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Definitive proxy statement giving notice regarding a special meeting

DEFS14A




                                  SCHEDULE 14A

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            Schedule 14A Information
           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. __)

Filed by the registrant  |X|
Filed by a party other than the registrant  |_|
Check the appropriate box:
                                              |_| Confidential-For Use of the
|_|      Preliminary proxy statement              Commission Only (as
|X|      Definitive proxy statement               permitted by Rule 14a-6(e)(2))
|_|      Definitive additional materials
|_|      Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                      Frontline Communications Corporation
                (Name of Registrant as Specified in Its Charter)

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    (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)(1)  and
          0-11.

     (1)  Title of each class of securities to which transaction applies:
     (2)  Aggregate number of securities to which transaction applies:


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     (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).

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total Fee Paid:

|_| Fee paid previously with preliminary materials.

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     |_| 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:

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

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     (3) Filing party:

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     (4) Date filed:

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                      FRONTLINE COMMUNICATIONS CORPORATION
                               One Blue Hill Plaza
                                  P.O. Box 1548
                           Pearl River, New York 10965


   
                                                               November 24, 1999
    


Dear Fellow Stockholders:

   
     You are cordially invited to attend a Special Meeting of Stockholders of
Frontline Communications Corporation which will be held on Thursday, January 6,
2000, at 10:00 A.M. at the Hilton Hotel, 500 Veterans Memorial Drive, Pearl
River, New York 10965.
    

     The Notice of Special Meeting and Proxy Statement which follow describe the
business to be conducted at the meeting.

     Whether or not you plan to attend the Special Meeting in person, it is
important that your shares be represented and voted. After reading the enclosed
Notice of Special Meeting and Proxy Statement, I urge you to complete, sign,
date and return your proxy card in the envelope provided. If the address on the
accompanying material is incorrect, please inform our Transfer Agent, American
Securities Transfer & Trust Company, at 12039 West Alameda Parkway, Lakewood,
Colorado 80228, in writing, of the correct address.

     Your vote is very important, and we will appreciate a prompt return of your
signed proxy card. We hope to see you at the meeting.


                                                  Cordially,


                                                  Stephen J. Cole-Hatchard
                                                  Chief Executive Officer






                      FRONTLINE COMMUNICATIONS CORPORATION


   
                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON JANUARY 6, 2000
    



To the Stockholders of FRONTLINE COMMUNICATIONS CORPORATION:

   
     NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Frontline
Communications Corporation (the "Company") will be held on January 6, 2000 at
10:00 A.M., at the Hilton Hotel, 500 Veterans Memorial Drive, Pearl River, New
York 10965, for the following purposes:
    

     1. To consider and vote upon a proposal to amend the Company's Certificate
     of Incorporation to increase the authorized Preferred Stock from 1,000,000
     to 2,000,000 shares; and

     2. To transact such other business as may properly come before the meeting
     or any adjournment or adjournments thereof.

     Only stockholders of record at the close of business on November 9, 1999
are entitled to notice of and to vote at the Special Meeting or any adjournments
thereof.

                                              By Order of the Board of Directors


                                              Stephen J. Cole-Hatchard
                                              Chief Executive Officer

   
November 24, 1999
    

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IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:

PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.

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                                 PROXY STATEMENT

                      FRONTLINE COMMUNICATIONS CORPORATION

   
                         SPECIAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON JANUARY 6, 2000

     This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Frontline Communications Corporation. (the
"Company") for use at a Special Meeting of Stockholders (the "Special Meeting")
to be held on Thursday, January 6, 2000, and including any adjournment or
adjournments thereof, for the purposes set forth in the accompanying Notice of
Meeting.

     Management intends to mail this proxy statement and the accompanying form
of proxy to stockholders on or about November 26, 1999.
    

     Proxies in the accompanying form, duly executed, returned to the management
of the Company and not revoked, will be voted at the Special Meeting. Any proxy
given pursuant to such solicitation may be revoked by the stockholder at any
time prior to the voting of the proxy by a subsequently dated proxy, by written
notification to the Secretary of the Company, or by personally withdrawing the
proxy at the Special Meeting and voting in person.

     The address and telephone number of the principal executive offices of the
Company are:

                               One Blue Hill Plaza
                                  P.O. Box 1548
                           Pearl River, New York 10965
                          Telephone No.: (914) 623-8553

                       OUTSTANDING STOCK AND VOTING RIGHTS

   
Only stockholders of record at the close of business on November 9, 1999 (the
"Record Date") are entitled to notice of and to vote at the Special Meeting. As
of the Record Date, there were issued and outstanding 3,915,762 shares of the
Company's common stock, par value $.01 per share ("Common Stock"), the only
class of voting securities of the Company. Each share of Common Stock entitles
the holder thereof to one vote on each matter submitted to a vote at the Special
Meeting.
    

                                VOTING PROCEDURES

     The proposed amendment to the Company's Certificate of Incorporation to
provide for an increase in the authorized class of preferred stock must be
adopted by a majority of the shares of Common Stock outstanding as of the Record
Date. All other matters to be acted upon at the Special Meeting will be decided
by the majority of the votes cast by the holders of the shares of Common Stock
present in person or represented by proxy at the Special Meeting, provided a
quorum is present. A quorum will be present at the Special Meeting if the
holders of a majority of the outstanding shares of Common Stock as of the Record
Date are present in person or represented by proxy. Votes will be counted and
certified by one or more Inspectors of Election who are expected to be employees
of the Company or its counsel.

     In accordance with applicable law, abstentions and "broker non-votes"
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owners or other persons entitled to
vote shares as to a matter with respect to which the brokers or nominees do not
have






discretionary power to vote) will be treated as present for purposes of
determining the presence of a quorum. For purposes of determining approval of a
matter presented at the meeting, abstentions will be deemed present and entitled
to vote and will, therefore, have the same effect as a vote "against " a matter
presented at the meeting. Broker non-votes will be deemed not entitled to vote
on the subject matter on which the non-vote is indicated. However because of the
requirement for an absolute majority of the outstanding Common Stock to approve
the proposed amendment to the Certificate of Incorporation, broker non-votes
will have the same effect as a vote "against" the proposed amendment to the
Certificate of Incorporation.

     Proxies will be voted in accordance with the instructions thereon. Unless
otherwise stated, all shares represented by such proxy will be voted as
instructed. Proxies may be revoked as noted above.


                                   PROPOSAL 1

                   PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE
      OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF PREFERRED STOCK

     The Board of Directors has adopted a resolution unanimously approving and
recommending to the Company's stockholders for their approval of an amendment to
the Certificate of Incorporation of the Company which would authorize the
issuance of up an additional 1,000,000 shares of its preferred stock.

     The Company currently has authorized the issuance of up to 1,000,000 shares
of preferred stock, par value $0.01 per share ("Preferred Stock"). Upon adoption
of the amendment, the Board of Directors will, without further action by the
stockholders, unless otherwise required by law or any applicable rules of any
stock exchange or the Nasdaq Stock Market, Inc. then pertaining to the Company,
be authorized to issue an additional 1,000,000 shares or up to a total of
2,000,000 shares of Preferred Stock at such times, for such purposes and for
such consideration as it may determine.

     Management believes that the availability of such additional shares of
Preferred Stock may prove useful in connection with financing the capital needs
of the Company, possible future acquisitions and mergers, employee incentive or
compensation plans, or other purposes. The authorization will enable the Company
to act promptly if appropriate circumstances arise which require the issuance of
such shares. The Company has historically financed its working capital
requirements primarily through the issuance of debt and equity securities. The
Company anticipates that it may require significant cash infusions to expand its
business and continue operations as currently conducted. The Company is
currently exploring alternatives to raise additional capital. Such additional
financing could consist of additional debt or the issuance of equity securities,
including Preferred Stock, or a combination thereof.

     In this regard, the Company has recently entered into a letter of intent
with a proposed underwriter with respect to a proposed public offering of
convertible Preferred Stock (the "New Securities") in an amount currently
estimated to be $15.0 million, exclusive of an over-allotment option affording
the underwriter the right to purchase up to an additional 15% of the shares to
be offered. The Company expects to pay the underwriter an underwriting discount
equal to 8% of the gross proceeds of the offering, a non-accountable expense
allowance equal to 3% of the gross proceeds of the offering, and to issue to the
underwriter warrants to purchase up to 10% of the New Securities sold in the
offering at a purchase price of 120% of the public offering price.

   
     It is currently anticipated that the New Securities will be sold for cash
at a price the Company believes is fair value, will be convertible into Common
Stock and will pay dividends. The exact conversion terms, the rate of dividends
to be paid on the
    


                                      -2-




   
     New Securities, the liquidation preferences and voting rights of the
holders of the New Securities, the number of New Securities to be offered as
well as the offering price to the public of the New Securities will be
negotiated between the Company and the proposed underwriter. Under certain
circumstances, if the Company is unable to proceed with the offering, whether
due to its failure to obtain stockholder approval for the additional shares of
Preferred Stock or otherwise, it will be required to pay certain fees and
expenses relating to the proposed offering. The proposed terms and conditions of
the proposed offering described above are based on the Company's and the
proposed underwriter's current expectations as to such offering and may not
necessarily be indicative of an actual transaction. Any such proposed public
offering will be made only by means of a prospectus constituting part of a
Registration Statement filed under the Securities Act of 1933. There can be no
assurance that the Company will consummate the proposed offering on the
foregoing terms, or at all, or that the terms of the proposed offering of New
Securities will not be materially different from the terms discussed above.
    

     The proposed amendment would authorize the Board of Directors to provide
for the issuance, from time to time, of up to an additional 1,000,000 shares of
Preferred Stock in addition to the 1,000,000 shares currently authorized. The
Board may issue the shares in one or more series and will be authorized to fix
the terms of each series. Each series of Preferred Stock could, as determined by
the Board of Directors at the time of issuance, rank, in respect of dividends
and liquidation, senior to the Common Stock.

     In establishing the terms of a series of Preferred Stock, the Board of
Directors would be authorized to set, among other things, the number of shares,
the dividend rate and preferences, the cumulative or non-cumulative nature of
dividends, the redemption provisions, the sinking fund provisions, the
conversion rights, the amounts payable, and preferences, in the event of the
voluntary or involuntary liquidation of the Company, and the voting rights in
addition to those required by law. Such terms could include provisions
prohibiting the payment of Common Stock dividends or purchases by the Company of
Common Stock in the event dividends or sinking fund payments on the Preferred
Stock were in arrears. In the event of liquidation, the holders of Preferred
Stock of each series might be entitled to receive an amount specified for such
series by the Board of Directors before any payment could be made to the holders
of Common Stock.

     The authorization of new shares of Preferred Stock will not, by itself,
have any effect on the rights of the holders of shares of Common Stock.
Nonetheless, the issuance of one or more series of Preferred Stock could affect
the holders of shares of the Common Stock in a number of respects, including the
following: (a) if voting rights are granted to any newly issued series of
Preferred Stock, the voting power of the Common Stock will be diluted, (b) the
issuance of Preferred Stock may result in a dilution of earnings per share of
the Common Stock, (c) dividends payable on any newly issued series of Preferred
Stock will reduce the amount of funds available for payment of dividends on the
Common Stock, (d) future amendments to the Company's Certificate of
Incorporation affecting the Preferred Stock may require approval by the separate
vote of the holders of the Preferred Stock or in some cases the holders of
shares of one or more series of Preferred Stock (in addition to the approval of
the holders of shares of the Common Stock) before action can be taken by the
Company, and (e) make more difficult or discourage an attempt to obtain control
of the Company by means of a merger, tender offer, proxy consent or otherwise.

     The Board of Directors has unanimously determined that the proposed
amendment to the Company's Certificate of Incorporation is in the best interest
of the Company and its stockholders. The Board of Directors therefore recommends
a vote FOR adoption of the proposed amendment to increase the number of
authorized shares of Preferred Stock that may be issued form 1,000,000 to
2,000,000 shares. The affirmative vote of the holders of at least a majority of
the issued and outstanding shares of the Company's Common Stock entitled to vote
at the Special Meeting is required to approve the amendment to the Certificate
of Incorporation. Officers and directors of the Company who own of record as of
the Record Date approximately 22% of the outstanding Common Stock have indicated
their intent to vote FOR the amendment to the Certificate of Incorporation.


                                      -3-




Recommendation

     THE BOARD BELIEVES THAT THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE
OF INCORPORATION IS IN THE BEST INTEREST OF THE COMPANY AND UNANIMOUSLY
RECOMMENDS A VOTE FOR ITS APPROVAL.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information as of the Record Date based on
the information obtained from the persons named below, with respect to the
beneficial ownership of Common Stock by (i) each person known by the Company to
be the beneficial owner of more than 5% of the Company's outstanding Common
Stock, (ii) each of the Company's Chief Executive Officer and the other
executive officers of the Company whose salary was in excess of $100,000 for the
fiscal year ended December 31, 1998, (iii) each director of the Company, and
(iv) all directors and executive officers of the Company as a group:




   
                                                           Amount and
            Name and                                       Nature of              Percentage of
           Address of                                      Beneficial              Outstanding
        Beneficial Owner(1)                                Ownership(2)           Shares Owned
---------------------------------------                    ------------           -------------
                                                                                
Stephen J. Cole-Hatchard                                    321,000(3)                 7.9
(Chief Executive Officer and Director)

Nicko Feinberg                                              321,000(4)                 8.1
(Vice President and Director)

Michael Olbermann                                           253,000(4)                 6.4
(Chief Operating Officer and Director)

Ronald Shapps (Director)                                    200,000                    5.1

Ronald Signore (Director)                                    67,400(5)                 1.7

Canadian Advantage Limited Partnership                      201,867(6)                 5.1

Aberdeen Avenue LLC                                         201,867(7)                 5.1

All directors and executive officers as a group
(seven persons)                                           1,222,400(8)                28.6
    



----------

(1) Unless otherwise indicated, the address of each of the persons listed is the
address of the Company, One Blue Hill Plaza, P.O. Box 1548, Pearl River, New
York 10965.

(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the Record Date. Each beneficial
owner's percentage ownership is determined by assuming that options and warrants
that are held by such person (but not held by any other person) and which are
exercisable within 60 days from the Record Date have been exercised. Unless
otherwise noted, the Company believes that all persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
beneficially owned by them.


                                      -4-




(3) Includes 144,000 shares held by the Cole-Hatchard Family Limited
Partnership, of which Mr. Cole-Hatchard is the general partner, and options to
purchase 124,000 shares of Common Stock. Does not include 20,000 shares held by
Mr. Cole-Hatchard's mother and brother and warrants to purchase 64,000 shares
held by Mr. Cole-Hatchard's mother.

(4) Includes 65,000 shares which may be purchased under immediately exercisable
options.

(5) Includes (i) warrants to purchase 39,200 shares of Common Stock held by The
Rough Group, of which Mr. Signore is a general partner, (ii) 3,200 shares of
Common Stock held by The Rough Group and (iii) 25,000 shares which may be
purchased under immediately exercisable options.

(6) Includes warrants to purchase 19,857 shares of Common Stock. The address of
Canadian Advantage Limited Partnership is c/o Thomson Kernaghan & Co. Ltd, 365
Bay Street, Toronto, Ontario M5H-2V2.

(7) Includes warrants to purchase 19,856 shares of Common Stock. The address of
Aberdeen Avenue LLC is c/o Thomson Kernaghan & Co. Ltd, 365 Bay Street, Toronto,
Ontario M5H-2V2.

   
(8) Includes exercisable options to purchase an aggregate of 363,200 shares of
Common Stock held by the directors and executive officers as a group.
    


                                OTHER INFORMATION

     Proxies for the Special Meeting will be solicited by mail and through
brokerage institutions and all expenses involved, including printing and
postage, will be paid by the Company. Proxies may also be solicited by
directors, officers or employees of the Company in person or by telephone,
telegram or other means. No additional compensation will be paid to such
individuals for these services..

     The Board is not aware of any other matters, except for those incident to
the conduct of the Special Meeting, that are to be presented to shareholders for
formal action at the Special Meeting. If, however, any other matters properly
come before the Special Meeting or any adjournments thereof, it is the intention
of the persons named in the proxy included herewith to vote such proxy in
accordance with their judgment.

                                                        By order of the Board
                                                        of Directors



                                                        Stephen J. Cole-Hatchard
                                                        Chief Executive Officer

   
November 24, 1999
    


                                      -5-



                      Frontline Communications Corporation
                               One Blue Hill Plaza
                                  P.O. Box 1548
                           Pearl River, New York 10965


   
      PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 6, 2000
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints STEPHEN J. COLE-HATCHARD and AMY
WAGNER-MELE, and each of them, Proxies, with full power of substitution in each
of them, in the name, place and stead of the undersigned, to vote at the Special
Meeting of the Stockholders of Frontline Communications Corporation (the
"Company") on January 6, 2000, at the Hilton Hotel, 500 Veterans Memorial Drive,
Pearl River, New York 10965 or at any adjournment or adjournments thereof,
according to the number of votes that the undersigned would be entitled to vote
if personally present, upon the following matters:
    


1.   Approval of Amendment to the Company's Certificate of Incorporation to
     Increase the Authorized Shares of Preferred Stock.

     |_|  FOR               |_|   AGAINST                      |_|   ABSTAIN

2.   In their discretion, the Proxies are authorized to vote upon such other
     business as may properly come before the meeting.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED ABOVE.


   
DATED: ________________________________
    

                                                   Please sign exactly as name
                                                   appears hereon. When shares
                                                   are held by joint tenants,
                                                   both should sign. When
                                                   signing as attorney,
                                                   executor, administrator,
                                                   trustee or guardian, please
                                                   give full title as such. 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.

                                                   -----------------------------
                                                            Signature

                                                   -----------------------------
                                                     Signature if held jointly


Please mark, sign, date and return this proxy card promptly using the enclosed
envelope.