This is copy of the proxy that is to be sent.
January 13th, 1999
Dear Stockholder:
The Company's Annual Meeting of Stockholders will be held on ____________, 1999 at 10:00 a.m. at the Ritz Carlton Hotel, 4375 Admiralty Way, Marina del Rey, California. I hope that you will be able to attend in person. Following the formal business of the Annual Meeting, Management will be providing an update on our business operations and will be available to respond to your questions.
We realize that you are receiving only limited notice of the Annual Meeting, but this has been a dynamic period for the Company and we have experienced some delays in finalizing the information in this Proxy.
This year the agenda for the Annual Meeting includes: (i) the approval of the transfer of the Company's state of incorporation from Colorado to Delaware through a merger with a newly formed entity and, in connection therewith, to approve a change of the Company's name to ZuluGroup.com, Ltd., and to establish as the authorized capital of the surviving entity capital stock consisting of 100 million shares of Common Stock and 25 million shares of Preferred Stock, to be issued in various series as designated (Proposal I); (ii) the approval of the
issuance of the Common Stock underlying the 1998 Preferred Stock issued in connection with the March Transactions (defined in the accompanying Notice and Proxy Statement) among the Company, Netvest Capital Partners, L.P. ("Netvest"), a stockholder, and Zulu-tek, Inc. (Proposal II), (iii) the approval of the issuance of the Common Stock underlying the Investor Preferred Stock (Proposal III); (iv) the approval of the issuance of the Common Stock underlying the
1998(B) Preferred Stock issued in the September Transactions (as defined in the accompanying Notice and Proxy Statement) with Zulu-tek (Proposal IV); (v) the nomination and election of three persons to serve as Directors of the Company until the next Annual Meeting of Stockholders; (vi) the approval of an increase in the number of options available for grant under the Company's Amended and
Restated 1992 Stock Option Plan; and (vii) the ratification of the appointment of Schumacher & Associates as the Company's independent auditors for the current fiscal year. We want you to know that the Board endorses each of the nominees for Director and each of the Proposals. YOUR VOTE IS IMPORTANT TO US.
Please sign, date and return your completed proxy promptly so your shares in the Company can be represented, even if you plan to attend the Annual Meeting in person. To accommodate the limited notice, the Company will accept facsimile proxies at (201) 804-8017.
Finally, on behalf of the Company, we want to express our appreciation to members of Management who are contributing their skills and enthusiasm to our current corporate efforts and to thank each of you as stockholders for your continued support of our endeavors.
Sincerely,
Board of Directors
ENHANCED SERVICES COMPANY, INC.
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