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Internet Cable Corp · DEF 14A · For 12/15/00

Filed On 12/1/00 4:30pm ET · SEC File 0-26011 · Accession Number 1010410-0-78

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

12/01/00  Internet Cable Corp               DEF 14A    12/15/00    1:9                                      Quinn Maureen/FA

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Proxy Statement                                        9     26K 

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      
[ ]  Preliminary Proxy Statement                                                
[X]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12        

INTERNET CABLE CORPORATION
------------------------------------------------
(Name of Registrant as Specified in its charter)

Tucci & Tannenbaum, A Professional Corporation  
300 North Third Street  
Philadelphia, PA  19106 
(215) 923-6200
-----------------------------------   
 (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X]   No fee required                                                           

[ ]   $500 per each party to the controversy pursuant to Exchange Act Rule      
14a-6(i)(3).                                                        

[  ]  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:  

N/A                                                         

(2)  Aggregate number of securities to which transaction applies:     

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:                                                  

N/A                                                         

[ ]  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                                                 

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INTERNET CABLE CORPORATION
 1463 Dunwoody Drive
West Chester, Pennsylvania 19380

--------------

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
 TO BE HELD ON DECEMBER 15, 2000

--------------

Dear Shareholders,                                                              

     A Special Meeting of the Shareholders of Internet Cable Corporation ("ICC")
will be held at 1:00 p.m., local time, on December 15, 2000 at the offices of   
ICC at 1463 Dunwoody Drive, West Chester, PA 19380, for the following purposes: 

     1. To authorize amendment of the Articles of Incorporation to set
forth the terms of a class of preferred stock.                        

      2. To transact such other business as may properly come before the
Special Meeting and any adjournment thereof.                          

By Order of the Board of Directors                                              

Michael F. Mulholland, Chief Executive Officer                                  

December 1, 2000                                                                

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 SPECIAL MEETING OF SHAREHOLDERS
 DECEMBER 15, 2000

 PROXY STATEMENT

    The enclosed proxy is solicited by and on behalf of the Board of Directors
of Internet Cable Corporation ("ICC"). All costs of solicitation (including     
printing and mailing of this Proxy Statement, meeting notice and form of proxy, 
as well as any necessary supplementary solicitations) will be paid by ICC. In   
addition to the solicitation of proxies by mail, officers and employees of ICC  
may solicit in person or by telephone. Persons holding shares as nominees will, 
upon request, be reimbursed for their reasonable expenses in sending soliciting 
materials to their principals.                                                  

     All shareholders of ICC Common Stock of record as of the end of business on
November 21, 2000, are entitled to vote at the meeting or any adjourned session.
Each share is entitled to one vote. As of the date upon which the enclosed proxy
was mailed, there were issued and outstanding approximately 10,510,662 shares of
ICC Common Stock. This Proxy Statement was mailed to the shareholders of ICC on 
or about December 1, 2000.                                                      

     At the Special Meeting, the shareholders of ICC are being asked to consider
and vote upon the amendment of the Articles of Incorporation to authorize the   
class of Five Million (5,000,000) shares of preferred stock to be designated the
Series Preferred Stock.                                                         

     Shares represented by a properly executed proxy will be voted in accordance
with the instructions thereon, or if no specification is made, the persons named
as proxies will vote for the establishment of the class of preferred stock.     
Proxies may be revoked at any time before they are exercised by the subsequent  
execution and submission of a revised proxy, by written notice to the Secretary 
of ICC, or by voting in person at the meeting. The mailing address of ICC is    
1463 Dunwoody Drive, West Chester, PA 19380.                                    

 Shareholders who need directions to the location of the Special Meeting
should call (610) 647-0400 between the hours of 8:30 A.M. and 5:00 P.M., local  
time, on any business day.                                                      

1 

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1. PROPOSAL TO AUTHORIZE A CLASS
 OF PREFERRED STOCK.

ICC's Board of Directors, by resolution at the meeting of the Board of
Directors held November 21, 2000, recommends that the Articles of Incorporation 
of ICC be amended to authorize a class of preferred stock (the "Series Preferred
Stock"). The Series Preferred Stock would have the characteristics identified   
below and as may be further defined by the Board. This proposal would maintain  
the total authorized capital stock of ICC at 60,000,000 shares. Currently,      
Article 4 of ICC's Articles of Incorporation provides for a total authorized    
shares of 60,000,000, with 50,000,000 being designated Common Stock, 5,000,000  
being designated Class A Common Stock and 5,000,000 being designated Preferred  
Stock. This proposal would amend ICC's Articles of Incorporation to further     
define the terms and treatment of the Preferred Stock by replacing Article 4    
with an Article FOURTH containing the following language:                       

FOURTH:                                                                         

A.   Authorized Capital Stock. The aggregate number of shares of all classes of 
 stock which the Corporation shall be authorized to issue shall be Sixty
     Million (60,000,000). Fifty Million (50,000,000) of said shares shall be of
    a par value of $0.001 per share and shall be designated Common Stock, Five
  Million (5,000,000) of said shares shall be of a par value of $0.001 per
   share and be designated Class A Common Stock and Five Million (5,000,000)
 shares of which shall be of the par value $0.001 per share and shall be
designated Series Preferred Stock.                                    

B.   Series Preferred Stock. The Series Preferred Stock may be issued from time 
     to time by the board of directors as herein provided in one or more series.
     The designations, relative rights, preferences and limitations with respect
     to the shares of each series thereof, many, to the extent permitted by law,
  be similar to or may differ from those of any other series. The board of
     directors of the Corporation is hereby expressly granted authority, subject
     to the provisions of this Article FOURTH, to issue from time to time Series
    Preferred Stock in one or more series, and to fix from time to time before
issuance thereof, by filing a certificate pursuant to the Business    
   Corporation Law of the State of Nevada, the number of shares in each such
    series, and all designations, relative rights (including the right, to the
     extent permitted by law, to convert into shares of any class or into shares
of any series), preferences and limitations of the shares in each such
   series, provided, however, that the series preferred stock shall have the
characteristics identified in this Article FOURTH.                    

2 

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C.   Voting.                                                                    

         1. The holders of Common Stock shall be entitled to one vote for each
share so held with respect to all matters submitted to the vote of the
shareholders of the Corporation.                                      

         2. Except as otherwise specifically provided in the certificate filed
    pursuant to law with respect to any series of Series Preferred Stock or as
  otherwise provided by law, the Series Preferred Stock shall not have any
right to vote on any matter submitted to the shareholders of ICC,     
    including, without limitation, the election of directors. In all instances
    in which voting rights are granted to Series Preferred Stock or any series
  thereof, such Series Preferred Stock or series shall vote as provided in
    the certificate filed pursuant to law with respect to any series of Series
Preferred Stock or otherwise provided by law.                         

D.   Dividends. The holders of Common Stock shall have the right to dividends   
   and distributions of the Corporation when and as declared by the board of
directors out of funds legally available therefor. Dividends on the   
 outstanding Series Preferred Stock of each series shall be declared and
 paid or set apart for payment before any dividends shall be declared or
   paid or set apart for payment on account of the Common Stock with respect
  to the same dividend period. Dividends on any shares of Series Preferred
Stock shall be cumulative only if and to the extent set forth in a    
    certificate filed pursuant to law. After dividends on all shares of Series
  Preferred Stock (including cumulative dividends if and to the extent any
    such shares shall be entitled thereto) shall have been declared or paid or
 set apart for payment with respect to any dividend period, then and not
otherwise as long as any share of Series Preferred Stock shall remain 
  outstanding, dividends may be declared and paid or set apart for payment
     with respect to the same dividend period on account of the Common Stock out
of the assets or funds of the Corporation legally available therefor. 

The Board of Directors has proposed this change to the Articles of    
Incorporation of ICC in order to enable the Corporation to raise additional     
capital.                                                                        

REQUIRED VOTE                                                                   

Adoption of this proposal requires an affirmative vote of at least a  
majority of the votes entitled to be cast by all shareholders entitled to vote  
at the Special Meeting. The Board of Directors recommends a vote for this       
proposal.                                                                       

3 

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 OTHER INFORMATION

BENEFICIAL OWNERSHIP OF COMMON STOCK                                            

   The following table sets forth certain information regarding ICC's Common
Stock owned by: (i) each person who is known by the Board of Directors of ICC to
be the beneficial owner of more than 5% of ICC's outstanding Common Stock; (ii) 
each of ICC's Directors and principal officers of ICC as a group:               

                                                                [Download Table]


NAMES AND ADDRESS OF               AMOUNT AND NATURE     PERCENTAGE OF SHARES   
BENEFICIAL OWNER(1)                  OF BENEFICIAL          OUTSTANDING         
                                     OWNERSHIP (2)                              
--------------------------------------------------------------------------------

                                                                                
Timothy R. Karnes .........         2,062,600(3)                   19.2%        

J. Robert Jones ...........           894,822(4)                    8.4%        

Michael F. Mulholland .....           750,000(6)                    6.7%        

William F. Walsh ..........           150,000(7)                    1.4%        

Robert F. Bronner .........           200,000(8)                    1.9%        

Joseph M. Melanson.........           612,357(9)                    5.5%        

Craig Lerman ..............           550,500(10)                   5.2%        

Thomas N. Buttermore.......            25,000(11)                     *         

Mark A. Kearney ...........            25,000(12)                     *         

John T. Losier ............            25,000(13)                     *         

Christopher R. McCleary ...            25,000(14)                     *         

Richard H. Steele .........               100(15)                     *         

William J. Flounders ......                 0(16)                     *         

Regency Holding Group, Inc.                                                     
99 Wall Street                                                                  
New York, NY 10005.........         1,033,041(17)                   9.1%        

Mark Gould                                                                      
639 Cleveland Street                                                            
Clearwater, Fl 33755.......           702,000(5)                    6.7%        

All directors and officers                                                      
As a group (11 persons)                                                         
(6)(7)(8)(9)(10)(11)                                                            
(12)(13)(14)(15)(16) ......         2,362,957                      19.1%        


---------------                                                                 
* Less than one %.                                                              

(1)  Except as set forth above, the address of each individual is 1463 Dunwoody 
Drive, West Chester, Pennsylvania 19380.                              

4 

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(2)  Based upon information furnished to the Company by either the directors and
executive officers or obtained from the stock transfer books of the   
  Company. The Company is informed that these persons hold the sole voting
and dispositive power with respect to the common stock except as noted
     herein. For purposes of computing "beneficial ownership" and the percentage
   of outstanding common stock held by each person or group of persons named
above as of the date of this filing, any security which such person or
     group of persons has the right to acquire within 60 days after such date is
    deemed to be outstanding for the purpose of computing beneficial ownership
   and the percentage ownership of such person or persons, but is not deemed
    to be outstanding for the purpose of computing the percentage ownership of
any other person.                                                     

(3)  Former director and officer. Includes 250,000 shares of common stock       
issuable upon warrants/options that are currently exercisable or      
exercisable within the next 60 days.                                  

(4)  Former director and officer. Includes 150,000 shares of common stock       
issuable upon warrants/options that are currently exercisable or      
exercisable within the next 60 days.                                  

(5)  Former director. Includes 25,000 shares of common stock issuable upon      
   warrants that are currently exercisable or exercisable within the next 60
days.                                                                 

(6)  Includes 740,000 shares of common stock issuable upon the exercise of      
  options that are currently exercisable or exercisable within the next 60
days.                                                                 

(7)  Includes 150,000 shares of common stock issuable upon the exercise of      
  options that are currently exercisable or exercisable within the next 60
days.                                                                 

(8)  Includes 200,000 shares of common stock issuable upon the exercise of      
  options that are currently exercisable or exercisable within the next 60
days.                                                                 

(9)  Includes 600,000 shares of common stock issuable upon the exercise of      
  options that are currently exercisable or exercisable within the next 60
days.                                                                 

(10) Includes 100,000 shares of common stock issuable upon the exercise of      
  options that are currently exercisable or exercisable within the next 60
days.                                                                 

(11) Includes 25,000 shares of common stock issuable upon the exercise of       
  options that are currently exercisable or exercisable within the next 60
days.                                                                 

(12) Includes 25,000 shares of common stock issuable upon the exercise of       
  options that are currently exercisable or exercisable within the next 60
days.                                                                 

(13) Includes 25,000 shares of common stock issuable upon the exercise of       
  options that are currently exercisable or exercisable within the next 60
days.                                                                 

(14) Includes 25,000 shares of common stock issuable upon the exercise of       
  options that are currently exercisable or exercisable within the next 60
days.                                                                 

(15) Includes 0 shares of common stock issuable upon the exercise of options    
that are currently exercisable or exercisable within the next 60 days.

(16) Includes 0 shares of common stock issuable upon the exercise of options    
that are currently exercisable or exercisable within the next 60 days.

(17) Includes 842,000 shares of common stock issuable upon the exercise of      
   warrants that are currently exercisable or exercisable within the next 60
days. Included in this total is a warrant for 208,000 shares that is  
subject to the final execution of a consulting agreement between the  
 Regency Holding Group, Inc. and the Company. Includes holdings of known
affiliates and owners of Regency Holding Group, Inc.                  

5 

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LITIGATION                                                                      

Currently, the Company is not a party to any material Legal Proceedings. The    
Company has been served with a complaint from a vendor filed on April 18, 2000  
in the Court of Common Pleas, Richland County, South Carolina. The complaint    
demands approximately $18,000 in past due amounts for alleged services. The     
Company disputes any services were provided, is investigating the complaint and 
has filed an answer and counterclaim. The Company will vigorously pursue its    
defense against this claim and its counterclaim.                                

ADJOURNMENT                                                                     

If sufficient votes in favor of any of the proposals set forth herein are not   
received by the time scheduled for the meeting, the persons named as proxies may
propose one or more adjournments of the meeting for a period or periods of not  
more than 60 days in the aggregate to permit further solicitation of proxies    
with respect to any such proposal. Any adjournment will require the affirmative 
vote of a majority of the votes cast on the question in person or by proxy at   
the session of the meeting to be adjourned. The persons named as proxies will   
vote in favor of such adjournment those proxies that they are entitled to vote  
in favor of such proposals. They will vote against any such adjournment those   
proxies required to be voted against any such proposals. ICC pays the costs of  
any additional solicitation and of any adjourned session.                       

OTHER MATTERS                                                                   

The Board of Directors knows of no other business to be brought before the      
meeting. However, if any other matters come before the meeting, it is the       
intention that the proxies that do not contain specific restrictions to the     
contrary will be voted on such matters in accordance with the judgment of the   
persons named on the enclosed form of proxy.                                    

6 

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 GENERAL PROXY -
 SPECIAL MEETING OF STOCKHOLDERS OF INTERNET CABLE CORPORATION

 PLEASE FAX EXECUTED PROXIES TO (610) 647-2566

The undersigned hereby appoints Robert F. Bronner, with full power of 
substitution, proxy to vote all of the shares of common stock of the undersigned
and with all of the powers the undersigned would possess if personally present, 
at the Special Meeting of Stockholders of Internet Cable Corporation, to be held
at 1463 Dunwoody Drive, West Chester, Pennsylvania, on December 15, 2000 at 1:00
P.M. local time and at all adjournments thereof, upon the matters specified     
below, all as more fully described in the Proxy Statement dated December 1, 2000
and with the discretionary powers upon all other matters which come before the  
meeting or any adjournment thereof.                                             

THIS PROXY IS SOLICITED ON BEHALF OF      
INTERNET CABLE CORPORATION'S BOARD OF DIRECTORS.      

1.    To authorize  amendment of the Articles of  Incorporation to  
set forth the terms of a class of preferred stock.                              

     [ ] FOR          [ ] AGAINST        [ ] ABSTAIN

2. In their discretion, upon such other matter or matters that may  
properly come before the meeting, or any adjournments thereof.                  

Every properly signed proxy will be voted in accordance with the specifications 
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSAL 
1.                                                                              

The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Meeting and Proxy Statement and hereby revokes any proxy or proxies          
heretofore given.                                                               

Please mark, date, sign and mail your proxy promptly in the envelope provided.  

                                         Date: _________________________, 2000

_______________________________           _______________________________       
Signature                                 Signature                             

_______________________________           _______________________________       
(Print name of Stockholder)               (Print name of Stockholder)           

                                     Number of shares: _________________

                                   Note: Please sign exactly as name
                                               appears in the Company's records.
                                            Joint owners should each sign.
                                       When signing as attorney,
                                              executor or trustee, please give
                            title as such.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	4/18/00	8
	11/21/00	3	4	10QSB/A
Filed On / Filed As Of	12/1/00	2	9
For The Period Ended	12/15/00	2	9

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Internet Cable Corp · DEF 14A · For 12/15/00

Filed On 12/1/00 4:30pm ET · SEC File 0-26011 · Accession Number 1010410-0-78

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents