DFAN14A 1 doc1.txt 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 (Amendment No. ) --- Filed by the Registrant [_] Filed by a Party other than the Registrant [x] Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [_] Definitive Proxy Statement [x] Definitive Additional Materials [_] Soliciting Material Pursuant to Sec.240.14a-12 CYBERNET INTERNET SERVICES INTERNATIONAL, INC. (Name of Registrant as Specified in its Charter) MFC BANCORP LTD. AND VENTEGIS CAPITAL AG (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check appropriate box): [x] No fee required. [_] 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: 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: MFC BANCORP LTD. AND VENTEGIS CAPITAL AG SUPPLEMENT TO PROXY STATEMENT OF MFC BANCORP LTD. AND VENTEGIS CAPITAL AG IN OPPOSITION TO THE BOARD OF DIRECTORS OF CYBERNET INTERNET SERVICES INTERNATIONAL, INC. ("CYBERNET") FOR RESCHEDULED 2001 ANNUAL MEETING OF CYBERNET STOCKHOLDERS TO BE HELD ON MARCH 12, 2002 To: Stockholders of Cybernet Internet Services International, Inc. A Notice of Annual Meeting, a Proxy Statement for the Annual Meeting (the "Proxy Statement"), and a Form of Proxy containing information about the matters to be acted upon at Cybernet's 2001 annual meeting of stockholders (the "Annual Meeting") was filed by MFC Bancorp Ltd. and Ventegis Capital AG with the U.S. Securities and Exchange Commission (the "SEC") on February 19, 2002 in opposition to the board of directors of Cybernet. On February 15, 2002, the Court of Chancery of the State of Delaware (the "Delaware Court") directed that the notice date for the Annual Meeting be 48 hours after Cybernet receives its final comments on its proxy material from the SEC and that the meeting date be eighteen days immediately thereafter. Pursuant to the Delaware Court's direction, the notice date for the Annual Meeting has been set by Cybernet for February 22, 2002 and the meeting date has been rescheduled from March 8 to March 12, 2002. The matters to be submitted for vote by stockholders at the rescheduled meeting on March 12, 2002, are described in the Proxy Statement. Yellow proxies previously submitted for the Annual Meeting will continue to be valid. Unless withdrawn, such yellow proxies will be voted in accordance with the instructions contained therein and in accordance with the Proxy Statement as supplemented hereby. Your vote is important so please sign, date, fax and mail your yellow proxy card at your earliest convenience to Marlene Bryl, of MFC Capital Partners AG, Charlottenstrasse 59, D-10117 Berlin, Germany or fax to (4930) 20 94 58 11. If you need assistance voting your shares or have any questions concerning the Proxy Statement, please call Marlene Bryl at (4930) 20 94 58 00. February 21, 2002