Schedule 14A


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SCHEDULE 14A

(RULE 14A-101)
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:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission

Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INTERLAND, INC.

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(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:
(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 maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
INTERLAND, INC.

303 PEACHTREE CENTER AVENUE, SUITE 500

ATLANTA, GEORGIA 30303

---------------------
NOTICE OF 2003 ANNUAL MEETING OF SHAREHOLDERS

---------------------
To Our Shareholders:
Notice is Hereby Given that the 2003 Annual Meeting of Shareholders of

Interland, Inc., a Minnesota corporation ("Interland" or the "Company"), will be

held on July 1, 2003, at 10:00 a.m., Eastern time at the JW Marriott Hotel, 3300

Lenox Road, Atlanta, Georgia 30326, for the following purposes:
1. To elect directors to serve beginning at the expiration of the current

term ending on August 6, 2003 and continuing until their successors are elected

and qualified.
2. To transact such other business as may properly come before the meeting

or any adjournment(s) or postponement(s) thereof.
These items of business are more fully described in the proxy statement

accompanying this notice. Only shareholders of record at the close of business

on May 2, 2003 are entitled to notice of, and to vote at, the meeting or any

adjournment of the meeting.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.
All shareholders are cordially invited to attend the meeting in person.

Shareholders will be required to furnish proof of ownership of the Company's

common stock before being admitted to the meeting. Shareholders holding shares

in the name of a broker, bank or other nominee must bring a statement from the

broker, bank or nominee confirming their ownership of the Company's common

stock.
To ensure your representation at the meeting in the event you cannot

attend, you are urged to return a proxy as soon as possible. Shareholders may

vote, sign, date and return the enclosed proxy in the postage-prepaid envelope

provided. As an alternative to using the paper proxy to vote, shareholders may

vote electronically via the Internet or by telephone. Please see the proxy

statement for additional details. Shareholders attending the meeting may vote in

person, even if they have returned a proxy.
Financial and other information about the Company is contained in the

enclosed Annual Report and Form 10-K for the fiscal year ended August 31, 2002.
By Order of the Board of Directors,
/s/ Allen L. Shulman

Allen L. Shulman,

Corporate Secretary
Atlanta, Georgia

May 30, 2003
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN

AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE

SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
INTERLAND, INC.

303 PEACHTREE CENTER AVENUE, SUITE 500

ATLANTA, GEORGIA 30303

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PROXY STATEMENT
2003 ANNUAL MEETING OF SHAREHOLDERS

---------------------
GENERAL
The enclosed proxy is solicited on behalf of the board of directors of

Interland, Inc., a Minnesota corporation (the "Company"), for use at the annual

meeting of shareholders (the "Annual Meeting") to be held on July 1, 2003, at

10:00 a.m., Eastern Time, or at any adjournment or postponement of the meeting.

The meeting will be held at the JW Marriott Hotel, 3300 Lenox Road, Atlanta,

Georgia 30326. The purposes of the meeting are described in this proxy statement

and the accompanying Notice of 2003 Annual Meeting of Shareholders. This proxy

statement and the enclosed proxy are first being mailed on or about May 30, 2003

to all shareholders entitled to vote at the meeting. An Annual Report to

shareholders for the fiscal year ended August 31, 2002 is enclosed with this

proxy statement.
The Company's principal executive offices are located at 303 Peachtree

Center Avenue, Suite 500, Atlanta, Georgia 30303 and its telephone number is

(404) 720-8301.
VOTING OF PROXIES
By executing and returning the proxy either by returning the paper proxy or

by submitting your proxy by telephone or electronically via the Internet, you

are authorizing Joel J. Kocher and Allen L. Shulman to represent you and vote

your shares at the meeting according to your instructions.
Shareholders with shares held directly or in an account at a brokerage firm

may vote those shares by calling the telephone number or accessing the Internet

site referenced in your voting form. Votes submitted electronically by the

Internet or telephone must be received by midnight, Eastern Time, on June 30,

2003.
The Internet voting procedures are designed to authenticate shareholder

identities, to allow shareholders to give their voting instructions and to

confirm that the shareholders' instructions have been recorded properly.

Shareholders voting via the Internet should understand that there may be costs

associated with electronic access, such as usage charges from Internet access

providers and telephone companies, that must be born by the shareholder.
The giving of a proxy will not affect your right to vote in person should

you decide to attend the meeting. Shareholders holding shares in the name of a

broker or other nominee who wish to vote in person at the meeting must bring a

statement from the broker or nominee confirming ownership of the Company's

common stock.
REVOCABILITY OF PROXIES
A person giving a proxy may revoke it at any time before it is voted by

delivering to the Company a written notice of revocation or a duly executed

proxy bearing a later date or by attending the meeting and voting in person.

Please note, however that if a shareholder's shares are held of record by a

broker, bank or other nominee and that shareholder wishes to vote at the

meeting, the shareholder must bring to the meeting a statement from the broker,

bank or other nominee confirming that shareholder's beneficial ownership of

shares.
EXPENSES OF SOLICITING PROXIES
The Company will bear the cost of soliciting proxies. In addition, the

Company may reimburse brokerage firms and other persons representing beneficial

owners of shares for their expenses in forwarding solicitation materials to such

beneficial owners. The Company's directors, officers and employees may solicit

proxies personally or by telephone, facsimile, telegram or by electronic means

without additional compensation.
VOTING SECURITIES AND PRINCIPAL HOLDERS
RECORD DATE
Only shareholders of record at the close of business on May 2, 2003 (the

"Record Date") are entitled to notice of and to vote at the Annual Meeting.
OUTSTANDING SHARES
The Company has only one class of stock outstanding, the Company's common

stock, $0.01 par value per share. As of the Record Date, 150,290,541 shares of

common stock were issued and outstanding.
VOTING RIGHTS
Each shareholder is entitled to one vote for each share of common stock

held as of the Record Date for all matters. A majority of all votes eligible to

be cast is required to establish a quorum for the transaction of business at the

meeting. Shares that are voted "for", "against", "withhold" or "abstain" are

treated as present at the meeting for the purposes of establishing a quorum and

are also treated as shares entitled to vote at the meeting (the "Votes Cast")

with respect to each matter. Abstentions will have the same effect as votes

against a proposal. Broker non-votes will be counted for the purpose of

determining the presence or absence of a quorum for the transaction of business,

but will not be counted for the purpose of determining the number of Votes Cast

with respect to the particular proposal on which a broker has expressly not

voted. Thus, a broker non-vote will not affect the outcome of the voting on a

proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth ownership information with respect to the

common stock of the Company, as of May 2, 2003, with respect to (i) persons

known by the Company to beneficially own more than 5% of the Company's common

stock, (ii) each director of the Company, (iii) each Named Executive
2
Officer of the Company listed in the "Summary Compensation Table" below, and

(iv) all current directors and executive officers of the Company as a group:

INTERLAND, INC.

COMMON STOCK

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

AMOUNT AND NATURE PERCENT

OF BENEFICIAL OF

NAME OF BENEFICIAL OWNER OWNERSHIP(1) CLASS

------------------------ ----------------- -------
PAR Investment Partners, L.P.(2)............................ 20,000,000 13.3%

Wellington Management Company, LLP(3)....................... 13,155,900 8.8

Hartford Mutual Funds, Inc.(4).............................. 13,100,000 8.8

ICM Asset Management, Inc.(5)............................... 11,263,500 7.5

Blum Capital Partners, L.P.(6).............................. 8,000,000 5.3

Joel J. Kocher(7)........................................... 2,947,152 2.0

Robert T. Slezak(8)......................................... 868,500 *

Savino R. Ferrales(9)....................................... 596,915 *

Robert Lee(10).............................................. 268,666 *

David Buckel(11)............................................ 86,321 *

John B. Balousek(12)........................................ 77,666 *

Edward Shapiro(13).......................................... 20,000 *

Mark Alexander.............................................. -- --

Barbara Gibson.............................................. -- --

All current directors and executive officers as a Group (8

persons)(14).............................................. 4,778,899 3.2%
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* Less than 1%
1. Unless otherwise indicated below, the persons and entities named in the

table have sole voting and investment power with respect to all shares

beneficially owned, subject to community property laws where applicable.
2. Information is based in part on Schedule 13G filed on February 12, 2002 by

PAR Investment Partners, L.P. Represents 20,000,000 shares held by PAR

Investment Partners, L.P. ("PAR Investment"), of which PAR Group, L. P. is a

general partner. PAR Capital Management, Inc. provides investment management

services for PAR Investment. Edward L. Shapiro, who has served as a member

of the Board of Directors of Interland since March 2002, is a Vice President

and shareholder of PAR Capital Management, Inc., and a limited partner of

PAR Group, L.P. PAR Capital Management, Inc. is a reporting company under

the Exchange Act. The principal office for PAR Investment, PAR Group, L.P.

and PAR Capital Management, Inc. is One Financial Center, Suite 1600,

Boston, Massachusetts 02111.
3. Information is based on Schedule 13G filed February 13, 2003 by Wellington

Management Company, LLP, which acts as investment advisor with respect to

the shares and holds shared voting and shared dispositive power with respect

to the shares. According to that Schedule 13G, Hartford Capital Appreciation

HLS Fund, Inc. has the right to receive, or the power to direct the receipt

of, dividends from, or the proceeds from the sale of more than five percent

of the shares reported by Wellington Management. The 13,100,000 shares

beneficially owned by Hartford Mutual Funds, Inc. reported in the above

table are a component of Wellington Management Company, LLP's 13,155,900

also reported in the above table. Edward Shapiro is a director of Interland

and was a Vice President with Wellington Management. Wellington Management

is a registered investment company under the Investment Company Act of 1940.

The principal office of Wellington Management is 75 State Street, Boston,

Massachusetts 02109.
4. Information is based on Schedule 13G filed on February 7, 2003 by The

Hartford Mutual Funds, Inc. which is a registered investment company under

the Investment Company Act of 1940. According to
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the Schedule 13G, the Hartford Mutual Funds, Inc. has shared voting power

and shared dispositive power with respect to 13,100,000 shares and sole

voting power and sole dispositive power with respect to no shares. The

principal business office of The Hartford Mutual Funds, Inc. to 200

Hopmeadow Street, Simsbury, Connecticut 06089.
5. Information is based on Schedule 13G filed on January 31, 2003 by ICM Asset

Management, Inc., which specified the holdings of ICM Asset Management,

Inc., a registered investment advisor. The principal office for ICM Asset

Management, Inc. is W. 601 Main Avenue, Suite 600, Spokane, Washington

99201-0613. The Schedule 13G reports 11,263,500 shares having shared

dispositive power, 6,009,900 shares having shared voting power, and no share

with sole dispositive power or sole voting power.
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