P R O X Y
- - - - -
GLOBAL TELEMEDIA INTERNATIONAL, INC.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS
FOR AN ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 30, 2000
The undersigned stockholder appoints ____________________, ______________
and ____________________, or any of them, as proxy with full power of
substitution, to vote the shares of voting securities of Global TeleMedia
International, Inc. (the "Company") which the undersigned is entitled to vote at
an Annual Meeting of Stockholders to be held at the Queen Mary, Long Beach,
California, on September 30, 2000, at 10:00 a.m., local time, and at any
adjournments thereof (the "Meeting"), upon matters properly coming before the
meeting, as set forth in the Notice of Annual Meeting and Proxy Statement, both
of which have been received by the undersigned. Without otherwise limiting the
general authorization given hereby, such proxy is instructed to vote as follows:
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE PROPOSALS INDICATED ON THIS CARD AND AS
SUCH PROXIES DEEM ADVISABLE WITH DISCRETIONARY AUTHORITY ON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.
(1) To elect to the Board of Directors eight (8) directors to serve until
the next Annual Meeting of Stockholders of the Company and until their
successors are elected and qualified, subject to their prior death,
resignation or removal.
[ ] FOR all nominees listed herein (except as marked to the contrary
below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME LISTED BELOW)
JONATHON BENTLEY-STEVENS _ REGINA S. PERALTA _ RENATO DE VILLA _
JOHN WALSH _ RAMON A. TIROL _ ROBERTO S. SEBASTIAN _
JOEMARI D. GEROCHI _ YAM PG ANAK HJ ABDUL WADOOD BOLKIAH
(2) To approve a change in the Company's Certificate of Incorporation
eliminating the requirement for a shareholders' meeting to amend the
Certificate of Incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) To approve a reverse stock split of shares of the Company's common stock
authorized and outstanding as of the date of the meeting within and
including a range of 1 for 3 through a 1 for 12 basis pursuant to the Board
of Directors' discretion and to amend the Certificate of Incorporation to
effect the reverse stock split.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
(4) To approve an increase in the number of the Company's authorized shares
of common stock, par value $0.004 per share, from 75 million to 100 million
shares and to amend the Certificate of Incorporation to effect the
increase.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(5) To ratify the appointment of Mendoza Berger & Company, LLP, Certified
Public Accountants, as independent certified public accountants for the
Company for the year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In his discretion, the proxy is authorized to vote upon such other business
as may properly come before the meeting.
(6) To transact such other business as may properly come before the Meeting
and any adjournments thereof.
DATED:________ ____________________________________
Signature
____________________________________
Signature (if held jointly)
____________________________________
Print Names
(Please sign exactly as your name appears hereon.
When signing as attorney, executor, administrator,
Trustee or guardian, please give your full title.
If shares are jointly held, each holder must sign.
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).
PLEASE CHECK THE BOXES ABOVE AND ON THE REVERSE SIDE, SIGN, DATE AND RETURN THIS
PROXY TO AMERICAN STOCK TRANSFER & TRUST CO., 40 WALL STREET, 46TH FLOOR, NEW
YORK, NEW YORK 10005, ATTN: PROXY SERVICES, IN THE SELF-ADDRESSED ENVELOPE
PROVIDED.
<PAGE>
GLOBAL TELEMEDIA INTERNATIONAL, INC.
A DELAWARE CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 30, 2000
TO THE STOCKHOLDERS OF GLOBAL TELEMEDIA INTERNATIONAL, INC.:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Global Telemedia International, Inc., a Delaware corporation (the
"Company"), will be held at the Queen Mary, Long Beach, California on September
30, 2000, at 10:00 a.m., local time, and at any adjournments thereof, to
consider and vote on the following proposals:
(1) To elect to the Board of Directors eight (8) directors to serve
until the next Annual Meeting of Stockholders of the Company
and until their successors are elected and qualified, subject to
their prior death, resignation or removal.
(2) To approve a change in the Company's Certificate of Incorporation
eliminating the requirement for a shareholders' meeting to amend
the Certificate of Incorporation.
(3) To approve a reverse stock split of shares of the Company's common
stock authorized and outstanding as of the date of the meeting
within and including a range of 1 for 3 through a 1 for 12 basis
pursuant to the Board of Directors' discretion and to amend the
Certificate of Incorporation to effect the reverse stock split.
(4) To approve an increase in the number of the Company's authorized
shares of common stock, par value $0.004 per share, from 75 million
to 100 million shares and to amend the Certificate of Incorporation
to effect the increase.
(5) To ratify the appointment of Mendoza Berger & Company, LLP,
Certified Public Accountants, as independent public accountants for
the Company for the year ending December 31, 2000.
(6) To transact such other business as may properly come before the
Meeting and any adjournments thereof.
<PAGE>
ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON AUGUST 31, 2000
(THE "RECORD DATE") ARE ENTITLED TO NOTICE OF AND TO VOTE AT THE MEETING. PLEASE
FILL IN, SIGN, DATE, AND RETURN THE ENCLOSED PROXY TO AMERICAN STOCK TRANSFER &
TRUST CO., 40 WALL STREET, 46TH FLOOR, NEW YORK, NEW YORK 10005, ATTN: PROXY
SERVICES, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. A RETURN ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
By Order of the Board of Directors
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By:
---------------------------------
Jonathon Bentley-Stevens
Chief Executive Officer
Newport Beach, California
DATED: September 8, 2000
(approximate date of mailing proxy material)
<PAGE>
GLOBAL TELEMEDIA INTERNATIONAL, INC.
A DELAWARE CORPORATION
EXECUTIVE OFFICES
4675 MACARTHUR COURT
SUITE 710
NEWPORT BEACH, CA 92660
(949) 253-9588
____________________________
PROXY STATEMENT
____________________________
This proxy statement is furnished to the stockholders of Global TeleMedia
International, Inc., a Delaware corporation (the "Company" or "GTMI"), in
connection with the Annual Meeting of Stockholders (the "Meeting") to be held at
the Queen Mary, Long Beach, California, on September 30, 2000 at 10:00 a.m.,
local time, and at any adjournments thereof.
The Meeting will be held to consider and vote on the following proposals:
PURPOSE OF MEETING
(1) To elect to the Board of Directors eight (8) directors to serve
until the next Annual Meeting of Stockholders of the Company and
until their successors are elected and qualified, subject to their
prior death, resignation or removal.
(2) To approve a change in the Company's Certificate of Incorporation
eliminating the requirement for a shareholders' meeting to amend
the Certificate of Incorporation.
(3) To approve a reverse stock split of shares of the Company's common
stock authorized and outstanding as of the date of the meeting
within and including a range of 1 for 3 through a 1 for 12 basis
pursuant to the Board of Directors' discretion and to amend the
Certificate of Incorporation to effect the reverse stock split.
(4) To approve an increase in the number of the Company's authorized
shares of common stock, par value $0.004 per share, from 75 million
to 100 million shares and to amend the Certificate of Incorporation
to effect the increase.
(5) To ratify the appointment of Mendoza Berger & Company, LLP,
Certified Public Accountants, as independent public accountants for
the Company for the year ending December 31, 2000.
(6) To transact such other business as may properly come before the
Meeting and any adjournments thereof.
The list of all stockholders of record on August 31, 2000, will be
available at the Meeting and at the offices of the Company at 4675 MacArthur
Court, Suite 420, Newport Beach, California, 92660, (949) 253-9588, for the ten
(10) days preceding the Meeting.
<PAGE>
ANNUAL REPORT
The Company is delivering a copy of its Annual Report to Shareholders for
the year ended December 31, 1999, to each shareholder, together with this Proxy
Statement. Upon written request, the Company will provide, without charge a
copy of its Annual Report on Form 10-KSB, for the year ended December 31, 1999,
to any stockholder of record or any stockholder who owned Common Stock listed in
the name of a bank or broker, as nominee, at the close of business on August 31,
2000.
Requests should be addressed to the Company, to the attention of Global
TeleMedia International, Inc., Ms. Betsy Ross, Office Manager, 4675 MacArthur
Court, Suite 710, Newport Beach, California, 92660, (949) 253-9588.
RECORD DATE
Only stockholders of record at the close of business on August 31, 2000,
are entitled to vote at the Annual Meeting. The Company's voting common stock
(the "Common Stock") and its Series A Preferred Stock (the "Preferred Stock")
are its only classes of voting securities. As of August 31, 2000, the record
date (the "Record Date") fixed by the Board of Directors, the Company had issued
and outstanding 74,939,500 shares of Common Stock of record. In addition, the
Company has outstanding 4,000 shares of Series A Preferred Stock, all of which
have voting rights. (See "Voting and Solicitation" herein.) |
