<PAGE> 1
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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Atlantic International Entertainment Ltd.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
<PAGE> 2
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
200 East Palmetto Park Road, Suite 200
Boca Raton, Florida 33432
October 9, 1998
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
NOTICE IS HEREBY GIVEN THAT the annual meeting of shareholders of Atlantic
International Entertainment, Ltd. (the "Corporation"), shall be held on November
6, 1998, at 10:00 a.m., Eastern time, in the Boca Raton Resort Hotel and Club at
501 East Camino Real, in the City of Boca Raton, Florida, 33432.
The shareholders will deliberate and take action on the following matters:
1. THE ELECT DIRECTORS TO SERVE FOR THE ENSUING YEAR OR UNTIL THEIR
RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED. THE NOMINEES
ARE NORMAN J. HOSKIN, RICHARD A. IAMUNNO, STEVEN BROWN, MARTIN V.
MCCARTHY, JEFFREY L. HURWITZ, DR. LEONARD HAIMES, AND MARCEL
GOLDING.
2. TO RATIFY THE APPOINTMENT OF MOORE STEPHENS, P.C., AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
1998.
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
The foregoing items of business are more fully described in the Proxy Statement
that accompanies this Notice.
The board of directors has fixed the close of business on September 29,
1998 as the shareholder of record date. Only those shareholders, which were
shareholders of record at the close of business on September 29, 1998, will be
entitled to vote in person or by proxy at the meeting or any adjournment
thereof.
All stockholders are cordially invited and encouraged to attend the Annual
Meeting. In any event, to ensure your representation at the Annual Meeting,
please carefully read the accompanying Proxy Statement which describes the
matters to be voted on at the meeting and sign, date, and return the enclosed
proxy card in the reply envelope provided. Should you receive more than one
proxy because your shares are registered in different names and addresses, each
proxy should be returned to assure that all of your shares will be voted. If you
attend the Annual Meeting and vote by ballot, your proxy will be revoked
automatically and only your vote at the Annual Meeting will be counted. The
prompt return of your proxy card will assist us in preparing for the Annual
Meeting.
We look forward to seeing you at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
of Atlantic International Entertainment, Ltd.
/s/ Norman J. Hoskin
Norman J. Hoskin
Chairman of the Board, Secretary,
and Treasurer
Dated: September 18, 1998
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. IN ANY EVENT, TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING YOU
ARE URGED TO VOTE, SIGN, AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
IN THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE.
<PAGE> 3
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
200 East Palmetto Park Road, Suite 200
Boca Raton, Florida 33432
October 9, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Atlantic International Entertainment, Ltd. (the
"Company" or "AIE") which will be held on November 6, 1998 at 10:00 a.m.,
Eastern standard time, in the Boca Raton Resort Hotel and Club at 501 East
Camino Real, in the City of Boca Raton, Florida, 33432.
At the Annual Meeting, you will be asked to consider and vote upon the
following proposals: (i) to elect seven (7) directors of the Company, and (ii)
to ratify the appointment of Moore Stephens, P.C., as independent accountants of
the Company for the fiscal year ending December 31, 1998.
The enclosed Proxy Statement more fully describes the details of the
business to be conducted at the Annual Meeting. After careful consideration, the
Company's Board of Directors has unanimously approved the proposals and
recommends that you vote FOR each such proposal.
After reading the Proxy Statement, please mark, date, sign, and return
the enclosed proxy card in the accompanying reply envelope as promptly as
possible but no later than November 6, 1998. If you decide to attend the Annual
Meeting and would prefer to vote in person, please notify the Secretary of the
Company that you wish to vote in person and your proxy will not be voted. YOUR
SHARES CANNOT BE VOTED UNLESS YOU SIGN, DATE, AND RETURN THE ENCLOSED PROXY OR
ATTEND THE ANNUAL MEETING IN PERSON.
A copy of the Company's 1997 Annual Report has been mailed concurrently
herewith to all stockholders entitled to notice of and to vote at the Annual
Meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely yours,
/s/ Richard A. Iamunno
Richard A. Iamunno
President and Chief Executive Officer
Boca Raton, Florida
September 18, 1998
- --------------------------------------------------------------------------------
IMPORTANT
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED POSTAGE-PREPAID RETURN ENVELOPE SO THAT IF YOU ARE
UNABLE TO ATTEND THE ANNUAL MEETING, YOUR SHARES MAY BE VOTED.
- --------------------------------------------------------------------------------
<PAGE> 4
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
TO BE HELD NOVEMBER 6, 1998
GENERAL
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Atlantic International Entertainment, Ltd., a
Delaware Corporation (the "Company" or "AIE"), of proxies to be voted at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held on November 6,
1998, or at any adjournment or postponement thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders. Stockholders of
record on September 29, 1998 will be entitled to vote at the Annual Meeting. The
Annual Meeting will be held at 10:00 a.m., Eastern standard time, at the Boca
Raton Resort Hotel and Club at 501 East Camino Real, in the City of Boca Raton,
Florida 33432.
It is anticipated that this Proxy Statement and the enclosed proxy card
will be first mailed to stockholders on or about October 9, 1998.
VOTING RIGHTS
The close of business on September 29, 1998 was the record date for
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. At the record date, the Company had approximately
10,840,184 shares of its Common Stock outstanding and entitled to vote at the
Annual Meeting, held by approximately 685 stockholders. Holders of Common Stock
are entitled to one vote for each share of Common Stock so held. In the election
of Directors, however, cumulative voting is authorized for all stockholders if
any stockholder gives notice at the meeting, prior to voting for the election of
Directors, of his or her intention to cumulate votes. Under cumulative voting, a
stockholder may cumulate votes and give to one nominee a number of votes equal
to the number of Directors to be elected (seven at this meeting) multiplied by
the number of votes to which such stockholder is entitled, or may distribute
such number among any or all of the nominees. The seven candidates receiving the
highest number of votes will be elected. The Board of Directors is soliciting
discretionary authority to vote proxies cumulatively. A majority of the shares
of Common Stock entitled to vote will constitute a quorum for the transaction of
business at the Annual Meeting.
If any stockholder is unable to attend the Annual Meeting, such
stockholder may vote by proxy. The enclosed proxy is solicited by the Company's
Board of Directors, (the "Board of Directors" or the "Board") and, when the
proxy card is returned properly completed, it will be voted as directed by the
stockholder on the proxy card. Stockholders are urged to specify their choices
on the enclosed proxy card. If a proxy card is signed and returned without
choices specified, in the absence of contrary instructions, the shares of Common
Stock represented by such proxy will be voted FOR Proposals 1 and 2 and will be
voted in the proxy holders' discretion as to other matters that may properly
come before the Annual Meeting.
An affirmative vote of a plurality of the shares present or represented
at the meeting and entitled to vote is required for the election of directors.
An affirmative vote of a majority of the shares present or represented at the
meeting and entitled to vote is required for the ratification of appointment of
Moore Stephens, P. C. as independent accountants of the Company. An automated
system administered by the Company's transfer agent tabulates stockholder votes.
Abstentions and broker non-votes each are included in determining the presence
or absence of a quorum, and each is tabulated separately. Abstentions are
counted as negative votes, whereas broker non-votes are not counted for purposes
of determining whether Proposals 1 or 2 presented to stockholders have been
approved.
<PAGE> 5
REVOCABILITY OF PROXIES
Any person giving a proxy has the power to revoke it at any time before
its exercise. A proxy may be revoked by filing with the Secretary of the Company
an instrument of revocation or a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.
SOLICITATION OF PROXIES
The Company will bear the cost of soliciting proxies. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
to forward to such beneficial owners. The Company may reimburse such persons for
their costs of forwarding the solicitation material to such beneficial owners.
The original solicitation of proxies by mail may be supplemented by solicitation
by telephone, telegram, or other means by directors, officers, employees or
agents of the Company. No additional compensation will be paid to these
individuals for any such services. Except as described above, the Company does
not intend to solicit proxies other than by mail.
THE ANNUAL REPORT OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31,
1997, HAS BEEN MAILED CONCURRENTLY WITH THE MAILING OF THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT TO ALL STOCKHOLDERS ENTITLED TO NOTICE OF AND TO
VOTE AT THE ANNUAL MEETING. THE ANNUAL REPORT IS NOT INCORPORATED INTO THIS
PROXY STATEMENT AND IS NOT CONSIDERED PROXY SOLICITING MATERIAL.
2
<PAGE> 6
- --------------------------------------------------------------------------------
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
At the Annual Meeting, seven directors (constituting the entire board)
are to be elected to serve until the next Annual Meeting of Stockholders and
until a successor for such director is elected and qualified, or until the
death, resignation, or removal of such director. It is intended that the proxies
will be voted for the seven nominees named below for election to the Company's
Board of Directors unless authority to vote for any such nominee is withheld.
There are seven nominees, each of whom is currently a director of the Company.
All of the current directors were elected to the Board by the stockholders at
the last annual meeting. Each person nominated for election has agreed to serve
if elected, and the Board of Directors has no reason to believe that any nominee
will be unavailable or will decline to serve. In the event, however, that any
nominee is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who is designated by the
current Board of Directors to fill the vacancy. Unless otherwise instructed, the
proxy holders will vote the proxies received by them FOR the nominees named
below. The seven candidates receiving the highest number of the affirmative
votes of the shares entitled to vote at the Annual Meeting will be elected
directors of the Company. The proxies solicited by this Proxy Statement may not
be voted for more than seven nominees.
NOMINEES
Set forth below is information regarding the nominees to the Board of Directors.
<TABLE>
<CAPTION>
POSITION(S) WITH THE FIRST ELECTED
NAME COMPANY AGE DIRECTOR
- ---- -------------------- --- -------------
<S> <C> <C> <C>
Norman J. Hoskin Chairman of the Board, 64 July of 1996
Secretary, and Treasurer
Richard A. Iamunno President, Chief Executive 41 July of 1996
Officer, and Director
Steven D. Brown Director 51 July of 1996
Dr. Leonard Haimes Director 70 October of 1997
Martin V. McCarthy Director 42 March of 1998
Jeffrey L. Hurwitz Director 42 March of 1998
Marcel Golding Director 38 August of 1998
</TABLE>
3
<PAGE> 7
BUSINESS EXPERIENCE OF NOMINEES FOR ELECTION AS DIRECTORS
NORMAN J. HOSKIN has served as the Chairman of the Board, Secretary and
Treasurer since July 16, 1996 and served as Chairman of the Board, Secretary and
Treasurer of Atlantic since its inception in 1994. Mr. Hoskin served as Senior
Vice President of Rentar Industries Group from 1972 to 1982, one of the largest
transportation, warehousing and banking conglomerates in the United States. Mr.
Hoskin was former Chairman of the Board of Tapistron International and Director
and Officer of Trinitech System, Consolidated Technologies, Spintek Gaming and
American Artists Corporation. Mr. Hoskin is also a Director and Secretary of
Aqua Care Systems.
RICHARD A. IAMUNNO has served as a Director, the Chief Executive
Officer and President since July 16, 1996 and served as a Director, the Chief
Executive Officer and President of Atlantic since its inception in 1994. Prior
to starting the Company, Mr. Iamunno was President of Ameristar International,
an investment-banking firm that provided European-based companies with merger
assistance into the U.S. public marketplace. Mr. Iamunno's business experience
includes positions as Senior Director of Marketing and Vice President of Western
Union Corporation. Mr. Iamunno has in the past served as a Director of Tapistron
International, as a Director and officer of Trinitech Systems, Inc. Mr. Iamunno
earned his Business degree from Drake University in Des Moines, Iowa.
STEVEN D. BROWN was appointed a Director of the Company on July 16,
1996. Mr. Brown is the Chairman of American Artists Film Corporation, A
Georgia-based public Company. Since 1989, Mr. Brown has been active in the
development of feature film projects, through Movie America Corporation, a
Georgia corporation which Mr. Brown helped organize and for which he served as
President and Director until leaving that Company in 1991 to found American
Artists Film Corporation.
DR. LEONARD HAIMES was appointed Director of the Company in October of
1997. Since 1985, Dr. Haimes has been the Medical Director at the Haimes Centre
Clinic in Boca Raton, Florida. As an expert in alternative care & medicine, Dr.
Haimes is an often featured media speaker in the United States and
Internationally. Dr. Haimes was formally the Chief of Staff of the Nevada Clinic
of Preventative Medicine. Dr. Haimes has a medical degree from Hahnemann Medical
College in Philadelphia, PA.
MARTIN V. McCarthy was appointed a Director of the Company in March of
1998. Mr. McCarthy was the President and CEO of IDD Enterprises, L.P. The
Company was recently sold to Dow Jones and Company. Mr. McCarthy has been a
pioneer in the online world for almost two decades. He has led organization of
scale that have created, commercialized and deployed leading edge technologies
in the areas of communications, information services and transactions. Prior to
joining IDD in 1988, Mr. McCarthy served as Vice President of Office Message and
Information Services at Western Union and was the youngest corporate officer in
the firm's 130 year history. Mr. McCarthy has an MBA from Harvard University.
JEFFREY L. HURWITZ was appointed a Director of the Company in March of
1998. Mr. Hurwitz had been the Managing Director of South African based Clinic
Holdings since 1987. While at Clinic Holdings, the Company grew to 26 Hospitals
with annual turnover of over $370,000,000. In November 1997 Mr. Hurwitz left
Clinic Holdings under the terms of Agreement of Sale of the Company. Prior to
Clinic Holdings Mr. Hurwitz was employed as a Chartered Accountant with Deloitte
& Touche. Mr. Hurwitz graduated from the University of Witwatersrand in South
Africa with degrees in Commerce and Accounting.
MARCEL GOLDING was appointed a Director of the Company in August of
1998. Mr. Golding is Chairman of Hosken Consolidated Investments (HCI) and
Softline Holdings, as well as being a Director of JCI and Global Capital, which
are all listed companies on the Johannesburg Stock Exchange. In addition, he was
the founding chairman of the Mineworkers Investment Company (linked to the
National Union of Mineworkers), one of the two pioneering trade union investment
companies in South Africa. He was elected the first Deputy General Secretary of
the union in 1987 at the age of 26, and was re-elected on three additional
occasions to this post of the Country's largest trade union. From 1994 to 1997
he served as a Member of Parliament, where he chaired the Minerals and Energy
Committee and the Audited Commission, the oversight committee of the office of
the Auditor-General. Mr. Golding holds a post graduate degree from the
University of Cape Town.
4
<PAGE> 8
BOARD MEETINGS AND COMMITTEES
The Board held four (4) meetings during the year ended December 31,
1997. In addition, from time to time during such year, the members of the Board
acted by unanimous written consent. Each member of the Board of Directors, who
served during all of fiscal 1997, attended or participated in more than
seventy-five (75%) or more of the aggregate of (i) the total number of meetings
of the Board of Directors held during the fiscal year and (ii) the total number
of meetings held by all committees on which such director served during the past
fiscal year. There are no family relationships among executive officers or
directors of the Company. The Board of Directors has an Audit Committee and a
Compensation Committee. The entire Board of Directors performs the typical
functions of such committees.
The Audit Committee of the Board of Directors held one (1) meeting
during fiscal 1997. The Audit Committee, which is currently comprised of Norman
Hoskin, Jeff Hurwitz and Dr. Leonard Haimes recommends engagement of the
Company's independent accountants, approves services performed by such
accountants and reviews and evaluates the Company's accounting system and its
system of internal controls.
The Compensation Committee of the Board of Directors held one (1)
meeting during fiscal 1997 and approved grants of options by written consent on
a monthly basis. The Compensation Committee, which is currently comprised of
Steve Brown and Martin McCarthy, has overall responsibility for the Company's
compensation policies and determines the compensation payable to the Company's
executive officers, including their participation in certain of the Company's
employee benefit and stock option plans.
DIRECTOR COMPENSATION
The Company does compensate directors and executive officers of the
Company for service on the Board of Directors. Directors and executive officers
receive $1,500 per meeting and are reimbursed for their expenses incurred in
attending meeting of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF ALL OF THE ABOVE NOMINEES.
5
<PAGE> 9
- --------------------------------------------------------------------------------
PROPOSAL NO. 2:
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
The Company is asking the stockholders to ratify the selection of Moore
Stephens, P.C. as the Company's independent public accountants for the fiscal
year ending December 31, 1998. The affirmative vote of the holders of a majority
of the shares represented and voting at the Annual Meeting will be required to
ratify the selection of Moore Stephens, P.C.
In the event the stockholders fail to ratify the appointment, the Audit
Committee of the Board of Directors will consider it as a direction to select
other auditors for the subsequent year. Even if the selection is ratified, the
Board of Directors in its discretion may direct the appointment of a different
independent accounting firm at any time during the year if the Board of
Directors determines that such a change would be in the best interest of the
Company and its stockholders.
On January 30, 1997, the Board of Directors of the Company dismissed
Buchbinder Tunick & Company LLP as independent accountants to the Company and on
March 5, 1997 appointed Moore Stephens, P.C. as the new independent accountants
to the Company. Buchbinder Tunick & Company LLP has not reported on any of the
Company's financial statements. Since, December 19, 1996 (the date on which
Buchbinder Tunick & Company LLP was engaged as the Company's independent
accountants), there were no disagreements between the Company and Buchbinder
Tunick & Company LLP on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Buchbinder Tunick &
Company LLP would have caused Buchbinder Tunick & Company LLP to make a
reference to the subject matter of the disagreements in connection with its
reports.
Moore Stephens, P.C. has audited the Company's financial statements for
the year ended December 31, 1997. Its representatives are expected to be present
at the Annual Meeting and will have the opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
PROPOSAL TO RATIFY THE SELECTION OF MOORE STEPHENS, P.C., TO SERVE AS THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
1998.
6
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of June 30, 1998 by (i) all persons
known by the Company to be beneficial owners of five percent (5%) or more of its
outstanding Common Stock, (ii) each director of the Company and each nominee for
director, (iii) the Chief Executive Officer and officers of the Company serving
as such as of the end of the last fiscal year whose compensation for such year
was in excess of $100,000, and (iv) all executive officers and directors of the
Company as a group. As of June 30, 1998, there were outstanding 10,840,184
shares of the Common Stock of the Company.
<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL OWNERSHIP
-----------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(2) NUMBER OF SHARES PERCENT OF CLASS
- --------------------------------------- ---------------- ----------------
<S> <C> <C>
Norman J. Hoskin 1,115,935 11.53%
Richard A. Iamunno 1,133,270 11.71%
Steven D. Brown 50,000 *0.52%
Martin V. McCarthy 10,000 *0.10%
Jeffrey L. Hurwitz N/A
Dr. Leonard Haimes 8,333 *0.09%
Marcel Golding N/A ____
The AWIXA Trust 1,161,536 12.0%
C/o Mello, Hollis, Jones & Martin
31 Church Street
Hamilton, Bermuda
The Kunni Lemmel Trust 1,154,868 11.94%
C/o Mello, Hollis, Jones & Martin
31 Church Street
Hamilton, Bermuda
All Officers and Directors as a Group 2,317,538 23.95%
(5 persons)
</TABLE>
*Less than 1% of the outstanding Common Stock
(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock. The number of shares beneficially owned includes Common Stock,
of which such individual has the right to acquire beneficial ownership
either currently or within 60 days after September 29, 1998, including,
but not limited to, upon the exercise of an option. Beneficial
ownership has been determined in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934.
(2) Unless otherwise indicated, all addresses are at the Company's office
at 200 East Palmetto Park Rd., Suite 200, Boca Raton, Florida 33432.
7
<PAGE> 11
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than ten percent
(10%) stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based upon (i) the copies of Section 16(a) reports which the Company
received from such persons for their 1997 fiscal year transactions in the Common
Stock and their Common Stock holdings, and (ii) the written representations
received from one or more of such persons that no annual Form 5 reports were
required to be filed by them for the 1997 fiscal year, the Company believes that
all executive officers and Board members complied with all their reporting
requirements under Section 16(a) for such fiscal year.
FORM 10-KSB
THE COMPANY FILED AN ANNUAL REPORT ON FORM 10-KSB WITH THE SECURITIES
AND EXCHANGE COMMISSION ON OR ABOUT MAY 20, 1998. STOCKHOLDERS MAY OBTAIN A COPY
OF THIS REPORT, WITHOUT CHARGE, BY WRITING TO ATLANTIC INTERNATIONAL
ENTERTAINMENT, LTD., ATTN: CHIEF FINANCIAL OFFICER, AT THE COMPANY'S PRINCIPAL
EXECUTIVE OFFICES LOCATED AT 200 EAST PALMETTO PARK ROAD, SUITE 200, BOCA RATON,
FLORIDA 33432.
8
<PAGE> 12
EXECUTIVE COMPENSATION AND RELATED INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION (1)
The following table provides certain summary information concerning the
compensation earned, by (i) the Company's Chief Executive Officer for services
rendered in all capacities to the Company and its subsidiaries for each of the
last three fiscal years. Such individuals will be hereafter referred to as the
Named Executive Officers. No other executive officer who would have otherwise
been includible in such table on the basis of salary and bonus earned for the
1997 fiscal year has resigned or terminated employment during that fiscal year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE LONG-TERM
------------------------------------------------------------------------
NAME AND
PRINCIPAL POSITION YEAR SALARY($) BONUS($)
------------------ ---- --------- --------
<S> <C> <C> <C>
Richard A. Iamunno................... 1998 $144,000 --
President and Chief 1997 $91,000 $75,700
Executive Officer 1996 (2)$63,000 --
Norman J. Hoskin..................... 1998 $144,000 --
Chairman of the Board, Secretary, 1997 $91,000 $75,700
and Treasurer 1996 (2)$63,000 --
</TABLE>
- ----------
(1) The columns for "Other Annual Compensation" and "Long-term
Compensation" have been omitted, as there is no compensation required
to be reported in such columns. The aggregate amount of perquisites and
other personal benefits did not exceed the lesser of $50,000 or 10% of
the total of salary and bonus. In addition, the Option Grants in Last
Year Table and Aggregated Option Exercises in Last Year and Year End
Option Values Table have been omitted as the above named executive
officer was not granted any options during the last year and owns no
options.
(2) Represents salary paid for services rendered as an executive of
Atlantic International Capital, Ltd., a wholly-owned subsidiary of the
Company.
STOCK OPTIONS
On January 1, 1997, the Company adopted an Incentive Stock Option Plan
for Employees, Directors, Consultants, and Advisors (the "Plan"). The Plan will
expire December 31, 2006 unless further extended by appropriate action of the
Board of Directors. Employees, directors, consultants and advisors of the
Company, or any of its subsidiary corporations, are eligible for participation
in the Plan. The Plan provides for stock to issued pursuant to options granted
and shall be limited to 250,000 shares of Common Stock, $.001 par value. The
shares have been reserved for issuance in accordance with the terms of the Plan.
The exercise of these options may be for all or any portion of the option and
any portion not exercised will remain with the holder until the expiration of
the option period. The options granted in 1997 expire on December 23, 2002.
9
<PAGE> 13
The following table contains information concerning the stock option
grants made to each of the named executive officers and employees for fiscal
1997.
INDIVIDUAL GRANTS (1)
<TABLE>
<CAPTION>
Number of
Securities % of Total Options
Underlying Options Granted to Employees Exercise Price
Name Granted (#) in Fiscal Year ($/Sh)(3) Expiration Date
--------------------- --------------------- ----------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Norman Hoskin 50,000 28.57% $3.25 12/23/02
Richard Iamunno 50,000 28.57% $3.25 12/23/02
David Halaburda 50,000 28.57% $3.25 12/23/02
Eithne Keane 25,000 14.28% $3.25 12/23/02
</TABLE>
The Company applies Accounting Principles Board Option No. 25,
Accounting for Stock Issued to Employees, and related interpretations, for stock
options issued to employees in accounting for its stock option plans. The
exercise price of certain options issued during 1997 was the market price at the
date of grant. Accordingly, no compensation expense has been recognized for the
Company's stock-based compensation plans for the fiscal year 1997.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
establishing the base salary and incentive cash bonus programs for the Company's
executive officers and other key employees and administering certain other
compensation programs for such individuals, subject in each instance to review
by the full Board. The Compensation Committee also has the exclusive
responsibility for the administration of the Company's 1997 Stock Option Plan
under which grants may be made to executive officers and other key employees.
The Compensation Committee is comprised of the entire Board of Directors.
GENERAL COMPENSATION POLICY
The overall policy of the Compensation Committee is to provide the
Company's executive officers and other key employees with competitive
compensation opportunities based upon their contribution to the financial
success of the Company and their personal performance. It is the Compensation
Committee's objective to have a substantial portion of each officer's
compensation contingent upon the Company's performance as well as upon the
officer's own level of performance. Accordingly, the compensation package for
each executive officer and key employee is comprised of three elements: (i) base
salary which reflects individual performance and is designed primarily to be
competitive with salary levels in effect at companies within and outside the
industry with which the Company competes for executive talent, (ii) annual
variable performance awards payable in cash and tied to the Company's
achievement of financial and individual performance targets, and (iii)
stock-based incentive awards which strengthen the mutuality of interests between
the executive officers and the Company's stockholders.
LONG-TERM INCENTIVE AND PENSION PLANS
The Company does not have any long-term incentive or defined benefit
pension plans.
OTHER
No Director or Executive Officer is involved in any material legal
proceeding in which he is a party adverse to the Company or has a material
interest adverse to the Company.
10
<PAGE> 14
EMPLOYEMENT CONTRACTS, TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL AGREEEMENTS
The Company currently has employment agreements with Messrs. Iamunno
and Hoskin pursuant to which they will continue to serve as the Company's
President and Chief Executive Officer, Chairman of the Board, Secretary, and
Treasurer respectively. It is anticipated that as compensation for their
services, the Company will pay Messrs. Iamunno and Hoskin base salaries of
$144,000 each per annum, respectively which shall be subject to annual increases
of 10%. The agreements will continue for two years and will expire in the year
2000. Other than the aforementioned agreements, the Company has not entered into
any other employment agreement with any of its officers, directors, or any other
persons and no such agreements are anticipated in the immediate future.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to publicly-held companies for compensation paid to
certain executive officers, to the extent that compensation exceeds $1 million
per officer in any year. The compensation paid to the Company's executive
officers for the 1997 fiscal year did not exceed the $1 million limit per
officer, and it is not expected the compensation to be paid to the Company's
executive officers for the 1998 fiscal year will exceed that limit. Because it
is very unlikely that the cash compensation payable to any of the Company's
executive officers in the foreseeable future will approach the $1 million limit,
the Compensation Committee has decided at this time not to take any other action
to limit or restructure the elements of cash compensation payable to the
Company's executive officers. The Compensation Committee will reconsider this
decision should the individual compensation of any executive officer ever
approach the $1 million level.
11
<PAGE> 15
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock has been quoted on the NASDAQ, OTC Bulletin
Board since July 25, 1996. Prior to July 25, 1996, the Company believes that its
Common Stock last traded in a public market in approximately 1987. The Company's
current symbol is "AIEE".
The following table sets forth, for the periods indicated the highest
and lowest bid prices for the Common Stock, as reported by the NASDAQ OTC
Bulletin Board. The prices reported reflect inter-dealer prices, without retail
mark-up, markdown or commission, and may not reflect actual transactions. The
prices have been adjusted to reflect a 3 for 1 reverse split of the Company's
Common Stock in November 1996.
<TABLE>
<CAPTION>
CALENDAR 1997 HIGH LOW
------------- ---- ---
<S> <C> <C>
First Quarter 10 1.5
Second Quarter 8.25 1.468
Third Quarter 5.25 3.25
Fourth Quarter 5.25 2.75
CALENDAR 1998 HIGH LOW
------------- ---- ---
First Quarter 4.87 3.0
Second Quarter 4.34 3.63
</TABLE>
As of SEPTEMBER 29, 1998, there were approximately 340 (PENDING
TABULATION) holders of record of the Company's Common Stock. This number does
not include an indeterminate number of shareholders whose shares are held by
brokers in "street name".
The Company has not paid any cash dividends on the Common Stock in the
past and the Board of Directors does not anticipate declaring any cash dividends
on the Common Stock in the foreseeable future. The Company currently intends to
utilize any earnings it may achieve for the development of its business and
working capital purposes.
CERTAIN TRANSACTIONS
The Company believes that all of the transactions set forth above were
made on terms no less favorable to the Company than could have been obtained
from unaffiliated third parties. The Company intends that all future
transactions, including loans, between the Company and its officers, directors,
principal stockholders and their affiliates be approved by a majority of the
Board of Directors, including a majority of the independent and disinterested
outside directors on the Board of Directors, and be on terms no less favorable
to the Company than could be obtained from unaffiliated third parties.
12
<PAGE> 16
OTHER BUSINESS
The Board of Directors knows of no other business that will be
presented for consideration at the Annual Meeting. If other matters are properly
brought before the Annual Meeting, however, it is the intention of the persons
named in the accompanying proxy to vote the shares represented thereby on such
matters in accordance with their best judgment.
The enclosed proxy gives the Proxy Committee discretionary authority to
vote your shares in accordance with its best judgment with respect to all
additional matters which might come before the annual meeting. In addition to
the scheduled items of business, the meeting may consider stockholder proposals
omitted from the Proxy Statement and form of proxy pursuant to the Proxy Rules
of the Securities and Exchange Commission and matters related to the conduct of
the meeting. At the time this Proxy Statement went to press, the Board of
Directors was not aware of any such matter, which would be presented for action
at the meeting.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's Annual Meeting of stockholders to be held in 1999 must be received by
on or before April 1, 1999 in order to be included in the proxy statement and
proxy relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
of Atlantic International Entertainment, Ltd.
/s/ Norman J. Hoskin
Norman J. Hoskin
Chairman of the Board, Secretary,
and Treasurer
September 29, 1998
IMPORTANT
IF YOU ARE GOING TO VOTE BY MAIL, WE ENCOURAGE YOU TO SPECIFY YOUR
CHOICES BY MARKING THE APPROPRIATE BOXES ON THE ENCLOSED PROXY CARD. HOWEVER,
YOU DO NOT NEED TO MARK ANY BOXES IF YOU WISH TO VOTE ACCORDING TO THE BOARD OF
DIRECTORS' RECOMMENDATIONS; JUST SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED
ENVELOPE. IF YOU ARE GOING TO VOTE YOUR PROXY BY TELEPHONE OR THE INTERNET,
SIMPLY FOLLOW THE INSTRUCTIONS ON THE ENCLOSED FORM. THANK YOU FOR YOUR
COOPERATION AND YOUR PROMPT RESPONSE.
13
<PAGE> 17
APPENDIX A
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 6, 1998
The undersigned shareholder(s) hereby appoints Richard A. Iamunno, President
of the Corporation, or in lieu of the foregoing, Norman J. Hoskin, Secretary of
the Corporation, and each of them, each with the power of substitution,
authorized to represent and to vote the stock of the undersigned at the Annual
Meeting of its stockholders to be held on November 6, 1998 and any adjournments
thereof.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
MARK THIS BOX IF AN ADDRESS CHANGE OR COMMENT HAS BEEN NOTED ON THE REVERSE SIDE
OF THIS CARD. [ ]
RECORD DATE SHARES:
THE BOARD OF DIRECTORS RECOMMENDS VOTE FOR THE PROPOSALS.
1. Election of Directors: Norman J. Hoskin, Richard A. Iamunno, Steven Brown,
Marcel Golding, Martin V. McCarthy, Jeffrey L.
Hurwitz, and Dr. Leonard Haimes
FOR [ ] WITHHOLD [ ] FOR EXCEPT [ ]
To withhold authority to vote for any individual nominee while voting for the
remainder, write this nominees name in the space following:
- --------------------------------------------------------------------------------
2. Appointment of Moore Stephens, P.C., as independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
CONTINUED AND TO BE SIGNED ON REVERSE
3. VOTED on such matters as may properly come before the Meeting of any
adjournment thereof.
THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON THIS
CARD. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE
YOUR SHARES FOR THE PROPOSALS ON THE REVERSE SIDE.
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
NOTE: Please sign as name appears.
Joint owners should each sign.
Dated: , 1998
--------------------
-----------------------------------
Signature of Shareholder
-----------------------------------
Co-owners sign here
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF
SIGNER IS A CORPORATION, PLEASE
SIGN WITH THE FULL CORPORATION NAME
BY DULY AUTHORIZED OFFICER OR
OFFICERS.
