UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT
TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[x] Preliminary information statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-6(d)(2))
[ ] Definitive information statement
ISNI.net, Inc.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
[x] 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.
o Amount previously paid:
o Form, schedule or registration statement no.:
o Filing party:
o Date filed:
TABLE OF CONTENTS
I. LETTER TO SHAREHOLDERS .................................................................. 3
II. SUMMARY TERM SHEET ..................................................................... 4
A. REASONS FOR ENGAGING IN THIS TRANSACTION......................................... 4
B. VOTE REQUIRED FOR APPROVAL OF TRANSACTION......................................... 4
C. RECOMMENDATION AND REASONS OF THE ISNI BOARD FOR ENGAGING IN THE TRANSACTION ..... 5
D. REGULATORY APPROVALS REQUIRED..................................................... 5
III. GENERAL INFORMATION..................................................................... 5
A. DATE, TIME AND PLACE INFORMATION.................................................. 5
B. APPRAISAL RIGHTS.................................................................. 6
C. VOTING SECURITIES................................................................. 6
D. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................... 7
E. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE........................... 7
F. DIRECTORS AND EXECUTIVE OFFICERS.................................................. 8
G. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS.................................. 9
H. AMENDMENTS OF CHARTER, BYLAWS OR OTHER DOCUMENTS.................................. 10
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I. LETTER TO SHAREHOLDERS
ISNI.net, Inc.
204 East McKenzie Street
Unit D
Punta Gorda, Fl. 33950
June 14, 2002
Dear Shareholder:
The enclosed information statement is being furnished to shareholders
of record on May 13, 2002, of ISNI.net, Inc. ("ISNI.net,Inc." "We," "Our,
"Us,"), a Delaware corporation, in connection with the following actions taken
by written consent of holders of a majority of the outstanding shares of our
common stock entitled to vote on the following proposals:
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Our board of directors has fully reviewed and approved the actions in connection
with the above- referenced and has determined
Holders of approximately 72.80% of our common stock have executed a written
consent in favor of the proposals described herein. However, under federal law
these proposals will not be effected until at least 20 days after this
Information Statement has first been sent to shareholders.
By Order of the Board of Directors,
/s/ Ray Bolouri
President
The date of this Information Statement is June 13, 2002
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II. SUMMARY TERM SHEET
This Summary Term sheet highlights selected information from this
Information Statement and may not contain all the information that is important
to you. If you wish to understand the transaction fully, you should carefully
read this entire Information Statement and the documents to which it refers. It
is the definitive legal document that governs the transaction.
ISNI.net, Inc. ("ISNI," "WE," "OUR," "US"):
ISNI.net, Inc. is a Delaware corporation formed on August 31, 1999
originally named Hawkeye Corporation a developmental stage company created to
engage in a merger or acquisition.. On March 22, 2000, Hawkeye and Internet
Services Network, Inc. entered into a merger agreement, which provided for the
merger of Internet Services Network, Inc. into Hawkeye. Internet Services
Network, Inc. was formed under the laws of the State of Florida under the name
Internet Services Network, Inc. on October 9, 1997. We subsequently changed our
name to ISNI.net, Inc. We operate as an Internet Service Provider (ISP) in the
city of Punta Gorda and surrounding areas of Charlotte County, Florida. We have
been a publicly reporting company filing with the Securities and Exchange
Commission since filing our initial registration statement September of 1999.
On April 1, 2002, the Board of Directors of the Company elected to take
all steps necessary to reduce the outstanding shares of the Company by means of
a reverse split of the common shares at a 110 to one conversion rate
By majority consent, 72.80 % of our shareholders of record on May 15,
2002 approved this transaction
A. REASONS FOR ENGAGING IN THIS TRANSACTION
ISNI.net, Inc. is an Internet Service Provider (ISP) operating in the city of
Punta Gorda and surrounding areas of Charlotte County, Florida. We have been a
publicly reporting company filing with the Securities and Exchange Commission
since filing our initial registration statement September of 1999. The shares of
ISNI.net, Inc. are not yet publicly traded.
B. VOTE REQUIRED FOR APPROVAL OF TRANSACTION
The majority shareholder of ISNI.net, Inc, who owns_72.80 % of the outstanding
shares of the company approved this transaction.
1. EXECUTIVE OFFICES OF PARTIES
ISNI.net, Inc.'s executive offices are located at 204 East McKenzie
Street, Unit D, Punta Gorda, Fl. 33950. Telephone: (941) 575-7878, Fax:
(941)-575-8787.
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2. ABOUT ISNI'S BUSINESS
We are an internet service provider currently serving individuals and
small businesses primarily in Charlotte County, Florida. We also provide Web
hosting services, a complement to our Internet access business. We offer up to
56K modem access and ISDN (Integrated Digital Service Network) connectivity. As
of March 31, 2002, we served approximately 2,201 subscribers, including
approximately 30 complementary accounts primarily held by employees and
businesses that have generated customers for us and including 23 Web hosting
subscribers. In addition to dial-up Internet access and Web hosting, we provide
other value-added services such as Web page design and Web-server co-location.
The Company's dial-up Internet access and Web hosting are offered in various
price and usage plans designed to meet the needs of our customers.
C. RECOMMENDATION AND REASONS OF THE ISNI BOARD FOR ENGAGING IN
THE TRANSACTION
The Board has approved the adoption of the Reverse stock split
recommended it for approval by a majority of the shareholders.
D. REGULATORY APPROVALS REQUIRED
No federal or state regulatory requirements must be complied with
except for compliance with the Federal Proxy Rules of the Securities Exchange
Act of 1934 (the "Exchange Act").
III. GENERAL INFORMATION
This Information Statement is furnished by our Board of Directors in
connection with the following actions taken by written consent of holders of a
majority of the outstanding shares of our common stock entitled to vote on the
actions:
A. DATE, TIME AND PLACE INFORMATION
There WILL NOT be a meeting of shareholders and none is required under
ss. 251 of the General Corporate Law of Delaware.
This Information Statement is first being mailed on or about June 13,
2002 to the holders of common stock as of the Record Date, May 15, 2002. Under
federal law, the record date was determined as the date that the first public
announcement was made of this transaction
PLEASE READ THE ENTIRE DOCUMENT. Further information is available by
request or can be accessed on the Internet. ISNI.net, Inc. is subject to the
informational requirements of the Exchange Act, and in accordance therewith
files annual and quarterly reports, proxy statements and other information with
the SEC. Reports, proxy statements and
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other information filed by ISNI.net, Inc. can be accessed electronically by
means of the SEC's home page on the Internet at http://www.sec.gov or at
commercial Internet sites that provide copies of SEC filings. You can read and
copy any materials that we file with the SEC at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549; the SEC's regional offices
located at Seven World Trade Center, New York New York, 10048, and at 500 West
Madison Street, Chicago, Illinois 60661. You can obtain information about the
operation of the SEC's Public Reference Room by calling the SEC at
1-800-SEC-0330. A copy of any public filing is also available, at no charge, by
contacting us at telephone: (941) 575-7575, or fax: (941) 575-8787.
B. APPRAISAL RIGHTS
Any stockholder of the corporation who holds shares of stock on the
date of the making of a demand pursuant to subsection (d) with respect to such
shares, who continuously holds such shares through the effective date of the
merger or consolidation, who has otherwise complild with subsection (d) of ss.
262 of the General Corporation Law of Delaware and who has neither voted in
favor of the merger or consolidation nor consented thereto in writing pursuant
to ss.228 of the General Corporation Law of Delaware shall be entitled to an
appraisal by the Court of Chancery of the fair value of his shares of stock
under the circumstances described in the law..
The Appraisal Rights of a stockholder are perfected as follows:
E. The constituent corporation or the surviving or resulting
corporation shall notify each of the holders of any class or
series of stock of such constituent corporation who are entitled
to appraisal rights of the approval of the merger or
consolidation and that appraisal rights are available for any and
all shares of such class or series of stock of such constituent
corporation and shall include in such notice a copy of this
section..
F. Any shareholder may within twenty (20) days after the date of
mailing of such notice, demand in writing from the surviving or
resulting corporation, the appraisal of his shares.
C. VOTING SECURITIES
Our Articles of Incorporation authorize the issuance of 100,000,000
shares of Common Stock, $0.001 par value per share, of which 26,770,000 are
issued and outstanding as of the Record Date. Each outstanding share is entitled
to one vote. Only shareholders of record at the close of business on the Record
Date are entitled to notice. The shares are non-assessable, without pre-emptive
rights, and do not carry cumulative voting rights. Holders of common shares are
entitled to one vote for each share on all matters to be voted on by the
stockholders. The shares are fully paid, non-assessable, without pre-emptive
rights, and do not carry cumulative voting rights. Holders of common shares are
entitled to share ratably in dividends, if any, as may be declared by ISNI.net,
Inc. from time-to-time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of ISNI.net, Inc, the holders of shares
of common stock are entitled to share on a pro-rata basis all assets remaining
after payment in full of all liabilities.
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Our Articles of Incorporation also authorize the issuance of 20,000,000
shares of preferred stock, $0.0001 par value per share, none of which have been
issued. We currently have no plans to issue any preferred stock. ISNI's Board of
Directors has the authority, without action by the shareholders, to issue all or
any portion of the authorized but unissued preferred stock in one or more series
and to determine the voting rights, preferences as to dividends and liquidation,
conversion rights, and other rights of such series. The preferred stock, if and
when issued, may carry rights superior to those of common stock; however no
preferred stock may be issued with rights equal or senior to the preferred stock
without the consent of a majority of the holders of then-outstanding preferred
stock.
D. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of our Common Stock as of the date of this Information Statement by:
(i) each stockholder known by us to be the beneficial owner of more than five
percent of the outstanding Common Stock, (ii) each of our officers and
directors; and (iii) all of our directors and officers as a group.
SECURITY OWNERSHIP OF MANAGEMENT.
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
Common Stock Ray Bolouri 19,500,000 72.84
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
Common Stock Werner Ebner 3,900,000 14.56 %
E. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and directors, and
persons who own more than ten percent of the our common stock, to file reports
of ownership and changes in ownership with the SEC. Officers, directors and
greater than ten percent stockholders are required by SEC regulations to furnish
us with copies of all Section 16(a) forms they file. Based solely on our review
of the copies of such forms received by us, or written representations from
certain reporting persons, we believe that during our 2000 fiscal year, all such
filing requirements applicable to our officers, directors, and greater than 10%
beneficial owners were complied with.
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F. DIRECTORS AND EXECUTIVE OFFICERS
MANAGEMENT
The board of directors of ISNI is set at five members. The directors and
executive officers of ISNI are as follows:
NAME AGE POSITION TERM
Ray Bolouri 32 Chairman, President and CEO 2001-2002
Torsten Josupeit 33 director, Vice president 2001-2002
Jeremy Scott Joiner 36 director 2001-2002
Juergen Hartwich 58 director 2002-2001
JEREMY SCOTT JOINER
Mr. Joiner has served as one of our directors since the merger with
Internet Services in March 2000. From August 1997 to the present, Mr. Joiner has
been a certified public accountant and shareholder of the accounting firm of
Loricco, Williams, Crosland and Joiner, CPA, P.A. Mr. Joiner's current
accounting practice involves consulting, financial statements, audits, tax
compliance, research and planning, and write-up services. From October 1990 to
August 1997, Mr. Joiner was a certified public accountant with Webb, McQueen &
Co. Mr. Joiner received a Bachelor of Science in Accounting degree, with honors,
from Oral Roberts University and also has received a Masters degree, with
honors, in Accounting from the University of Florida.
TORSTEN JOSUPEIT
Mr. Josupeit has served on the Company's Board of directors and as the
Company's Vice President of Business Development since 2001. West Star
International, Inc. Additionally, since 2001, Mr. Josupeit has served as the
Vice President of Business Development for LR Marketing, Inc a cosmetic
wholesaler, Vice President of Net Connection Corp., and with German Florida
Investments Corp., providing business consulting services for foreign investors.
Prior to this time Mr. Josupeit served as the Marketing Director for LR
Marketing, Inc.
JUERGEN HARTWICH
Dr. Hartwich has served on the Company's Board of Directors since 2002.
Prior to joining ISNI.Net, Inc., Dr. Hartwich served as the Director of Business
Development - European Division for NCC Connection Corp., in McLean Virginia.
Since 1998, Dr. Hartwich has been the owner of ALMAR Realty, Real Estate
Company, GERMAN-FLORIDA-INVESTMENTS, Corp., and THE US-EUROPEAN- CONNECTION,
Corp.
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RAY BOLOURI
Mr. Bolouri has served as the Chairman of the Company's Board of
Directors and as President and Chief Executive Officer since 2001. Additionally,
Mr. Bolouri serves as Chairman and Chief Executive Officer of NCC Connection
Corp.
2. INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES
The members of our Board of Directors serve until the next annual
meeting of the stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors. There are no
agreements for any officer or director to resign at the request of any other
person, and none of the officers or directors named below are acting on behalf
of, or at the direction of, any other person.
G. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth summary information concerning the
compensation received for services rendered to us during the fiscal years ended
December 31, 2000 and 2001.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards Payouts
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Other Securities
Name & Annual Restricted Underlying
Principal Compen- Stock All Other LTIP
Position Year Salary Bonus ation Awards Options Payouts Compensation
- -------- ---- ------ ------ ----- ------ ------- -------- ------------
Ray Bolouri[1] 2002 -0-
[1] Mr. Bolouri has not been compensated for the services rendered to the
Company as of the date of the filing of this Information Statement. His
compensation will be determined in the future by the Board of Directors of
the Company
Our board of directors met once from the time of our incorporation in 1999. As
of the date of this prospectus, we do not have any committees of the board of
directors. Our board of directors intends to authorize the formation of an Audit
Committee and a Compensation Committee after our next annual meeting of
stockholders.
At the present time, directors receive no regular compensation for
their services on the Board. . Although we intend to compensate our directors in
the future, we do not currently have a plan to do so. It is contemplated that
any such compensation will involve stock and may have a cash
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component. We also intend to reimburse directors for out-of-pocket expenses for
attending Board meetings.
Each director serves until the next annual meeting of our stockholders
and until his or her successor has been elected or until his or her prior death,
resignation, or removal. Each executive officer holds office until his successor
has been appointed or until his prior death, resignation, or removal. There are
no family relationships among our directors and executive officers.
H. AMENDMENTS OF CHARTER, BYLAWS OR OTHER DOCUMENTS
SIGNATURES
By Order of the Board of Directors of ISNI.Net, Inc.
/s/ Ray Bolouri
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Ray Bolouri, President
Date: June 14, 2002
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