moore and Danette Garnett, reviews the professional services provided by
CGPN's independent auditors and monitors the scope and results of the annual
audit; reviews proposed changes in CGPN's financial and accounting standards and
principles; reviews CGPN's policies and procedures with respect to its internal
accounting, auditing and financial controls; makes recommendations to the Board
on the engagement of the independent auditors and addresses other matters that
may come before it or as directed by the Board of Directors. The Audit Committee
did not hold any meetings during the 2000 fiscal year.
The Compensation Committee, which is currently composed of John Lejay and
Thomas Hobson, sets the compensation for certain of CGPN's personnel. The
Compensation Committee held 0 meeting during the 2000 fiscal year.
Director Compensation
Board members are reimbursed for reasonable expenses incurred in connection
with attendance at meetings of the Board and of Committees of the Board.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Officers
Certain information regarding the executive officers is set forth below:
NAME AGE Position
---- --- --------
Leah M. Cunningham 27 Chief Administrative Officer/ Director
Gregory D. Evans 32 Chief Executive Officer/ Director
LEAH M. CUNNINGHAM, CHIEF ADMINISTRATIVE OFFICER AND DIRECTOR - Ms. Cunningham,
in addition to her duties as a Director, oversees the day-to-day operations,
human resources, and finance of The Cyber Group Network Corporation.
GREGORY D. EVANS, CHIEF EXECUTIVE OFFICER AND DIRECTOR - Mr. Evans is the
founder of The Cyber Group Network Corporation, and the creator of the E-Snitch
technology. Mr. Evans leads the Research and Development department of the
Company, and is instrumental in the development of all products and services
released by the Company.
Compensation of Executive Officers
The following table reports the compensation paid or accrued during the
fiscal year ended December 2000, for the most highly paid CGPN executive
officers.
SUMMARY COMPENSATION TABLE
(1) Name of Individual Capacities in Which Annual
Or Identity of Group Remuneration was Recorded Compensation
- -------------------------------------------------------------------------------
Gregory D. Evans Chief Executive Officer $ 200,000.00
In Cash and Stock Options
Leah M. Cunningham Secretary, Treasurer $ 150,000.00
In Cash and Stock Options
Long Term Incentive Plan Awards
No long-term incentive plan awards were made to a Named Officer during the
last fiscal year.
Change of Control Transactions
CGPN is not aware of any transactions resulting in a change of control
during fiscal year 2000.
Certain Relationships and Related Transactions
All transactions between CGPN and its officers, directors, principal
stockholders and their affiliates are approved by the Board of Directors. CGPN
believes that all of the transactions set forth above were made on terms no less
favorable to CGPN than could have been obtained from unaffiliated third parties.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
CGPN's officers, directors and persons who are the beneficial owners of more
than 10% of the Common Stock to file initial reports of ownership and reports of
changes in ownership of the Common Stock with the Securities and Exchange
Commission (the "Commission"). Officers, directors and beneficial owners of more
than 10% of the Common Stock are required by Commission regulations to furnish
CGPN with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms furnished to CGPN
and certain written representations that no other reports were required, CGPN
believes that, during the period from inception to December 31, 1999, all
officers, directors and beneficial owners of more than 10% of the Common Stock
complied with all Section 16(a) requirements.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to CGPN with
respect to the beneficial ownership of Common Stock as of July 31, 2001, by (i)
all persons who are beneficial owners of 5% or more of the Common Stock, (ii)
each director and nominee, (iii) the Named Officers in the Summary Compensation
Table above and (iv) all directors and executive officers as a group.
The number of shares beneficially owned is determined under rules
promulgated by the Commission, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under those rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares, which the individual has
the right to acquire within 60 days of July 31, 2001, through the exercise or
conversion of any stock option, convertible security, warrant or other right.
The inclusion in the table of those shares, however, does not constitute an
admission that the named stockholder is a direct or indirect beneficial owner of
those shares. Unless otherwise indicated, each person or entity named in the
table has sole voting power and investment power (or shares that power with that
person's spouse) with respect to all shares of capital stock listed as owned by
that person or entity.
NAME OF HOLDER ADDRESS NUMBER OF SHARES PERCENT OF
- -------------- ------- OUTSTANDING TOTAL SHARES
----------- ------------
Thomas Hobson 720 E. Carnegie Dr. # 200
San Bernardino, CA 92408 4,215,178 2.63%
Gregory Evans 720 E. Carnegie Dr. # 200
San Bernardino, CA 92408 12,025,000 7.51%
Leah M. Cunningham 720 E. Carnegie Dr. # 200
San Bernardino, CA 92408 4,175,000 2.60%
John Moore 11301 Washington Blvd.
Los Angeles, CA 90066 1,250,000 .78%
John Lejay 11301 Washington Blvd.
Los Angeles, CA 90066 1,250,000 .78%
Thomas C. Cook 4955 S. Durango #214
Client Trust Escrow Las Vegas, NV 89113 62,500,000 39%
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Under the present rules of the Commission, the deadline for stockholders to
submit proposals to be considered for inclusion in CGPN's Proxy Statement for
the next year's annual meeting of stockholders is March 15, 2002. Such proposals
may be included in next year's Proxy Statement if they comply with certain rules
and regulations promulgated by the Commission. The date of next year's annual
meeting of stockholders has not yet been fixed; if CGPN fixes a date that is
more than 30 days earlier or later than the date of this year's annual meeting,
CGPN will specify a revised deadline in a Form 10-QSB filed with the Commission.
FORM 10-KSB
CGPN filed a Form 10-KSB for the year ended December 31, 2000 with the
Commission. The Form 10-KSB is not incorporated into this Proxy Statement and is
not considered proxy soliciting material. Stockholders may obtain additional
copies of this report, without charge, by writing to Investor Relations, The
Cyber Group Network Corporation, 720 East Carnegie Drive, Suite 200, San
Bernardino, California 92408.
OTHER MATTERS
CGPN knows of no other matters that will be presented for consideration at
the Annual Meeting. If any other matters properly come before the Annual
Meeting, it is the intention of the person named in the enclosed form of Proxy
to vote the shares they represent as the Board may recommend. Discretionary
authority with respect to such other matters is granted by the execution of the
enclosed Proxy.
THE BOARD OF DIRECTORS
Dated: August 28, 2001
THE CYBER GROUP NETWORK CORPORATION
PROXY
ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 28, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE CYBER GROUP NETWORK
CORPORATION
The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders to be held September 28, 2001 and
the Proxy Statement and appoints Gregory D. Evans the Proxy of the undersigned,
with full power of substitution, to vote all shares of Common Stock of The Cyber
Group Network Corporation ("CGPN") that the undersigned is entitled to vote,
either on her own behalf or on behalf of any entity or entities, at the Annual
Meeting of Stockholders of CGPN to be held 1590 University Avenue, Riverside, CA
92507, on September 28, 2001 from 9:00 a.m. till 11:00 am Pacific Daylight Time
(the "Annual Meeting"), and at any adjournment or postponement thereof, with the
same force and effect as the undersigned might or could do if personally present
at the Annual Meeting. The shares represented by this Proxy shall be voted in
the manner set forth below.
1. To elect five directors to serve on the Board of Directors for the
ensuing year and until their respective successors are duly elected and
qualified:
NAME To withhold authority to vote for any
nominees, For enter their name or
Thomas E. Hobson____________________|_| names below:
Leah M. Cunningham__________________|_|
Gregory D. Evans____________________|_|
John G. Lejay_______________________|_|
John Moore___________________________|_|
2. To transact such other business as may properly come before the Annual
Meeting and any adjournment or adjournments thereof.
FOR |_| AGAINST |_| ABSTAIN |_|
The Board of Directors recommends a vote in favor of the directors listed
above and a vote in favor of the other proposals. This Proxy, when properly
executed, will be voted as specified above. If no direction is made, this Proxy
will be voted in favor of the election of the directors listed above and in
favor of the other proposals.
Please print the stockholder name exactly as it appears on this Proxy. If
the shares are registered in more than one name, the signature of each person in
whose name the shares are registered is required. A corporation should sign in
its full corporate name, with a duly authorized officer signing on behalf of the
corporation and stating his or her title. Trustees, guardians, executors, and
administrators should sign in their official capacity, giving their full title
as such. A partnership should sign in its partnership name, with an authorized
person signing on behalf of the partnership.
-----------------------------------------------
(Print name)
-----------------------------------------------
(Authorized Signature)
Date:______________________________