SEC Info - Advance Nanotech, Inc. - ‘DEFS14C’ for 7/8/01

SEC Info℠

Home

Help

Please Sign In

Advance Nanotech, Inc. – ‘DEFS14C’ for 7/8/01

On: Tuesday, 7/10/01, at 11:12am ET · For: 7/8/01 · Accession #: 1065949-1-500044 · File #: 0-10065

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/10/01  Advance Nanotech, Inc.            DEFS14C     7/08/01    1:21K                                    Chilcote Candi M/FA

Definitive Proxy Information Statement — Special Meeting — Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14C     Definitive Information Statement                      11     39K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Board of Directors Report Board of Directors, The Certain Transactions Executive Compensation Executive Compensation Tables General Information Other Business Section 16(a) Beneficial Ownership Reporting Compliance Security Ownership The Board of Directors Voting
1	1st Page - Filing Submission
5	General Information
"	Voting
6	The Board of Directors
8	Security Ownership
9	Executive Compensation
"	Board of Directors Report
10	Executive Compensation Tables
11	Certain Transactions
"	Section 16(a) Beneficial Ownership Reporting Compliance
"	Other Business

DEFS14C 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 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.                                      

DYNAMIC I-T, INC. 
--------------------------------------------------------------
(Name of Registrant As Specified In Its 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: N/A                                

       (2)      Aggregate number of securities to which transaction applied:
N/A                                         

  (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): N/A                        

(4)      Proposed maximum aggregate value of transaction:  N/A

(5)      Total fee paid:  None                                

|_| 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:  N/A                         

(2)      Form, Schedule or Registration Statement No.:  N/A   

(3)      Filing Party:  N/A                                   

(4)      Date Filed:  N/A                                     

DEFS14C 2nd Page of 11 TOC 1st Previous Next ↓Bottom Just 2nd
DYNAMIC I-T, INC. 
2504 11th Street
Santa Monica, CA 90405

July 8, 2001  

Dear Shareholder:                                                               

     You are cordially  invited to attend a Special  Meeting of  Shareholders of
Dynamic I-T, Inc.  scheduled for August 1, 2001, at Dynamic I-T, Inc., 2504 11th
Street, Santa Monica, CA 90405, at 10:00 a.m. PDT.                              

     Please  review the enclosed  Notice of Meeting and  Information  Statement,
which describe the matter to be acted upon at the meeting.  No proxies are being
solicited  for this meeting as eight parties  controlling  over 50% of the votes
have  indicated  that they will vote their  shares in favor of the  proposal  to
approve  the   exchange  of  100%  of  the  Banknet   shares  for   Consolidated
Communications  Corp. of Ireland ("CCC") shares,  which shall be distributed pro
rata to Dynamic  I-T,  Inc.  shareholders  on the record  date for  shareholders
information statement for the transaction.                                      

Thank you for your continued support.                         

              Sincerely,

                       /s/Spencer H. Young
                          ----------------------
                    Spencer H. Young
             President

DEFS14C 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
 DYNAMIC I-T, INC.

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Date:      August 1, 2001     
Time:      10:00 a.m. PDT     
Place:      Dynamic I-T, Inc.   
        2504 11th Street
              Santa Monica, CA 90405

Matters to be voted on:                                                         

o    Approval  of the  exchange  of 100% of the  Banknet  shares for CCC shares,
     which shall be distributed  pro rata to Dynamic I-T, Inc.  shareholders  on
     the record date for shareholders information statement for the transaction.

     You have the right to receive  this notice and vote at the Special  Meeting
if you were a shareholder of record at the close of business on the date of this
notice.                                                                         

                       /s/Spencer H. Young
                             -------------------------
                    Spencer H. Young

July 8, 2001                                                                    

DEFS14C 4th Page of 11 TOC 1st Previous Next ↓Bottom Just 4th
 DYNAMIC I-T, INC.

2001 INFORMATION STATEMENT

 TABLE OF CONTENTS

General Information............................................................1

Voting   ......................................................................1

Proposal No. 1 ................................................................2

The Board of Directors.........................................................3

Security Ownership.............................................................4

Executive Compensation.........................................................5

         Board of Directors Report.............................................5

         Executive Compensation Tables.........................................6

Certain Transactions.......................................................... 7

Section 16(a) Beneficial Ownership Reporting Compliance....................... 7

Other Business................................................................ 7

     Copies of this  information  statement are available to  shareholders at no
charge upon request directed to:                                                

 Dynamic I-T, Inc.
2504 11th Street
Santa Monica, CA 90405
 Telephone: 310-392-8179
 Facsimile: 310-396-3029

DEFS14C 5th Page of 11 TOC 1st Previous Next ↓Bottom Just 5th
 GENERAL INFORMATION

INFORMATION STATEMENT                                                           

     Management of Dynamic I-T, Inc.  ("Dynamic") is providing this  information
statement  to inform you about  things to be voted on at the special  meeting of
our  shareholders  scheduled  for August 1, 2001.  The matter or  proposal to be
voted  upon is  approval  of the  exchange  of 100% of the  Banknet  shares  for
Consolidated  Communications  Corp. of Ireland  ("CCC")  shares,  which shall be
distributed  pro rata to Dynamic I-T, Inc.  shareholders  on the record date for
shareholders  information  statement for the transaction.  We are not soliciting
proxies as eight parties  holding voting control of, in the aggregate,  over 50%
of the votes  entitled to be cast at the meeting have  indicated  that they will
vote in favor of the above proposal.                                            

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. 

COSTS OF INFORMATION STATEMENT                                                  

     We will pay the cost preparing and sending out this information  statement.
It will be sent to most  shareholders via regular mail. A few will receive it by
personal delivery or facsimile.                                                 

VOTING

SHAREHOLDERS ENTITLED TO VOTE                                                   

     Holders of record of common  stock at the close of  business on the date of
mailing of this  information  statement  will be entitled to vote at the Special
Meeting of Shareholders.  As of July 8, 2001,  approximately 5,205,213 shares of
common stock were issued and  outstanding.  Each  shareholder is entitled to one
vote for each share of common  stock held by such  shareholder.  Record date for
Notice and the Information Statements is July 8, 2001.                          

CUMULATIVE VOTING FOR DIRECTORS                                                 

     In the election of directors,  shareholders  are entitled to cumulate their
votes for  candidates  whose names have been placed in  nomination  prior to the
voting,  if a shareholder  has given notice at the Special  Meeting prior to the
voting of his or her intention to cumulate  votes.  Cumulative  voting  entitles
every shareholder who is otherwise  entitled to vote at an election of directors
to  cumulate  its votes,  that is, to give any one  candidate  a number of votes
equal to the number of  directors  to be  elected,  multiplied  by the number of
votes to which the shareholder's shares are normally entitled,  or to distribute
those  cumulated  votes on the same  principle  among  as many  candidates  as a
shareholder  thinks fit. If any one shareholder gives notice of the intention to
cumulate votes, all shareholders may cumulate their votes for candidates. On all
matters other than election of directors, each share has one vote.              

1 

DEFS14C 6th Page of 11 TOC 1st Previous Next ↓Bottom Just 6th
QUORUM AND VOTE NECESSARY TO ADOPT PROPOSALS                                    

     In order to transact  business at the Special Meeting,  a quorum consisting
of a majority of all outstanding shares entitled to vote must be present. Once a
share is represented for any purpose at the Special  Meeting,  it will be deemed
present for quorum purposes for the entirety of the meeting.                    

     The  affirmative  vote of at least a plurality of the  aggregate  number of
votes  represented  at the Special  Meeting in person or by proxy is required to
elect  directors.  That means that the two  individuals  receiving  the  largest
number of votes cast will be elected as directors, whether or not they receive a
majority of the votes cast.                                                     

APPROVAL OF EXCHANGE
(Proposal No. 1)

     On June 14, 2001,  the Board  approved the exchange of all of the shares of
Banknet, LTD., its wholly owned subsidiary, to Consolidated Communications Corp.
of Ireland  ("CCC") in exchange for  issuance of  5,205,213  shares of CCC which
will be distributed pro rata to the shareholders of Dynamic I-T, Inc., as of the
Record date July 8, 2001.                                                       

THE BOARD OF DIRECTORS                                                        

COMPOSITION OF THE PRESENT BOARD OF DIRECTORS                 

     Dynamic is governed by a board of directors that meets throughout the year.
There are no standing  committees.  All matters (including election of officers,
executive  compensation  and  selection of  auditors)  are approved by the board
acting as a committee  of the whole.  Our by-laws  call for a board of directors
consisting of two members. The board presently consists of two members:         

Spencer H. Young                                            
Paul R. Warshaw                                             

2 

DEFS14C 7th Page of 11 TOC 1st Previous Next ↓Bottom Just 7th
         The names,  background and periods of service of the present  directors
are as follows:                                                                 

     Spencer H. Young (J.D. Fordham  University)  practiced law with Lord, Day &
Lord Thacher Proffitt, and Prizer Crawley & Wood. Thereafter he joined the legal
department of A.S.C.A.P.  and later became a Vice  President of Motion  Pictures
and Business  Affairs at Ashley Famous Agency (the  forerunner of  International
Creative  Management)  specializing  in literary,  television,  motion  picture,
music, and publishing business affairs and legal matters on behalf of the agency
and  its  clients.  When  General  Electric  entered  into  motion  picture  and
television  production,  through its subsidiary Tomorrow  Entertainment,  he was
recruited to be its Vice President of Business  Affairs.  Thereafter he was Vice
President of Business  Affairs for  Lorimar.  While at Lorimar he was one of the
first  American  executives  to  establish   co-production   agreements  for  an
independent  American company.  During his tenure at Lorimar these  arrangements
(with German,  Italian and British  partners)  resulted in the financing of five
feature  films.  The  co-production  formula he devised became the basis for the
financing  of  dozens  of the  Lorimar  films  which  followed.  In  1981 he was
appointed  Managing  Director of Clydebank  Film  Studios,  Plc and relocated to
Britain.  In 1992 he  returned  to the  United  States to head the newly  formed
Falcon Film Finance,  Ltd. He has been a business affairs consultant to numerous
companies  including R.K.O. and Taft  Broadcasting and has produced three motion
pictures and a mini-series. In 1995 he became associated with the Law Offices of
Debra M.  Stasson  from  which he  resigned  in March 1999 to devote his time to
Internet related  business.  In February 2000, Mr. Young became a Vice President
of the Company and in April 2000,  joined the Company's  Board of Directors.  In
June 2001, Mr. Young was appointed President of the Company.                    

     Paul R. Warshaw,  graduated  from the  University of California at Berkeley
with a BA in Economic  History  and an MBA in Finance,  after which he worked as
Security  Analyst at Arnold Bernhard & Company in New York City,  where he wrote
more than 100 published reports on individual  companies and industry groups for
the Value Line  Investment  Service.  Returning to graduate  school in 1974, Dr.
Warshaw  earned a Ph.D. in Marketing and  Psychology in 1977 from the University
of Massachusetts,  then joined the Faculty of Management at McGill University in
Montreal,   serving  as  both  Assistant  and  Associate  Professor,   teaching,
researching and publishing  numerous articles with respect to various aspects of
Consumer Behavior,  Advertising, and Marketing. Dr. Warshaw was appointed to the
Editorial  Boards of the  Journal  of  Marketing  Research  and the  Journal  of
Business  Research;  served as reviewer  for the  Journal of Consumer  Research,
Management  Science,   Journal  of  Experimental  Social  Psychology,   and  the
Association  for  Consumer  Research.  Dr.  Warshaw  is  listed  in Who's Who in
American  Advertising.  Upon  returning to his native  United States in 1983, he
worked as Associate and full Professor of Marketing at  Massachusetts  Institute
of Technology, New York University, Drexel University, and Cal Poly. Dr. Warshaw
left academia in 1991 to pursue  entrepreneurial  ventures in entertainment  and
marketing  research,  co-founding  private  companies RMO  Entertainment  Group,
Digital  Hollywood,  Streamline  Multimedia,  13 14 and WEB Research.  They were
instrumental in the formation of the Company's  Distance Learning  division.  In
June 2000 Dr. Warshaw joined the Company's Board of Directors.                  

3 

DEFS14C 8th Page of 11 TOC 1st Previous Next ↓Bottom Just 8th
 COMPENSATION OF DIRECTORS

    We pay no director compensation and have no retirement plan for directors.

SECURITY OWNERSHIP  

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS,  DIRECTORS  AND  EXECUTIVE
OFFICERS                                                                        

     COMMON  STOCK.  The  following  tables set forth,  as of July 8, 2001,  the
ownership of our common stock by                                                

       o        each existing, and nominee for, director and named executive
officer of the company,                     
   o        all executive officers and directors of the company as a
group, and                                  
      o        all persons known by us to beneficially own more than 5% of
our common stock.                           

DIRECTORS AND OFFICERS TABLE                                  

Title of Class         Name and Address         Amount and Nature     Percent of
                       Of Beneficial Owner      of Beneficial Owner        Class
----------------       ------------------------ -------------------   ----------
Common Stock           Spencer Young**            107,500                2.1%   

Common Stock           Paul Warshaw**             165,000                3.1%   

All Directors and Executive                                                     
Officers as a Group (2 persons)                  272,500                5.2%  

**   The  beneficial  owner's  address  is the same as the  Company's  principal
office.                                                               

MORE THAN 5% OWNERSHIP TABLES                                 
COMMON STOCK TABLE                                            

Title of Class      Name and Address        Amount and Nature        Percent of 
                   Of Beneficial Owner     of Beneficial Owner           Class
----------------    --------------------    -------------------      -----------
Common              Emmett O'Connell         462,000                      8.9%  
Raheenduff,                             
Foulkesmil                              
County Wexford, Ireland                 

Common              Bjorn Jebsen             300,000                       5.8% 
c/o A. Jebsen                           
Harbor Center 2                         
Railroad & Chicago Street               
South Harbor Port Area                  
Manila, Philippines                     

 4

DEFS14C 9th Page of 11 TOC 1st Previous Next ↓Bottom Just 9th
EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS                                                              

         The  following  table  contains  the title  and name of each  executive
officer of Dynamic:                                                             

NAME                                    TITLE                   SERVED SINCE
-----                                    ----                   ------------
Spencer H. Young                        Vice President          February 2000   
                                  (now President)          June 2001

BOARD OF DIRECTORS REPORT                                                       

RESPONSIBILITIES OF THE BOARD                                 

     The board is responsible for developing and  administering the compensation
policies and  practices for Dynamic and  determining  the  compensation  for the
Chief Executive Officer and approving or ratifying the compensation of the other
executive officers as recommended by the Chief Executive Officer.               

COMPENSATION PHILOSOPHY AND GUIDING PRINCIPLES                

     Our executive compensation policies and practices are designed to provide a
competitive  compensation program that effectively aligns executive compensation
with our  mission,  business  strategy,  and  values.  The board  believes  that
implementing  these policies and practices  will allow us to attract,  motivate,
retain,  and reward key executives  who have the skills,  experience and talents
required to promote our short- and long-term performance and growth.            

     The   executive   compensation   program   is   based   on  the   following
pay-for-performance guiding principles:                                         

o        attract, retain, reward and motivate highly talented 
employees;                                  
         o        provide  incentives for achieving  specific corporate earnings
                  and return goals, as well as market-related goals necessary to
build shareholder value over time; and      
         o        align the  interests of  executives  with the interests of our
                  shareholders  by basing a significant  portion of compensation
upon the company's performance.             

        To achieve these objectives, our compensation philosophy and programs:

      o        reward executives based on the achievement of financial and
other performance measures; and             
    o        encourage significant employee ownership of the company's
common stock.                               

     The  board  considers  each  of  these  principles  as it  administers  and
implements the program.                                                         

       5

DEFS14C 10th Page of 11 TOC 1st Previous Next ↓Bottom Just 10th
COMPENSATION COMPONENTS                                                         

     Dynamic's  compensation programs reflect its commitment to fostering a "pay
for  performance"  culture by aligning the interests of employees  with those of
the  shareholders.  The  basic  elements  of  Dynamic's  executive  compensation
packages are competitive base salary, cash bonuses, and long-term incentives.   

EXECUTIVE COMPENSATION TABLES                                                   

     The  following  table sets forth certain  information  regarding the annual
compensation  for  services  to the  Company for the fiscal year ended March 31,
2000 with  respect to the  Company's  executive  officers  and  directors  as of
December 31, 2000 who are  compensated at a rate of more than $100,000 in salary
during such fiscal year (the "Named Executive Officers"):                       

                                                        [Enlarge/Download Table]

                                                                                                                     
                                          Annual Compensation                        Long Term Compensation          
                            ------------------------------------------------ ----------------------------------------
                                                                                     Awards                          
                                                                             --------------------------              
                                                                              Restricted   Securities                
Name and                                                     Other Annual        Stock     Underlying    All Other   
Principal Position              Year    Salary     Bonus     Compensation       Awards      Options     Compensation 
-------------------             ----    ------     -----     ------------      ------       ------      ------------ 

Spencer Young                   2000    $110,000     $0          0              0              0              0      
  Vice President and Director                                                                                        
(now President)                                                                                                      

Paul Warshaw, Director          2000    $110,000     $0          0              0              0              0      


EMPLOYMENT AGREEMENTS                                                           

     The Company  entered into an Employment  Agreements  with Spencer Young and
Paul  Warshaw,  dated  December 13, 1999,  pursuant to which Mr. Young agreed to
serve as Vice  President and Director of the Company and Mr. Warshaw to serve as
a  Director  of the  Company  for an  initial  term of two years  commencing  on
February 1, 2000 through  January 31, 2002 with the Company's right to terminate
either or both employment contracts at any time after the first anniversary upon
the condition  that it pay to Mr. Young and Mr. Warshaw each his full salary for
the second contract year. In consideration  for their respective  services,  the
contract  provides that Mr. Young and Mr.  Warshaw each be compensated at a base
salary of not less than $110,000 per annum.                                     

 6

DEFS14C Last Page of 11 TOC 1st Previous Next ↓Bottom Just 11th
CERTAIN TRANSACTIONS

LEASES.                                                                         

     The Company's  principal office is located at 2504 Eleventh  Street,  Santa
Monica,  California,  and  consists of office  property of  approximately  1,200
square  feet,  which is owned by Spencer  Young,  President  and director of the
Company,  who maintains the property at no charge to the Company.  This location
is adequate for the Company's  projected needs, and the Company does not believe
it will have  difficulty in obtaining  additional  space,  as needed.  Mr. Young
maintains property and liability insurance policies on this office.             

 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16 of the  Securities  Exchange Act of 1934,  as amended,  requires
officers,  directors  and more than ten  percent  shareholders  to report  their
holdings and transactions in Dynamic's  equity  securities to the Securities and
Exchange  Commission on a timely basis. All of our officers,  directors and more
than ten percent shareholders were delinquent in all required filings in 2000.  

OTHER BUSINESS

SPECIAL MEETING OF SHAREHOLDERS                                                 

     At the date of this proxy statement,  no other matter will be presented for
action at the special  meeting,  only those matters  presented in the Notice and
Information Statement.                                                          

SHAREHOLDER PROPOSALS AND NOMINATIONS                                           

     Shareholders may propose matters to be presented at shareholders'  meetings
and also may  nominate  directors.  Shareholder  proposals  must  conform to the
standards set out by the Securities and Exchange Commission and must be received
at our principal offices on or before September 15, 2001 in order to be included
in the proxy materials for presentation at our annual meeting of shareholders in
2001.                                                                           

ANNUAL REPORT AVAILABLE                                                         

SHAREHOLDERS MAY OBTAIN A COPY OF OUR FORM 10-KSB FOR 2000,  WITHOUT CHARGE,  BY
WRITING TO US AT: DYNAMIC I-T, INC., 2504 11th STREET, SANTA MONICA,  CALIFORNIA
90405                                                                           

                     /s/Spencer H. Young
                           -------------------------
                  Spencer H. Young
           President

July 8, 2001                                                                    

7

DEFS14C	1st Page of 11	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

DEFS14C	2nd Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 2nd

DEFS14C	3rd Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 3rd

DEFS14C	4th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 4th

DEFS14C	5th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 5th

DEFS14C	6th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 6th

DEFS14C	7th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 7th

DEFS14C	8th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 8th

DEFS14C	9th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 9th

DEFS14C	10th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 10th

DEFS14C	Last Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 11th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFS14C’ Filing	Date	First	Last	Other Filings

	1/31/02	10
	9/15/01	11
	8/1/01	2	5
Filed on:	7/10/01
For Period End:	7/8/01	2	11
	6/14/01	6
	12/31/00	10		10KSB40, NT 10-K
	3/31/00	10		10KSB, NT 10-K
	2/1/00	10
	12/13/99	10
				List all Filings

↑Top

Filing Submission 0001065949-01-500044 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Advance Nanotech, Inc. – ‘DEFS14C’ for 7/8/01

On: Tuesday, 7/10/01, at 11:12am ET · For: 7/8/01 · Accession #: 1065949-1-500044 · File #: 0-10065

Definitive Proxy Information Statement — Special Meeting — Schedule 14CFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Information Statement — Special Meeting — Schedule 14C
Filing Table of Contents