UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section 240.14a-11(c) or Section 240.14a-12
MYRIENT, INC.
- --------------------------------------------------------------------------------
(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 (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:
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(4) Date Filed:
MYRIENT, INC
65 Enterprise
Aliso Viejo, CA 92656
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 31, 2001
TO OUR SHAREHOLDERS:
You are cordially invited to attend the 2001 Annual Meeting of Shareholders of
Myrient, Inc. to be held on Tuesday, July 31, 2001 at 5:00 p.m., Pacific Time,
at Myrient's corporate offices located at 65 Enterprise Aliso Viejo California
92656 to consider and act upon the following proposals, as described in the
accompanying Proxy Statement:
1. To reappoint the existing four (4) directors to serve until
the next Annual Meeting of Shareholders and thereafter until
their successors are elected and qualified;
2. To amend Myrient's Articles of Incorporation to increase the
number of authorized shares of common stock from 50 million to
75 million;
3. To adopt the Restated Articles of Incorporation of Myrient,
Inc.;
4. To ratify the appointment of Corbin & Wertz as independent
auditors of the Company for the fiscal year ending August 31,
2001; and
5. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice. The Board of Directors has fixed the close of business
on June 11, 2001, as the record date for Shareholders entitled to notice of and
to vote at this meeting and any adjournments thereof.
By Order of the Board of Directors
Chairman of the Board
Barry Hall
June 29, 2001
Aliso Viejo, California
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE,
SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR PROXY
WILL NOT BE USED IF YOU ARE PRESENT AT THE ANNUAL MEETING AND DESIRE TO VOTE
YOUR SHARES PERSONALLY AT THAT TIME.
2
MYRIENT, INC.
65 Enterprise
Aliso Viejo, CA 92656
-----------------------------
PROXY STATEMENT
-----------------------------
GENERAL INFORMATION
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
The enclosed Proxy is solicited by the Board of Directors of Myrient, Inc. (the
"Company") for use in connection with the Annual Meeting of Shareholders to be
held at the Company's corporate offices located at 65 Enterprise, Aliso Viejo,
California 92656, on Tuesday, July 31, 2001 at 5:00 p.m., and at any and all
adjournments thereof for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Shareholders.
The persons named as proxies were designated by the Board of Directors (the
"Board") and are officers or directors of the Company. Any Proxy may be revoked
or superseded by executing a later Proxy or by giving notice of revocation in
writing prior to, or at, the Annual Meeting, or by attending the Annual Meeting
and voting in person. Attendance at the meeting will not in and of itself
constitute revocation of the Proxy. All Proxies that are properly completed,
signed and returned to the Company prior to the meeting, and not revoked, will
be voted in accordance with the instructions given in the Proxy. If a choice is
not specified in the Proxy, the Proxy will be voted:
1. FOR election of the director nominees listed below (Proposal
1);
2. FOR an amendment to the Company's Articles of Incorporation to
increase in the number of authorized shares of common stock
from 50 million to 75 million (Proposal 2);
3. FOR the adoption of the Restated Articles of Incorporation of
the Company (Proposal 3); and
4. FOR the ratification of the appointment of Corbin & Wertz as
independent auditors of the Company for the fiscal year ending
August 31, 2001 (Proposal 4).
Officers of the Company or their designees will tabulate votes cast at the
Annual Meeting. A majority of shares entitled to vote, represented in person or
by proxy, will constitute a quorum at the Annual Meeting. Abstentions and broker
non-votes are each included in the determination of the number of shares present
and voting for the purpose of determining whether a quorum is present, and each
is tabulated separately. In determining whether a proposal has been approved,
abstentions are counted as votes against a proposal and broker non-votes are not
counted.
If any other matters are properly presented at the Annual Meeting for action,
the persons named in the enclosed form of proxy will have discretion to vote on
such matters in accordance with their best judgment. The Company does not know
of any matters other than those set forth above that will be presented at the
Annual Meeting.
This Proxy Statement and the accompanying Proxy are being mailed to shareholders
on or about July __, 2001. The entire cost of the solicitation of Proxies will
be borne by the Company. It is contemplated that this solicitation will be
primarily by mail. In addition, some of the officers, directors and employees of
the Company may solicit Proxies personally or by telephone, fax, telegraph or
cable. Officers and employees soliciting proxies will not receive any additional
compensation for their services. The Company will reimburse brokers and other
nominees for their reasonable out-of-pocket expenses incurred in forwarding
solicitation material to beneficial owners of shares held of record by such
brokers or nominees.
3
OUTSTANDING SHARES AND VOTING RIGHTS
The only class of the Company's equity securities currently outstanding is its
Common Stock. Shareholders of record at the close of business on June 11, 2001
are entitled to one vote for each share of Common Stock held by them. As of June
11, 2001, there were 44,985,535 shares of Common Stock issued and outstanding. A
majority of the shares of the Company's Common Stock present or represented and
entitled to vote at the meeting is required to approve each proposal presented
at the meeting.
4
PROPOSAL ONE
ELECTION OF DIRECTORS
Directors are elected by the shareholders at each annual meeting to hold office
until their respective successors are elected and qualified. Pursuant to the
Bylaws of the Company, the Board of Directors may consist of not less than three
(3) directors. The Board of Directors currently consists of the following four
(4) directors: Toan V. Dinh, Barry W. Hall, Teresa M. Throenle, and Bryan L.
Turbow with four (4) open positions, the vacancies of which the Board of
Directors may fill at a later time.
Voting for the election of directors is non-cumulative, which means that a
simple majority of the shares voting may elect all of the directors. Each share
of Common Stock is entitled to one vote and, therefore, has a number of votes
equal to the number of authorized directors. Proxies may not be voted for more
than four (4) directors.
Although management of the Company expects that each of the following nominees
will be available to serve as a director, in the event any of them should become
unavailable prior to the Annual Meeting, management's proxies will be voted for
a nominee or nominees designated by management or will be voted for a lesser
number of directors. If there are other nominees, management's proxies will be
voted so as to elect the greatest number of the following nominees. Management
has no reason to believe that any of its nominees, if elected, will be
unavailable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW.
The nominees for reelection to the Board of Directors as selected by the Board
of Directors of the Company are set forth below alphabetically:
TOAN V. DINH
BARRY W. HALL
TERESA M. THROENLE
BRYAN L. TURBOW
The biographies of nominees, including certain additional information, are set
forth below:
TOAN V. DINH, Vice Chairman of the Board of Directors of the Company, was
appointed to the Company's Board of Directors on January 18, 2001. Mr. Dinh also
served the Company as a consultant in January 2001 and as Chief Executive
Officer February 2001 to May 2001. From 1984 to 2000 Mr. Dinh was the owner of
California Komputer Test, Inc. (part owner from 1984-1994), a privately owned
programming, test and engineering consulting services corporation. His company
designed test software, hardware, engineering services and manufacturing for
various domestic and international corporations, which included Xerox Corp.,
Rank Xerox, Fuji Xerox, Siemens, Hughes Electronics, Northrop Corp., IBM Corp.,
Emerson Electric, Emulex Corp., and FileNet Corp. From 1976 to 1984 Mr. Dinh was
the test engineer, project engineer, and service engineer for various companies
including Del Mar Avionics, Puritan Bennett, Xerox Corporation. Mr. Dinh
completed his Bachelor of Science degree in Electronic Engineering in 1975 from
the University of New York at Buffalo.
BARRY W. HALL, Chairman of the Board of Directors of the Company, was appointed
to the Company's Board of Directors on August 8, 2000. Mr. Hall is currently
Executive Vice President and Chief Financial Officer of Styleclick, Inc., a
publicly traded e-commerce enabler. He has held this position since July 2000.
From October 1999 until July 2000, he held the same position at Styleclick.com
Inc., one of the Company's predecessors. From May 1998 until August 1999, Mr.
Hall was Chief Operating Officer of Interactive Light, Inc., a developer and
marketer of digital interactive entertainment systems and platforms. From
January 1998 to April 1998, Mr. Hall was Chief Financial Officer of Apparel
Technologies, Inc., a developer of digital printing technologies for the apparel
industry. From January 1996 to September 1997 he was Executive Vice President,
Chief Financial Officer of EarthLink Network, Inc., a publicly traded nationwide
Internet Services Provider. Prior to that, Mr. Hall was Chairman and Chief
Executive Officer of California Amplifier, a publicly traded developer,
manufacturer and marketer of electronic antennas and components used in the
reception of GPS, microwave and satellite television signals. Mr. Hall holds a
Bachelor of Arts degree in Mathematics and a Master of Business Administration
from San Diego State University.
5
TERESA M. THROENLE, , was appointed to the Company's Board of Directors on May
18, 2000. Ms. Throenle is the Chief Financial Officer of SeaWest Financial
Corporation, a financing company with a current loan portfolio of $140 million
and a growth rate of 600% per year over the last three years and profitability
growth of over 1200%. Ms. Throenle possesses over fourteen years of experience
in executive financial management. Prior to joining SeaWest, Ms. Throenle
founded Insight Financial Management, Inc., instructed for the University of
Southern California- Business Expansion Network and taught for the Women's
Enterprise Development Corp. Ms. Throenle holds a Master of Business
Administration from Pepperdine University and a Bachelor of Science in
Professional Accounting from California State University, Long Beach. Her
professional affiliations include candidate membership in the California Society
of Certified Public Accountants and the Association of Certified Fraud
Examiners.
BRYAN L. TURBOW, has been a member of the Board of Directors of the Company
since June 1999. In 1986 Mr. Turbow founded Mobilenetics and was its President
and sole stockholder. Mobilenetics was a telecommunications consulting and
systems integration company that merged with The Company in June 1999. In June
1999, Mr. Turbow became the President and Chief Technology Officer for The
Company and was elected to serve as a director on the Board of Directors. Mr.
Turbow has maintained these roles to date. Mr. Turbow also served as interim
Chief Executive Officer from August 2000 through January 2001.
None of the candidates presently serve as directors of other public
corporations.
COMPLIANCE WITH SECTION 16a OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16a of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16a forms they file. To the Company's knowledge, based
solely on the review of copies of such reports furnished to the Company and
written representations that no other reports were required, the Company has
been informed that all of the Company's officers, directors and greater than ten
percent shareholders. except for William J. Kettle of which the Company does not
have current information, complied with the requirements of Section 16a.
COMPENSATION OF BOARD OF DIRECTORS
The directors of the Company presently receive no compensation for their
services as members of the Board of Directors. However, independent directors
each received 25,000 shares of Common Stock of the Company in March 2001 for
their services rendered up to that point.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held five (5) meetings during the year
ended August 31, 2000: September 29, 1999, November 22, 1999, May 16, 2000, July
25, 2000, and August 8, 2000. All Board members were in attendance at the above
listed meetings. Other actions by the Board during the year were conducted by
resolutions adopted by unanimous written consent. The Board currently meets once
every two months or on an as needed basis. The Board of Directors currently has
an Audit Committee and a Compensation Committee. Neither Committee has adopted a
charter.
INDEPENDENT AUDITORS AND AUDIT FEES
The Company selected Corbin & Wertz LLP as its independent auditors for the
fiscal year ending August 31, 2001. Corbin & Wertz LLP was the Company's
independent auditor for the prior fiscal year ending August 31, 2000. A
representative from the Corbin & Wertz office will be available at the Annual
Meeting. For the fiscal year ended August 31, 2000, the Company's audit fees
were as follows:
(a) Audit Fees: Aggregate fees billed for professional services rendered for the
audit of the Company's fiscal year 2000 annual financial statements and review
of the financial statements in the Company's reports on Form 10-QSB:
$116,666.74.
(b) Financial Information Systems Design and Implementation Fees: None.
(c) All Other Fees: None.
6
PROPOSAL TWO
AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On May 21, 2001, the Board of Directors approved, subject to stockholder
approval, an Amendment to the Articles of Incorporation of the Company to
authorize an increase from 50,000,000 shares of Common Stock to 75,000,000
shares of Common Stock of the Company, $0.001 par value and to maintain the
authorized amount of 10,000,000 shares of preferred stock, par value $0.001, the
rights and preferences to be determined by the Board of Directors. The Company
proposes to amend Article 4 of the Articles of Incorporation of the Company to
read as follows:
"FOURTH: The capital stock of the Corporation shall consist of
75,000,000 shares of Common Stock, $0.001 par value, and 10,000,000
shares of preferred stock, $0.001 par value.
The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of the Corporation (the "Board of
Directors") is expressly authorized to provide for the issue of all or
any of the shares of the Preferred Stock in one or more series, and to
fix the number of shares and to determine or alter for each such
series, such voting powers, full or limited, or no voting powers, and
such designations, preferences, and relative, participating, optional,
or other rights and such qualifications, limitations, or restrictions
thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issue
of such shares (a "Preferred Stock Designation") and as may be
permitted by applicable laws. The Board of Directors is also expressly
authorized to increase or decrease (but not below the number of shares
of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series. In case the number of
shares of any such series shall be so decreased, the shares
constituting such decrease shall resume the status that they had prior
to the adoption of the resolution originally fixing the number of
shares of such series."
The Board of Directors believes it is advisable and in the best interest of the
Company to have available additional authorized but unissued shares of Common
Stock to provide for future needs. The additional but unissued shares of Common
Stock will be available for issuance from time to time by the Company in the
discretion of the Board of Directors, normally without further stockholder
action (except as may be required for a particular transaction by applicable
law, requirements of regulatory agencies or by stock exchange rules), for any
proper corporate purpose including, among other things, future acquisitions of
property or securities of other corporations, stock dividends, stock splits,
stock options, convertible debt and equity financing. The Company's Board of
Directors believes the additional but unissued Common Stock may be necessary for
future financing and to attract potential new equity capital to carry out the
Company's business objectives. The Company is currently contemplating equity and
debt financing, which would require the issuance of Common Stock.
VOTE REQUIRED FOR THE AMENDMENT OF THE ARTICLES PROPOSAL
Approval of the Amendment of the Articles Proposal, will require the affirmative
vote of a quorum of the outstanding shares of the Corporation. Votes that are
cast against the proposal will be counted for purposes of determining (a) the
presence or absence of a quorum and (b) the total number of negative votes cast
with respect to the proposal. Abstentions and shares held by brokers that are
present but not voted, because the brokers were prohibited from exercising
discretionary authority ("broker non-votes"), will be counted as present for
purposes of determining the presence or absence of a quorum.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT TO ITS
ARTICLES OF INCORPORATION.
8
PROPOSAL THREE
RESTATEMENT OF ARTICLES OF INCORPORATION OF MYRIENT INC.
On June 21, 2001, the Board of Directors approved, subject to stockholder
approval, the Restated Articles of Incorporation of Myrient, Inc. As previously
discussed in the Company's public filings, the Company was originally organized
as Landmark International on October 10, 1994. As discussed in Proposal Two,
above, on May 23, 2001 the Board of Directors approved, subject to shareholder
approval, an amendment to the Articles of Incorporation of the Company to
increase the authorized stock to 85,000,000 composed of 75,000,000 of Common
Stock and 10,000,000 Preferred Stock.
In order to simplify the Company's Articles of Incorporation and the various
subsequent amendments, the Board of Directors believes it is in the Company's
best interest to consolidate the original Articles of Incorporation and all
amendments thereto into a single Restated Articles of Incorporation. The
amendments to the Articles of Incorporation over the history of the Company are
as follows:
On August 27, 1998 the Company amended its Articles of Incorporation changing
its name from Landmark International to Genesis.
On July 20, 1999 the Company amended its Articles of Incorporation changing its
name from Genesis to LMKI, Inc.
On September 14, 2000 the Company amended its Articles of Incorporation changing
its name from LMKI Inc. to Myrient Inc.
On May 23, 2001 the Board of Directors approved an amendment of the Company's
Articles of Incorporation, subject to the approval of the shareholders as
provided in Proposal Two, increasing in the authorized shares of Common Stock
from 50,000,000 to 75,000,000 shares. In the event the shareholders reject
Proposal Two, but this Proposal is adopted, the Restated Articles of the Company
shall be revised and filed such that only 50,000,000 shares of Common Stock is
authorized. A copy of the proposed Restated Articles of Incorporation is
attached hereto to this proxy as Appendix A.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE MYRIENT, INC.
RESTATED ARTICLES OF INCORPORATION.
9
PROPOSAL FOUR
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has appointed Corbin & Wertz, independent auditors, to
audit the consolidated financial statements of the Company for the year ending
August 31, 2001 and seeks ratification of such appointment. In the event of a
negative vote on such ratification, the Board of Directors will reconsider its
appointment.
Representatives of Corbin & Wertz are expected to be present at the Annual
Meeting, will have the opportunity to make a statement, if they desire to do so,
and are expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF CORBIN & WERTZ
AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING AUGUST 31,
2001.
10
OTHER INFORMATION
DIRECTORS AND EXECUTIVE OFFICERS
The current directors and executive officers of the Company are set forth below.
See "ELECTION OF DIRECTORS" for the biographies of the Company's directors.
Name Positions
- ---- ---------
Barry W. Hall Director, Chairman
Toan V. Dinh Director, Vice Chairman
Teresa M. Throenle Director
Bryan L. Turbow Director, President, Chief Technology Officer
Vincent J. Roth Secretary, Treasurer, and General Counsel
EXECUTIVE COMPENSATION
The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal year ended August 31, 2000,
the fiscal year ended August 31, 1999, and the fiscal year ended August 31, 1998
The following information includes the dollar value of base salaries, bonus
awards, the number of stock options granted and certain other compensation, if
any, whether paid or deferred.
Annual Compensation Long Term Compensation
----------------------------------------------------- --------------------------------------------------
Awards Payouts
--------------------------------------------------
LONG-TERM
COMPENSATION
OTHER ANNUAL RESTRICTED SECURITIES LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION STOCK UNDERLYING PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) AWARDS ($) OPTIONS ($) ($)
- ------------------- ---------- ----------------- -------- --------------- ----------- -------------- --------- -------------
William Kettle
(Chairman of the 2000 120,000 -0- -0- -0- -0- -0-
Board of 1999 -0- -0- -0- 3,000,000(5) -0- -0-
Directors and 1998 -0- -0- 4,000,000 4,000,000- -0- -0-
CEO) *
Bryan Turbow
President and 2000 120,000 -0- -0- -0- -0-
(CTO) 1999 120,000 -0- -0- -0- -0- -0- -0-
1998 0 0 0 0 0 0 0
Adela M Kettle 2000 120,000 0 0 0 0 0 0
(COO)* 1999 0 0 0 0 0 0 0
1998 0 0 0 0 0 0 0
John Diehl 2000 120,000 0 0 0 200,000 0 0
(CFO)* 1999 0 0 0 0 500,000 0 0
1998 0 0 0 0 0 0 0
Chris Capadouca 2000 150,000 0 0 0 350,000 0 0
(CIO)* 1999 0 0 0 0 0 0 0
1998 0 0 0 0 0 0 0
* These individuals are no longer officers of the Company. Please see
below.
11
STOCK OPTIONS GRANTED TO EXECUTIVE OFFICERS BY THE COMPANY
The following table summarizes stock option grants by the Company during the
fiscal year ended August 31, 2000 to each of the executive officers identified
in the Summary Compensation Table above. These stock options relate to the
options to purchase the common stock of Myrient, Inc.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SAR'S GRANTED
UNDERLYING TO EMPLOYEES IN YEAR
OPTIONS/SAR'S ENDED AUGUST 31, 2000 EXERCISE OF BASE
NAME GRANTED (#) (%) PRICE ($/SH) EXPIRATION DATE
-------------------- --------------- --------------------- ---------------- ---------------
John Diehl* 200,000 8% $4.531 11/25/01
Chris Capadouca* 350,000 14% $7.000 04/16/03
* No longer employed by the Company. Options held by John Diehl expire August
28, 2001. Most options held by Chris Capadouca have expired except for 100,000,
which will expire on January 26, 2002 if not exercised.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
The following table summarizes exercises of stock options during the fiscal year
ended August 31, 2000 by each of the executive officers and the fiscal year-end
value of unexercised options for such executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY OPTIONS/SARS
SHARES ACQUIRED ON VALUE OPTIONS/SARS AT FY-END AT FY-END ($)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------- ------------------ ------------ ------------------------- -------------------------
William Kettle* 4,000,000 $8,376,000 2,000,000/na $3,562,000/na
John Diehl* 500,000 $4,765,500 200,000/na na/na
Chris Capadouca* na Na 100,000/250,000 na/na
* No longer employed by the Company.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Chris Capadouca in May
2000, pursuant to which he agreed to serve as our Chief Information Officer.
This employment agreement had a three-year term and provided for base salary of
$150,000, allowances for bonuses based upon goals and fringe benefits. The
agreement provided for a maximum of twelve months of severance compensation, as
defined, in certain cases of termination. In January 2001, however, the Company
eliminated the CIO position and developed a negotiated separation package with
Mr. Capadouca.
The Company entered into an employment agreement with Leonard Kajimoto in June
2000, pursuant to which he agreed to serve as our Vice President of Operations.
This employment agreement has a three-year term and provided for base salary of
$140,000, allowances for bonuses based upon goals and fringe benefits. The
agreement provides for a maximum of twelve months of severance compensation, as
defined, in certain cases of termination.
12
SEVERANCE AGREEMENTS
The Company entered into a severance agreement effective August 8, 2000 and
restated and amended November 15, 2000 with its former Chairman and CEO, William
J. Kettle as follows:
The Company agreed to pay the former Chairman and CEO a severance amount of
$120,000 payable in twelve equal monthly installments beginning August 10,2000.
During fiscal 2000, the Company has made payments in the amount of $10,000 in
connection with the severance liability. As of August 31, 2000, the Company has
accrued the remaining undiscounted amount of $110,000 in accrued liabilities in
the accompanying balance sheet;
Subsequent to August 31, 2000, the Company and the former Chairman and CEO
agreed to offset a note payable to the former Chairman and CEO with certain
accounts receivable in the amount of $600,000 from SpeeDSL, a related party;
On November 15, 2000, the Company and the former Chairman and CEO amended the
severance agreement, and the former Chairman and CEO agreed to return 15,000,000
shares of common stock and the Company would adjust his note payable to
$2,127,000;
Subsequent to August 31, 2000, the Company agreed to secure the note payable to
the former Chairman and CEO with 5,000,000 shares of common stock from the
President; and
On November 15, 2000, the Company and the former Chairman and CEO agreed to
cancel 2,000,000 options, which were outstanding at August 31, 2000.
Effective August 8, 2000 the Company entered into a severance agreement with its
former Chief Operating Officer ("COO"), Adela Maria Kettle, Mr. Kettle's wife.
The agreement requires the Company to pay the Former COO a severance amount of
$120,000 payable in twelve equal monthly installments beginning August 10, 2000.
During fiscal 2000, the Company has made payments in the amount of $10,000 in
connection with the severance liability. At August 31, 2000 the Company has
accrued the remaining undiscounted amount of $110,000 in accrued liabilities in
the accompanying balance sheet.
In conjunction with these severance agreements, the former CEO and COO executed
irrevocable proxies for third parties to vote their shares. The proxies were
canceled with the return of 15,000,000 shares to the Company treasury as noted
above.
The Company entered into a severance agreement effective August 28, 2000 with
its former Chief Financial Officer, John W. Diehl, Jr., as follows: The Company
agreed to convert indebtedness of $35,000.00 to compensation paid to Mr. Diehl
on August 28, 2000. The Company also agreed to pay Mr. Diehl as a consultant for
three months at $15,000.00 each month for a total of $45,000.00.
The Company entered into a severance agreement effective January 26, 2001 with
its former Chief Information Officer, Christopher Capadouca, as follows: The
Company issued a severance pay of $25,000.00 and continuation of health benefits
for six months. The package also included allowing 100,000 of Mr. Capadouca's
vested stock options a period of one year to be exercised from the date of the
agreement. Mr. Capadouca also received two computers, each with complete
software packages.
13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the record date, June 11, 2001,
with respect to each person who is known by the Company to own beneficially 5%
or more of the Company's outstanding Common Stock, the number of shares and the
percentage so owned, as well as the beneficial ownership of Common Stock of the
Company by the directors, the executive officers of the Company and all
directors and executive officers as a group.
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK OUTSTANDING PERCENTAGE OF OUTSTANDING
- -------------- ------------------------------------ ------------------------ -------------------------
Common Stock Toan V. Dinh 3,016,240 6.7%
8 Vista Montemar
Laguna Niguel, CA 92677
Common Stock William J. Kettle (1) 5,570,000 11.11%
1720 East Garry Ave. Suite 201
Santa Ana, CA 92705
Common Stock Barry W. Hall (2) 137,500 *
3861 Sepulveda Blvd.
Culver City, CA 90230
Common Stock Teresa M. Throenle (3) 50,000 *
8303 Alondra Blvd. 2nd Floor
Paramount, CA 90723
Common Stock Bryan L. Turbow 12,000,000 26.7%
65 Enterprise
Aliso Viejo, CA 92656
Common Stock Vincent J. Roth, Esq. 24,692 *
65 Enterprise
Aliso Viejo, CA 92656
Named Officers 15,228,432 33.9%
and Directors as a
Group (5 persons)
- --------------
* LESS THAN 1%
(1) Resigned from all positions with the Company August 8, 2000. Reflects
15,000,000 shares of common stock held by William J. Kettle and Maria
Kettle which were cancelled and returned to the company treasury
following his termination and any remaining options to purchase company
stock which were cancelled pursuant to the first amendment to the
severance agreements for Mr. and Mrs. Kettle.
(2) Represents 25,000 shares of common stock and options to purchase
112,500 shares of common stock that are vested.
(3) Represents 25,000 shares of common stock and options to purchase 25,000
shares of common stock that are vested.
Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. Shares of stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.
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SHAREHOLDER PROPOSALS
Any shareholder desiring to submit a proposal for action at the 2001 Annual
Meeting of Shareholders and presentation in the Company's proxy statement with
respect to such meeting should arrange for such proposal to be delivered to the
Company's offices, 65 Enterprise Aliso Viejo, CA 92656, addressed to Vincent J.
Roth, General Counsel, no later than February 1, 2002 in order to be considered
for inclusion in the Company's proxy statement relating to the meeting. Matters
pertaining to such proposals, including the number and length thereof,
eligibility of persons entitled to have such proposals included and other
aspects are regulated by the Securities Exchange Act of 1934, Rules and
Regulations of the Securities and Exchange Commission and other laws and
regulations to which interested persons should refer.
On May 21, 1998, the Securities and Exchange Commission adopted an amendment to
Rule 14a-4, as promulgated under the Securities and Exchange Act of 1934, as
amended. The amendment to Rule 14a-4(c)(1) governs the Company's use of its
discretionary proxy voting authority with respect to a shareholder proposal that
is not addressed in the Company's proxy statement. The new amendment provides
that if a proponent of a proposal fails to notify the Company at least 45 days
prior to the month and day of mailing of the prior year's proxy statement, then
the Company will be allowed to use its discretionary voting authority when the
proposal is raised at the meeting, without any discussion of the matter in the
proxy statement.
With respect to the Company's 2001 Annual Meeting of Shareholders, if the
Company is not provided notice of a shareholder proposal, which the shareholder
has not previously sought to include in the Company's proxy statement, by
February 1, 2002, the Company will be allowed to use its discretionary voting
authority as described above.
15
OTHER MATTERS
The Company has enclosed with this Proxy Statement a copy of the Company's
Annual Report on Form 10-KSB to Shareholders for the year ended August 31, 2000.
Management knows of no other matters to come before the meeting. If, however,
any other matter properly comes before the meeting, the persons named in the
enclosed Proxy form will vote in accordance with their judgment upon such
matter.
Shareholders who do not expect to attend in person are urged to promptly execute
and return the enclosed Proxy.
By order of the Board of Directors
Chairman of the Board
Los Angeles, California
June 29, 2001
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PROXY
MYRIENT, INC.
65 Enterprise, Aliso Viejo, California 92656
Proxy for Annual Meeting of Shareholders - July 31, 2001
(THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
The undersigned hereby appoint ________, and each of them, as proxy or proxies
for the undersigned, with full power of substitution, who may act by unanimous
vote of said proxies or their substitutes as shall be present at the meeting,
or, if only one be present, then the one shall have all the powers hereunder, to
represent and to vote, as designated on the other side (If no direction is made,
this Proxy will be voted FOR Proposals 1, 2, 3 and 4), all of the shares of
Myrient, Inc. (the "Company") standing in the name of the undersigned, at the
Annual Meeting of Shareholders of the Company to be held on Tuesday, July 31,
2001, at 5:00 p.m. at the Company's offices, 65 Enterprise, Aliso Viejo,
California 92656, and any adjournment thereof. In their discretion, the proxies
are authorized to vote upon such other business as may properly come before the
meeting.
PLEASE MARK YOUR VOTES AS INDICATED IN THIS PROXY
The Board of Directors recommends a vote FOR Items 1, 2, 3 & 4.
FOR WITHHELD FOR
ITEM 1 - ELECTION OF DIRECTORS
NOMINEES:
Toan V. Dinh [ ] [ ]
Barry W. Hall [ ] [ ]
Teresa M. Throenle [ ] [ ]
Bryan L. Turbow [ ] [ ]
WITHHELD FOR: (Write that nominee's name in the space provided)
-----------------------------------
ITEM 2 - INCREASE THE AUTHORIZED SHARES OF [ ] [ ]
COMMON STOCK FROM 50,000,000 TO 75,000,000
ITEM 3 - ADOPTION OF RESTATED OF ARTICLES OF [ ] [ ]
INCORPORATION
ITEM 4 - REAPPOINT CORBIN & WERTZ AS [ ] [ ]
INDEPENDENT AUDITORS
Signature(s) ________________________________________ Date ___________
________________________________________
(Print Name)
NOTE: Please sign as name appears hereon. Joint owners should each
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.
17
APPENDIX - A
RESTATED ARTICLES OF INCORPORATION
OF
MYRIENT, INC.
The undersigned, desiring to form a corporation for profit under the General
Corporation Law of Nevada, does hereby certify:
FIRST: The name of the corporation shall be Myrient, Inc.
SECOND: The name of the natural person or corporation designated as the
corporation's resident agent is State Agent and Transfer Syndicate, whose
address is 311 Carson Street, Carson City, Nevada 89701.
THIRD: The purpose for which the corporation is formed is to engage in any
lawful activity.
FOURTH: The total number of authorized shares of Common Stock shall be
Seventy-Five Million (75,000,000), each with a par value of $.001 per share. The
total number of authorized shares of Preferred Stock shall be Ten Million
(10,000,000), each with a par value of $.001 per share. The Preferred Stock may
be issued from time to time in one or more series. The Board of Directors of
this corporation is expressly authorized to provide for the issue of all or any
of the shares of Preferred Stock in one or more series, and to fix the
designation and number of shares and to determine or alter for each such series
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other rights and such
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such shares and as may be permitted by the Nevada
Revised Statutes. The Board of Directors is also expressly authorized to
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series. If the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status they
had prior to the adoption of the resolutions originally fixing the number of
share of such series.
FIFTH: The members of the governing body shall be styled directors and the
initial number of directors shall be one. The number of directors may be
increased pursuant to the provisions of the corporation's bylaws and Chapter 78
of the Nevada Revised Statutes.
SIXTH: No capital stock issued by the corporation shall be assessable following
payment of the subscription price or par value therefore.
SEVENTH: The corporation shall have perpetual existence.
EIGHTH: Every person who was or is a party or is threatened to be a party to or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director, officer, employee,
agent or other person of the corporation, or is or was serving at the request of
the corporation or for its benefit as a director, officer employee or other
person of another corporation, partnership, joint venture, trust or enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible
under the law of the State of Nevada as it may be amended from time to time
against all expenses, liability and loss (including attorney's fees, judgments,
fines and amounts paid or to be paid in settlement) reasonable incurred or
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suffered by him in connection therewith. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he/she is not entitled to
be indemnified by the corporation. Such right of indemnification shall be a
contract right, which may be enforced in any manner desired by such person. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers, employees, agents or other persons may have or hereafter
acquire and, without limiting the generality of such statement they shall be
entitled to their respective rights or indemnification under any bylaw,
agreement, vote of stockholders, provisions of law or otherwise, as well as
their rights under this Article.
Without limiting the application of the foregoing, the Board of Directors may
adopt bylaws from time to time with respect to indemnification permitted by the
law of the State of Nevada and may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, agent or other person of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, agent or other
person of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred in
any such capacity or arising our of such status whether or not the corporation
would have the power to indemnify such person.
NINTH: A director or officer of the corporation shall not be personally liable
to this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or knowing violation of law or (ii) the unlawful
payment of dividends. Any repeal or modification of this Article by the
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of the director or
officer of the corporation for acts or omissions prior to such repeal or
modification.
TENTH: A director or officer of the corporation shall not be disqualified by his
office from dealing or contracting with the corporation as a vendor, purchaser,
employee, agent or otherwise.
No transaction, contract or act of the corporation shall be void or voidable or
in any way affected or invalidated by reason of the fact that any director or
officer of any corporation is a member of any firm, a shareholder, director or
officer of the corporation or trustee or beneficiary of any trust that is in any
way interested in such transaction, contract or act. No director or officer
shall be accountable or responsible to the corporation for or in respect to any
transaction, contract or act of the corporation for any gain or profit directly
or indirectly realized by him by reason of the fact that he or any firm in which
he is a member or any corporation of which he is a trustee, or beneficiary, is
interested in such transaction, contract, or act; provided the fact that such
director or officer or such firm, corporation or trust is so interested shall
have been disclosed or shall have been known to the members of the Board of
Directors as shall be present at any meeting at which action upon such contract,
transaction or act shall have been taken. Any director may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
which shall authorize or take action in respect to any such contract,
transaction or act, and any officer of the corporation may take any action
within the scope of the authority, respecting such contract, transaction or act,
and any officer of the corporation of which he is a shareholder, director or
officer, or any trust of which he is a trustee or beneficiary, were not
interested in such transaction, contract or act. Without limiting or qualifying
the foregoing, if in any judicial other inquiry, suit, cause or proceeding, the
question of whether a director or officer of the corporation has acted in good
faith is material, and not withstanding any statute or rule of law or equity to
the contrary (if any there be), his good faith shall be presumed in the absence
of proof to the contrary by clear and convincing evidence.
ELEVENTH: No shareholder of the corporation shall have any preemptive rights.
. . .
The number of shares of the corporation outstanding and entitled to vote on this
Restated Articles of Incorporation is 44,985,535 that the said change(s) and the
Restated Articles of Incorporation have been consented to and approved by a
majority all of the stockholders of each class of stock outstanding and entitled
to vote thereon.
- -------------------------------- -----------------------------
Bryan L. Turbow Vincent J. Roth
President Secretary
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