UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
ICEWEB, INC.
--------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] 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 (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:
ICEWEB, INC.
205 Van Buren Street
Suite 420
Herndon, Virginia 20170
Telephone 703-964-8000
Dear Stockholders:
We are writing to advise you that IceWEB, Inc. intends to amend its
Certificate of Incorporation (the "Amendment") increasing the number of
authorized shares of common stock from 100,000,000 shares to 1,000,000,000
shares and effect a forward stock split of all of the outstanding shares of our
common stock at a ratio of 10-for-one. The record date of our stockholders
entitled to participate in the forward stock split is September 30, 2004. This
action was approved on August 11, 2004 by our Board of Directors. In addition,
eight individuals who hold a majority of our issued and outstanding voting
securities have approved this action, with an effective date of October 12,
2004, by written consent in lieu of a special meeting in accordance with the
relevant sections of the Delaware General Corporation Law. We will file the
Amendment with the Secretary of State of Delaware, a copy of which is attached
hereto as Exhibit A, which will specify an effective date of October 12, 2004.
The forward stock split and increase in the authorized common stock of
IceWEB is not intended to change the proportionate equity interest of our
stockholders in relation to the authorized common stock of IceWEB. As described
hereafter, it is hoped that these actions will result in a broader based market
and promote greater liquidity for IceWEB's stockholders. Since there is no
proportionate increase between the outstanding and authorized shares of common
stock as a result of this Amendment, this action is not designed to permit or
facilitate any transaction involving the common stock of IceWEB.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
No action is required by you. The accompanying information statement is
furnished only to inform our stockholders of the actions described above before
they take place in accordance with Rule 14c-2 of the Securities Exchange Act of
1934. This information statement is first mailed to you on or about August 20,
2004.
Please feel free to call us at 703-964-8000 should you have any
questions on the enclosed Information Statement. We thank you for your continued
interest in IceWEB.
For the Board of Directors of
ICEWEB, INC.
By: /s/ John R. Signorello
----------------------
John R. Signorello, Chairman and CEO
ICEWEB, INC.
205 VAN BUREN STREET
SUITE 420
HERNDON, VA 20170
INFORMATION STATEMENT REGARDING
ACTION TO BE TAKEN BY WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
IceWEB, Inc. in connection with the adoption of a Certificate of Amendment to
our Certificate of Incorporation by written consent of our Board of Directors
and the holders of a majority of our issued and outstanding voting securities in
lieu of a special meeting. On August 11, 2004 our Board of Directors approved an
amendment to our Certificate of Incorporation increasing the number of our
authorized shares of common stock from 100,000,000 shares to 1,000,000,000
shares and effecting a forward stock split of all of the outstanding shares of
our common stock at a ratio of 10 for one (the "Amendment"). The record date for
stockholders entitled to participate in the forward stock split is September 30,
2004. These actions will become effective on October 12, 2004 (the "Effective
Date of the Amendment") in accordance with the written consent of the holders of
a majority of our issued and outstanding common stock and the filing of the
Amendment with the Secretary of State of Delaware in accordance with the
relevant sections of the Delaware General Corporation Law. The following
individuals, collectively own approximately 56.6% of our outstanding voting
stock which is in excess of the required majority of our outstanding voting
securities necessary for the adoption of this action, have executed a written
consent approving the Amendment with the actions to be effective on the
Effective Date of the Amendment:
Shareholder No. of Shares Owned
----------- -------------------
John R. Signorello 17,824,300
John Younts 1,155,000
Tom Cerami 1,000,000
James Bond 300,000
Mari-Beth Kinney 668,750
Michael Cachine 127,442
Robert Druzak 1,100,000
Andrew Hill 806,000
----------
22,854,050
==========
For the purposes of determining the applicable percentage of votes for
approval of the Amendment, we have not included 5,600,000 shares of common stock
currently listed as outstanding. These shares were contributed to our capital by
agreement at the time of our
1
reverse merger in March 2002 and may not be voted. Messrs. Signorello and
Cachine are executive officers of our company, Mr. Signorello is a member of our
Board of Directors and Ms. Kinney and Messrs. Younts, Cerami, Bond, and Hill are
employees of our company. Mr. Druzak is an advisor. The full text of the
Amendment is attached to this information statement as Exhibit A.
The forward stock split and increase in the authorized common stock of
IceWEB is not intended to change the proportionate equity interest of our
stockholders in relation to the authorized common stock of our company. As
described hereafter, it is hoped that these actions will result in a broader
based market and promote greater liquidity for IceWEB's stockholders. Since
there is no proportionate increase between the outstanding and authorized shares
of common stock as a result of this Amendment, this action is not designed to
permit or facilitate any transaction involving the common stock of IceWEB.
The elimination of the need for a meeting of stockholders to approve
this action is made possible by Section 228 of the Delaware General Corporation
Law which provides that the written consent of the holders of outstanding shares
of voting capital stock, having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, may be substituted for
such a meeting. In order to eliminate the costs involved in holding a special
meeting, our Board of Directors voted to utilize the written consent of the
holder of a majority in interest of our voting securities.
Pursuant to Section 228 of the Delaware General Corporation Law, we are
required to provide prompt notice of the taking of the corporate action without
a meeting of stockholders to all stockholders who did not consent in writing to
such action. This Information Statement serves as this notice. This Information
Statement is first being mailed on or about August 20, 2004 to stockholders of
record, and is being delivered to inform you of the corporate actions described
herein before they take effect in accordance with Rule 14c-2 of the Securities
Exchange Act of 1934. No dissenter's rights are afforded to our stockholders
under Delaware law as a result of the adoption of the Amendment.
The entire cost of furnishing this Information Statement will be borne
by us. We will request brokerage houses, nominees, custodians, fiduciaries and
other like parties to forward this Information Statement to the beneficial
owners of our voting securities held of record by them and we will reimburse
such persons for out-of-pocket expenses incurred in forwarding such material.
OUR PRINCIPAL STOCKHOLDERS
Our voting securities are comprised of our common stock. The holders of
our shares of common stock are entitled to one vote for each outstanding share
on all matters submitted to our stockholders. The following table contains
information regarding record ownership of our common stock as of August 10, 2004
held by:
2
* persons who own beneficially more than 5% of our outstanding
voting securities,
* our directors,
* named executive officers, and
* all of our directors and officers as a group.
A person is deemed to be the beneficial owner of securities that can be
acquired by such a person within 60 days from August 10, 2004, upon exercise of
options, warrants or convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that options, warrants and convertible
securities that are held by such a person (but not those held by any other
person) and are exercisable within 60 days from that date have been exercised.
Unless otherwise indicated, the address of each of the listed beneficial owners
identified is 205 Van Buren Street, Suite 420, Herndon, Virginia 20170.
Name of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- ----------
John R. Signorello 17,824,300 shares 38.8%
Mike Cachine (1) 261,866 shares *
All officers and directors
as a group (two persons)(1) 18,086,166 shares 39.2%
---------
* represents less than 1%
(1) Shares beneficially owned by Mr. Cachine include options to
purchase 134,424 shares of our common stock at an exercise price of
$0.37 per share.
PROPOSAL 1
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF OUR AUTHORIZED
SHARES OF COMMON STOCK AND
TO EFFECT A FORWARD STOCK SPLIT OF OUR
OUTSTANDING COMMON STOCK
We currently have authorized 100,000,000 shares of common stock and at
August 10, 2004 we had 45,974,129 shares issued and outstanding; however, as set
forth above for the purposes of determining the applicable percentage of votes
for approval of the Amendment, we have not included 5,600,000 shares of common
stock currently listed as outstanding. These shares were contributed to our
capital by agreement at the time of our reverse merger in March 2002 and may not
be voted. Pursuant to the Amendment,
* we will increase the number of authorized shares to
1,000,000,000 shares, and
3
* the number of outstanding shares of our common stock on the
Effective Date of the Amendment (the "Old Shares") will be
automatically increased on the ratio of 10 for one (the "New
Shares").
This means that all stockholders of record on the record date of
September 30, 2004 of the forward split will receive and own 10 New Shares for
every one Old Share owned, with all fractional shares rounded up to the nearest
whole. As a result, following the forward stock split, the stockholders as of
the record date will own a total of approximately 403,741,290 shares of stock,
an increase of approximately 363,367,161 shares, subject to rounding and the
issuance by us of any additional shares of common stock prior to the record
date. We have no present intention, however, to issue any additional shares of
our common stock before the record date.
Purpose and Effect of Amendment.
Our common stock is currently quoted on the OTC Bulletin Board. At the
present time, there are approximately 9,058,458 shares our common stock that are
freely tradable. We believe that the absence of a substantial market for our
shares is a disincentive for investors to acquire our common shares. We believe
that the 10-for-one (10:1) forward stock split will substantially increase the
number of our common shares that trade in the over-the-counter market and will
provide substantially greater liquidity for our shares which, hopefully, will
provide greater incentive for investors to acquire our common shares.
As a result of the increase in the number of authorized shares of our
common stock, we will have additional shares of unissued common stock available
in the event the Board of Directors determines that it is necessary or
appropriate to permit future stock dividends, including the forward split which
will occur contemporaneously as herein described, to raise additional capital
through the sale of equity securities, to acquire another company or its assets,
to establish strategic relationships with corporate partners and to provide
equity incentives to employees and officers or for other valid corporate
purposes. Our Board of Directors believe that increasing the number of
authorized shares of common stock available for issuance or reservation will
provide us with the flexibility to issue shares of common stock without the
expense and delay of a special stockholders' meeting. Our business model
provides that in the future we may issue shares of our common stock in
acquisitions, for capital raising purposes, in connection with equity
compensation plans or for other valid corporate purposes. However, we currently
have no plans or existing or proposed agreements or understandings to issue, or
reserve for future issuance, any shares of our common stock, including as part
of a capital raising transaction or otherwise.
The increase in authorized common stock will not have any immediate
effect on the rights of existing stockholders. However, the Board will have the
authority to issue authorized common stock without requiring future stockholder
approval of such issuances, except as may be required by our Certificate of
Incorporation or applicable law. To the extent that additional authorized shares
are issued in the future, they may decrease the existing stockholders'
percentage equity ownership and, depending on the price at which they are
issued, could be dilutive to the existing stockholders. In addition, the
issuance of additional shares of common
4
stock could have the effect of making it more difficult for a third party to
acquire a majority of our outstanding voting stock and any such issuance of
additional stock could have the effect of diluting the earnings per share and
book value per share of outstanding shares of common stock.
While the Amendment may have anti-takeover ramifications, rendering it
more difficult or discouraging an attempt to obtain control of our company by
means of tender offer, proxy contest, merger or otherwise, the Board of
Directors believes that the financial flexibility offered by the proposed
amendment outweighs any disadvantages. To the extent that the Amendment may have
anti-takeover effects, it may encourage persons seeking to acquire IceWEB to
negotiate directly with our Board of Directors enabling the Board of Directors
to consider the proposed transaction in a manner that best serves the
stockholders' interest. The Board of Directors is not currently aware of any
attempt to take over or acquire IceWEB. While it may be deemed to have potential
anti-takeover effects, the increase in the authorized common stock is not
prompted by any specific effort or takeover threat currently perceived by
management.
The forward stock split will have the following effects upon the number
of shares of our common stock outstanding and the number of authorized and
unissued shares of our common stock:
* The number of shares owned by each holder of common stock will
be increased tenfold;
* The number of shares of our common stock which will be issued
and outstanding after the forward stock split will be
approximately 403,741,290;
* The per share loss and net book value of our common stock will
be decreased because there will be a greater number of shares
of our common stock outstanding;
* The par value of the common stock will remain $0.001 per share;
* The stated capital on our balance sheet attributable to the
common stock will be increased 10 times its present amount and
the additional paid-in capital account will be debited with
the amount by which the stated capital is increased; and
* All outstanding options, warrants, and convertible securities
entitling the holders thereof to purchase shares of common
stock will enable such holders to purchase, upon exercise
thereof, 10 times of the number of shares of common stock
which such holders would have been able to purchase upon
exercise thereof immediately preceding the forward stock
split, at the same aggregate price required to be paid
therefore upon exercise thereof immediately preceding the
forward stock split.
Manner of Effecting the Amendment.
The increase in the number of authorized shares of our common stock and
the forward stock split will be effected by the filing of the Amendment with the
Secretary of State of the State of Delaware. The Amendment will specify the
effective date of the Amendment will be October 12, 2004 which is 60 days after
this Information Statement was first mailed to our stockholders. The record date
for the forward split is September 30, 2004 and the effective date of the
forward stock split will be the Effective Date of the Amendment. As soon as
practicable
5
after the Effective Date of the Amendment, stockholders of record on the record
date will receive certificates representing the additional shares of common
stock issued to the stockholder as a result of the forward stock split. No scrip
or fractional shares will be issued. Fractional shares will be rounded up to the
nearest whole share. We will bear the costs of the issuance of the additional
stock certificates.
Certain Federal Income Tax Consequences
The forward stock split should not result in any recognition of gain or
loss. The holding period of the New Shares will include the stockholder's
holding period for the corresponding Old Shares owned prior to the forward stock
split. The adjusted basis of the New Shares (including the original shares) will
be equal to the adjusted basis of a stockholder's original shares.
Notwithstanding the foregoing, the federal income tax consequences of the
receipt of an additional share in lieu of a fractional interest is not clear but
may result in tax liabilities which should not be material in amount in view of
the low value of the fractional interest. Our beliefs regarding the tax
consequence of the forward stock split are not binding upon the Internal Revenue
Service or the courts, and there can be no assurance that the Internal Revenue
Service or the courts will accept the positions expressed above. This summary
does not purport to be complete and does not address the tax consequences to
holders that are subject to special tax rules, such as banks, insurance
companies, regulated investment companies, personal holding companies, foreign
entities, nonresident foreign individuals, broker-dealers and tax exempt
entities. The state and local tax consequences of the forward stock split may
vary significantly as to each stockholder, depending upon the state in which he
or she resides.
The foregoing summary is included for general information only.
Accordingly, stockholders are urged to consult their own tax advisors with
respect to the Federal, State and local tax consequences of the forward stock
split.
No Dissenter's Rights
Under Delaware law stockholders are not entitled to dissenter's rights
of appraisal with respect to the Amendment.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C., and at its offices in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for more information on the
operation of the public reference rooms. Copies of our SEC filings are also
available to the public from the SEC's web site at www.sec.gov.
ICEWEB, INC.
By: /s/ John R. Signorello
----------------------
John R. Signorello, Chairman and CEO
6
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
ICEWEB, INC.
(A DELAWARE CORPORATION)
Pursuant to Section 242 of the Delaware General Corporations Law, the
undersigned, being the Chairman and Chief Executive Officer of IceWEB, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify that the following resolutions were adopted
by the Corporation's Board of Directors and its stockholders as hereinafter
described:
RESOLVED: The Certificate of Incorporation of this Corporation is
hereby amended by deleting Paragraph 4 in its entirety and replacing it with the
following:
(a) The total number of shares of all classes of capital stock which
the Corporation shall have the authority to issue is One Billion Ten Million
(1,010,000,000) shares of which One Billion (1,000,000,000) shares shall be
Common Stock, par value $0.00l per share and Ten Million (10,000,000) shares
shall be Preferred Stock, par value $.001 per share. Series of the Preferred
Stock may be created and issued from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional or
other rights, including voting rights, qualifications, limitations or
restrictions thereof as shall be stated and expressed in the resolution or
resolutions providing for the creation and issuance of such series of Preferred
Stock as adopted by the Board of Directors pursuant to the authority in this
paragraph given.
(b) At the effective time of this amendment, each share of common stock
of the Corporation issued and outstanding as of the record date set by the
Corporation's Board of Directors shall be subject to a ten (10) for one (1)
forward split with all fractional shares rounded to the nearest whole share.
(c) The effective time of this amendment shall be October 12, 2004.
The foregoing resolutions and this Certificate of Amendment were
adopted by the Board of Directors of the Corporation pursuant to a written
consent of the directors of the Corporation dated August 11, 2004 in accordance
with Section 141 of the Delaware General Corporation Law, and by the written
consent dated August 11, 2004 of the holders of shares of the Corporation's
voting stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted in accordance with Section 228
of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer
of this Corporation, has executed this Certificate of Amendment to the
Corporation's Certificate of Incorporation as of , 2004.
ICEWEB, INC.
By:
-------------------------------------------
John R. Signorello, Chief Executive Officer
7