IBUI vote 9/27/00 to exchange with AMEX PCC and be wholly owned by them - see bold below
filed 9/15/00
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14(a)-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
INTERNET BUSINESS'S INTERNATIONAL, INC.
(Name of Small Business Issuer in its charter)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport
Beach, California 92660
(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 aggregate offering price:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box is 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 number:
________________________________________________________________
3. Filing party:
________________________________________________________________
4. Date filed:
________________________________________________________________
Notes:
Internet Business's International, Inc.
4634 South Maryland Parkway, Suite 101
Las Vegas, Nevada 89119
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, SEPTEMBER 27, 2000
Notice is hereby given that the Annual Meeting of shareholders
of Internet Business's International, Inc. ("Company") will be
held on Wednesday, September 27, 2000 at the executive offices
of the Company, located at 4634 South Maryland Parkway, Suite
101, Las Vegas, Nevada 89119 at 11:00 a.m. for the following
purposes:
1. To elect the following three nominees as Directors of the
Company until the next Annual Meeting of shareholders and until
their respective successors shall be elected and qualified:
Louis Cherry, Albert R. Reda, and Wade Whitely;
2. To approve the appointment of Henry Schiffer, C.P.A., a
P.C., as the Company's independent auditors for the new fiscal
year commencing on July 1, 2000;
3. To approve a share exchange between the Company and PMCC
Mortgage Corp., whereby the Company would become a wholly owned
subsidiary of this firm;
4. To consider on any other matter that properly may come before
the meeting or any adjournment thereof.
Shareholders of record as the close of business on July 31, 2000
are entitled to vote at the meeting or any postponement or
adjournment thereof.
Please review the voting options on the attached proxy card and
submit your vote promptly. If you attend the Annual Meeting,
you may revoke your Proxy and vote in person if you desire to do
so, but attendance at the Annual Meeting does not itself serve
to revoke your Proxy. A copy of the Company's Annual Report for
its fiscal year ended June 30, 1999 and for the quarter ended on
March 31, 2000 are enclosed herewith.
By order of the Board of Directors
August 28, 2000
/s/ Albert R. Reda
Albert R. Reda, Corporate Secretary
PROXY STATEMENT
Internet Business's International, Inc.
4634 South Maryland Parkway, Suite 101
Las Vegas, Nevada 89119
This Proxy Statement is furnished to shareholders at the
direction and on behalf of the Board of Directors of Internet
Business's International, Inc., a Nevada corporation
("Company"), for the purpose of soliciting proxies for use at
the Annual Meeting of Shareholders of the Company to be held at
the executive offices of the Company, located at 4634 South
Maryland Parkway, Suite 101, Las Vegas, Nevada 89119 on
Wednesday, September 27, 2000 at 11:00 a.m. The shares
represented by the proxy will be voted in the manner specified
in the proxy. To the extent that no specification is made as to
the proposals set forth in the notice of meeting accompanying
this Proxy Statement, the proxy will be voted in favor of such
proposals. However, any proxy given pursuant to this
solicitation may be revoked at any time before it is exercised
by giving written notice of such revocation to the Secretary of
the Company, by appearing at the meeting and voting in person,
or by submitting a later dated proxy. Neither attendance at the
meeting nor voting at the meeting shall revoke the proxy. A
revocation that is not timely received shall not be taken into
account, and the original proxy shall be counted.
Shareholder proposals must be submitted to the Company not later
than August 1, 2001, in order to be included in those matters
considered at the next Annual Meeting of the Company to be held
in September 2001. The cost of preparing, assembling and
mailing this Proxy Statement, the Notice of Annual Meeting of
Shareholders and the accompanying Proxy is being borne by the
Company. Brokers, dealers, banks, or voting trustees, and their
nominees, are requested to forward soliciting materials to the
beneficial owners of shares and will be reimbursed for their
reasonable expenses. This Proxy Statement and accompanying
proxy will be mailed to shareholders on or about September 15,
2000.
VOTING SECURITIES
The record date of shareholders entitled to notice of and to
vote at the Annual Meeting of Shareholders is the close of
business on July 31, 2000. On such date, the Company had issued
and outstanding 225,115,113 shares of $0.001 par value common
stock. Each share is entitled to one vote per share on any
matter which may properly come before the meeting and there
shall be no cumulative voting right on any shares. The presence
at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record
date will constitute a quorum at the meeting. Votes withheld
and abstentions will be counted in determining the presence of a
quorum but will not be voted. Broker non-votes will not be
counted in determining the presence of a quorum and will not be
voted.
All matters to be voted on require an affirmative vote of a
majority of the votes present at the meeting. As management
holds, directly or indirectly, a majority of the outstanding
shares as of the record date and intends to vote in favor of all
proposals, it is anticipated that all proposals will pass.
Pursuant to applicable Nevada law, there are dissenter's rights
relating to the matters to be voted on. The relevant sections
of the Nevada Revised Statutes that deal with such dissenters'
rights are set forth as follows:
NRS 92A.300 Definitions. As used in NRS 92A.300 to 92A.500,
inclusive, unless the context otherwise requires, the words and
terms defined in NRS 92A.305 to 92A.335, inclusive, have the
meanings ascribed to them in those sections.
NRS 92A.305 "Beneficial stockholder" defined.
"Beneficial stockholder" means a person who is a beneficial
owner of shares held in a voting trust or by a nominee as the
stockholder of record.
NRS 92A.310 "Corporate action" defined. "Corporate action"
means the action of a domestic corporation.
NRS 92A.315 "Dissenter" defined. "Dissenter" means a
stockholder who is entitled to dissent from a domestic
corporation's action under NRS 92A.380 and who exercises that
right when and in the manner required by NRS 92A.400 to 92A.480,
inclusive.
NRS 92A.320 "Fair value" defined. "Fair value," with
respect to a dissenter's shares, means the value of the shares
immediately before the effectuation of the corporate action to
which he objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be
inequitable.
NRS 92A.325 "Stockholder" defined. Stockholder" means a
stockholder of record or a beneficial stockholder of a domestic
corporation.
NRS 92A.330 "Stockholder of record" defined.
"Stockholder of record" means the person in whose name shares
are registered in the records of a domestic corporation or the
beneficial owner of shares to the extent of the rights granted
by a nominee's certificate on file with the domestic
corporation.
NRS 92A.335 "Subject corporation" defined. "Subject
corporation" means the domestic corporation which is the issuer
of the shares held by a dissenter before the corporate action
creating the dissenter's rights becomes effective or the
surviving or acquiring entity of that issuer after the corporate
action becomes effective.
NRS 92A.340 Computation of interest. Interest payable
pursuant to NRS 92A.300 to 92A.500, inclusive, must be computed
from the effective date of the action until the date of payment,
at the average rate currently paid by the entity on its
principal bank loans or, if it has no bank loans, at a rate that
is fair and equitable under all of the circumstances.
NRS 92A.380 Right of stockholder to dissent from certain
corporate actions and to obtain payment for shares.
1. Except as otherwise provided in NRS 92A.370 and 92A.390, a
stockholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of any of the
following corporate actions:
(a) Consummation of a plan of merger to which the domestic
corporation is a party:
(1) If approval by the stockholders is required for the merger
by NRS 92A.120 to 92A.160, inclusive, or the articles of
incorporation and he is entitled to vote on the merger; or
(2) If the domestic corporation is a subsidiary and is merged
with its parent under NRS 92A.180.
(b) Consummation of a plan of exchange to which the domestic
corporation is a party as the corporation whose subject owner's
interests will be acquired, if he is entitled to vote on the
plan.
(c) Any corporate action taken pursuant to a vote of the
stockholders to the event that the articles of incorporation,
bylaws or a resolution of the board of directors provides that
voting or nonvoting stockholders are entitled to dissent and
obtain payment for their shares.
2. A stockholder who is entitled to dissent and obtain payment
under NRS 92A.300 to 92A.500, inclusive, may not challenge the
corporate action creating his entitlement unless the action is
unlawful or fraudulent with respect to him or the domestic
corporation.
NRS 92A.390 Limitations on right of dissent: Stockholders of
certain classes or series; action of stockholders not required
for plan of merger.
1. There is no right of dissent with respect to a plan of
merger or exchange in favor of stockholders of any class or
series which, at the record date fixed to determine the
stockholders entitled to receive notice of and to vote at the
meeting at which the plan of merger or exchange is to be acted
on, were either listed on a national securities exchange,
included in the national market system by the National
Association of Securities Dealers, Inc., or held by at least
2,000 stockholders of record, unless:
(a) The articles of incorporation of the corporation issuing the
shares provide otherwise; or
(b) The holders of the class or series are required under the
plan of merger or exchange to accept for the shares anything
except:
(1) Cash, owner's interests or owner's interests and cash in
lieu of fractional owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective date of the plan
of merger or exchange, were either listed on a national
securities exchange, included in the national market system by
the National Association of Securities Dealers, Inc., or held of
record by a least 2,000 holders of owner's interests of record;
or
(2) A combination of cash and owner's interests of the kind
described in sub-subparagraphs (I) and (II) of subparagraph (1)
of paragraph (b).
2. There is no right of dissent for any holders of stock of the
surviving domestic corporation if the plan of merger does not
require action of the stockholders of the surviving domestic
corporation under NRS 92A.130.
NRS 92A.400 Limitations on right of dissent: Assertion as to
portions only to shares registered to stockholder; assertion by
beneficial stockholder.
1. A stockholder of record may assert dissenter's rights as to
fewer than all of the shares registered in his name only if he
dissents with respect to all shares beneficially owned by any
one person and notifies the subject corporation in writing of
the name and address of each person on whose behalf he asserts
dissenter's rights. The rights of a partial dissenter under this
subsection are determined as if the shares as to which he
dissents and his other shares were registered in the names of
different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to
shares held on his behalf only if:
(a) He submits to the subject corporation the written consent of
the stockholder of record to the dissent not later than the time
the beneficial stockholder asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is the
beneficial stockholder or over which he has power to direct the
vote.
NRS 92A.410 Notification of stockholders regarding right of
dissent.
1. If a proposed corporate action creating dissenters' rights
is submitted to a vote at a stockholders' meeting, the notice of
the meeting must state that stockholders are or may be entitled
to assert dissenters' rights under NRS 92A.300 to 92A.500,
inclusive, and be accompanied by a copy of those sections.
2. If the corporate action creating dissenters' rights is taken
by written consent of the stockholders or without a vote of the
stockholders, the domestic corporation shall notify in writing
all stockholders entitled to assert dissenters' rights that the
action was taken and send them the dissenter's notice described
in NRS 92A.430.
NRS 92A.420 Prerequisites to demand for payment for shares.
1. If a proposed corporate action creating dissenters' rights
is submitted to a vote at a stockholders' meeting, a stockholder
who wishes to assert dissenter's rights:
(a) Must deliver to the subject corporation, before the vote is
taken, written notice of his intent to demand payment for his
shares if the proposed action is effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. A stockholder who does not satisfy the requirements of
subsection 1 and NRS 92A.400 is not entitled to payment for his
shares under this chapter.
NRS 92A.430 Dissenter's notice: Delivery to stockholders
entitled to assert rights; contents.
1. If a proposed corporate action creating dissenters' rights
is authorized at a stockholders' meeting, the subject
corporation shall deliver a written dissenter's notice to all
stockholders who satisfied the requirements to assert those
rights.
2. The dissenter's notice must be sent no later than 10 days
after the effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where
and when certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates
to what extent the transfer of the shares will be restricted
after the demand for payment is received;
(c) Supply a form for demanding payment that includes the date
of the first announcement to the news media or to the
stockholders of the terms of the proposed action and requires
that the person asserting dissenter's rights certify whether or
not he acquired beneficial ownership of the shares before that
date;
(d) Set a date by which the subject corporation must receive the
demand for payment, which may not be less than 30 nor more than
60 days after the date the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500,
inclusive.
NRS 92A.440 Demand for payment and deposit of certificates;
retention of rights of stockholder.
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of the
shares before the date required to be set forth in the
dissenter's notice for this certification; and
(c) Deposit his certificates, if any, in accordance with the
terms of the notice.
2. The stockholder who demands payment and deposits his
certificates, if any, before the proposed corporate action is
taken retains all other rights of a stockholder until those
rights are canceled or modified by the taking of the proposed
corporate action.
3. The stockholder who does not demand payment or deposit his
certificates where required, each by the date set forth in the
dissenter's notice, is not entitled to payment for his shares
under this chapter.
NRS 92A.450 Uncertificated shares: Authority to restrict
transfer after demand for payment; retention of rights of
stockholder.
1. The subject corporation may restrict the transfer of shares
not represented by a certificate from the date the demand for
their payment is received.
2. The person for whom dissenter's rights are asserted as to
shares not represented by a certificate retains all other rights
of a stockholder until those rights are canceled or modified by
the taking of the proposed corporate action.
NRS 92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days
after receipt of a demand for payment, the subject corporation
shall pay each dissenter who complied with NRS 92A.440 the
amount the subject corporation estimates to be the fair value of
his shares, plus accrued interest. The obligation of the subject
corporation under this subsection may be enforced by the
district court:
(a) Of the county where the corporation's registered office is
located; or
(b) At the election of any dissenter residing or having its
registered office in this state, of the county where the
dissenter resides or has its registered office. The court shall
dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a
fiscal year ending not more than 16 months before the date of
payment, a statement of income for that year, a statement of
changes in the stockholders' equity for that year and the latest
available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of the
fair value of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment
under NRS 92A.480; and
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
NRS 92A.470 Payment for shares: Shares acquired on or after
date of dissenter's notice.
1. A subject corporation may elect to withhold payment from a
dissenter unless he was the beneficial owner of the shares
before the date set forth in the dissenter's notice as the date
of the first announcement to the news media or to the
stockholders of the terms of the proposed action.
2. To the extent the subject corporation elects to withhold
payment, after taking the proposed action, it shall estimate the
fair value of the shares, plus accrued interest, and shall offer
to pay this amount to each dissenter who agrees to accept it in
full satisfaction of his demand. The subject corporation shall
send with its offer a statement of its estimate of the fair
value of the shares, an explanation of how the interest was
calculated, and a statement of the dissenters' right to demand
payment pursuant to NRS 92A.480.
NRS 92A.480 Dissenter's estimate of fair value: Notification of
subject corporation; demand for payment of estimate.
1. A dissenter may notify the subject corporation in writing of
his own estimate of the fair value of his shares and the amount
of interest due, and demand payment of his estimate, less any
payment pursuant to NRS 92A.460, or reject the offer pursuant to
NRS 92A.470 and demand payment of the fair value of his shares
and interest due, if he believes that the amount paid pursuant
to NRS 92A.460 or offered pursuant to NRS 92A.470 is less than
the fair value of his shares or that the interest due is
incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to
this section unless he notifies the subject corporation of his
demand in writing within 30 days after the subject corporation
made or offered payment for his shares.
NRS 92A.490 Legal proceeding to determine fair value: Duties of
subject corporation; powers of court; rights of dissenter.
1. If a demand for payment remains unsettled, the subject
corporation shall commence a proceeding within 60 days after
receiving the demand and petition the court to determine the
fair value of the shares and accrued interest. If the subject
corporation does not commence the proceeding within the 60-day
period, it shall pay each dissenter whose demand remains
unsettled the amount demanded.
2. A subject corporation shall commence the proceeding in the
district court of the county where its registered office is
located. If the subject corporation is a foreign entity without
a resident agent in the state, it shall commence the proceeding
in the county where the registered office of the domestic
corporation merged with or whose shares were acquired by the
foreign entity was located.
3. The subject corporation shall make all dissenters, whether
or not residents of Nevada, whose demands remain unsettled,
parties to the proceeding as in an action against their shares.
All parties must be served with a copy of the petition.
Nonresidents may be served by registered or certified mail or by
publication as provided by law.
4. The jurisdiction of the court in which the proceeding is
commenced under subsection 2 is plenary and exclusive. The court
may appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value.
The appraisers have the powers described in the order appointing
them, or any amendment thereto. The dissenters are entitled to
the same discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is
entitled to a judgment:
(a) For the amount, if any, by which the court finds the fair
value of his shares, plus interest, exceeds the amount paid by
the subject corporation; or
(b) For the fair value, plus accrued interest, of his after-
acquired shares for which the subject corporation elected to
withhold payment pursuant to NRS 92A.470.
NRS 92A.500 Legal proceeding to determine fair value:
Assessment of costs and fees.
1. The court in a proceeding to determine fair value shall
determine all of the costs of the proceeding, including the
reasonable compensation and expenses of any appraisers appointed
by the court. The court shall assess the costs against the
subject corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court
finds equitable, to the extent the court finds the dissenters
acted arbitrarily, vexatiously or not in good faith in demanding
payment.
2. The court may also assess the fees and expenses of the
counsel and experts for the respective parties, in amounts the
court finds equitable:
(a) Against the subject corporation and in favor of all
dissenters if the court finds the subject corporation did not
substantially comply with the requirements of NRS 92A.300 to
92A.500, inclusive; or
(b) Against either the subject corporation or a dissenter in
favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted
arbitrarily, vexatiously or not in good faith with respect to
the rights provided by NRS 92A.300 to 92A.500, inclusive.
3. If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters
similarly situated, and that the fees for those services should
not be assessed against the subject corporation, the court may
award to those counsel reasonable fees to be paid out of the
amounts awarded to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the court
may assess the costs against the subject corporation, except
that the court may assess costs against all or some of the
dissenters who are parties to the proceeding, in amounts the
court finds equitable, to the extent the court finds that such
parties did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding
commenced pursuant to NRS 92A.460 or 92A.490 from applying the
provisions of N.R.C.P. 68 or NRS 17.115.
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as
of July 31, 2000 (221,115,113 issued and outstanding, of which
126,027,324 are restricted) by (i) all stockholders known to the
Company to be beneficial owners of more than 5% of the
outstanding Common Stock; (ii) each director; and (iii) all
directors and executive officers of the Company individually and
as a group (each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially
owned by them):
Title of Name and Address of Amount of Percent
Class Beneficial Owner Beneficial of
Ownership(1) class
Common Reda Family Trust (1) 29,600,000 13.39%
Stock 3338 Punta Alta, #1E
Laguna Hills, Ca 92653
Common Iron Horse Holdings, Inc. (2) 18,006,060 8.14%
Stock 8625 W. Sahara Avenue
Las Vegas, Nevada 89117
Common Cherry Family Trust (3) 15,916,086 7.20%
Stock 29245 Pompano Way
Laguna Niguel, Ca 92677
Common Michael S. Cherry (4) 12,000,000 5.43%
Stock 5 Washburn Terrace, #1,
Brookline, Massachusetts
02446
Common Ramis Corp. (5), 10,000,000 4.52%
Stock P.O. Box 4321,
Mission Viejo, Ca 92690
Common Albert Reda Corp. (6) 10,000,000 4.52%
Stock 2557 Oxford Lane,
Costa Mesa, Ca 92626
Common Albert R. Reda, 1,566,086 0.71%
Stock 3900 Birch Street, Suite 103
Newport Beach, Ca 92660
Common Louis Cherry, 0 0.00%
Stock 3900 Birch Street, Suite 103
Newport Beach, Ca 92660
Common Shares of all directors and 67,082,172 30.34%
Stock executive officers as a
group (2 persons)
(1) Reda Family Trust is a trust created by Albert Reda for
shares obtained upon the change in control of the Company in
November 1998.
(2) Michael Cherry and Reda Family Trust are minority
shareholders of Iron Horse Holdings, Inc.
(3) Cherry Family Trust is a trust created by Louis Cherry for
shares obtained upon the change in control of the Company in
November 1998.
(4) Michael S. Cherry is the adult child of Louis Cherry and
Louis Cherry disclaims any beneficial ownership of these shares.
(5) Ramis Corp. i |
