<PAGE> 1
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
DEFINITIVE PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
[X] Filed by the Registrant
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
BIG CITY BAGELS, INC.
- --------------------------------------------------------------------------------
Name of Registrant as Specified in its Charter
- --------------------------------------------------------------------------------
(Name(s) 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)(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 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
09-11(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:
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<PAGE> 2
BIG CITY BAGELS, INC.
620 JOHNSON AVENUE
BOHEMIA, NEW YORK 11716
December 2, 1999
Dear Shareholder,
You are cordially invited to attend a Special Meeting of shareholders of
Big City Bagels, Inc. (the "Company") to be held on December 30, 1999, at the
offices of counsel to the Company, Feder, Kaszovitz, Isaacson, Weber, Skala &
Bass LLP, 750 Lexington Avenue, New York, NY 10022, commencing at 11:00 a.m.,
Eastern Standard Time. The matters to be considered and voted upon at this
meeting are of great importance to your investment in, and to the future of, the
Company.
At the Special Meeting, the Company's Shareholders will be asked to
consider and vote upon amending the Company's Certificate of Incorporation to
(i) increase the aggregate number of the Company's common stock, par value $.001
per share, from 25,000,000 shares to 200,000,000 shares and (ii) to change the
name of the Company from Big City Bagels, Inc. to VillageWorld.com, Inc. The
Board of Directors has unanimously approved the foregoing amendments and
recommends that you vote FOR approval of the increase in the Company's
authorized shares and the name change.
The affirmative vote of holders of a majority of the votes cast by the
holders of shares of the Company's common stock entitled to vote is required to
approve the increase in the Company's authorized shares and to approve the name
change. Whether or not you plan to attend the Special Meeting in person and
regardless of the number of shares you own, your representation and vote are
very important. Accordingly, please complete, date and sign the enclosed proxy
card and promptly return it in the enclosed envelope (which requires no postage
if mailed in the United States). If you attend the meeting, you may vote in
person if you wish, even though you have previously returned your proxy.
We look forward to seeing you at the meeting.
Very truly yours,
Peter Keenan
President
<PAGE> 3
BIG CITY BAGELS, INC.
620 JOHNSON AVENUE
BOHEMIA, NEW YORK 11716
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 30, 1999
The Special Meeting of Shareholders of BIG CITY BAGELS, INC. (the
"Company") will be held at the offices of counsel to the Company, Feder,
Kaszovitz, Isaacson, Weber, Skala & Bass LLP, on December 30, 1999, at 11:00
a.m. Eastern Standard Time, to consider and act upon the following matters:
1. To amend the Company's Certificate of Incorporation increasing the
number of authorized shares of the Company's common stock, par value
$.001 per share, from 25,000,000 shares to 200,000,000 shares.
2. To amend the Company's Certificate of Incorporation, changing the name
of the Company from Big City Bagels, Inc. to VillageWorld.com, Inc.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
Shareholders of record as of the close of business on November 11, 1999,
will be entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof. The stock transfer books of the Company will remain open.
By Order of the Board of Directors
By: /s/ DAVID A. LEVI
------------------------------------
David A. Levi,
Secretary
Bohemia, New York
December 2, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. YOU MAY REVOKE THE PROXY AT ANY TIME
BEFORE THE AUTHORITY GRANTED THEREIN IS EXERCISED.
<PAGE> 4
BIG CITY BAGELS, INC.
620 JOHNSON AVENUE
BOHEMIA, NEW YORK 11716
PROXY STATEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 30, 1999
This Proxy Statement and accompanying form of proxy is furnished in
connection with the solicitation of proxies by the Board of Directors of Big
City Bagels, Inc. (the "Company") for use at a Special Meeting of Shareholders
to be held on December 30, 1999, at the offices of counsel to the Company,
Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP, 750 Lexington Avenue, New
York, New York 10022, at 11:00 a.m. Eastern Standard Time, and at any
adjournment of that meeting (the "Special Meeting") to consider and vote upon
the proposal to amend the Company's Certificate of Incorporation by (i)
increasing the number of shares of authorized common stock of the Company, par
value $.001 per share (the "Common Stock"), from 25,000,000 shares to
200,000,000 shares; and (ii) changing the name of the Company from Big City
Bagels, Inc. to VillageWorld.com, Inc. All proxies will be voted in accordance
with a shareholder's instructions and, if no choice is specified, the proxies
will be voted in favor of the matters set forth in the accompanying Notice of
Meeting. Any proxy may be revoked by a shareholder at any time before it is
exercised by delivery of written revocation or a subsequently dated proxy to the
Secretary of the Company or by voting in person at the Special Meeting.
The Company intends to mail this Proxy Statement and accompanying form of
proxy to shareholders on or about December 3, 1999.
VOTING SECURITIES AND VOTES REQUIRED
The Board of Directors has fixed the close of business on November 11,
1999, as the record date for the determination of shareholders of the Company
who are entitled to receive notice of, and to vote at, the Special Meeting. Only
shareholders of record at the close of business on that date will be entitled to
vote at the Special Meeting or any and all adjournments thereof. As of November
11, 1999, the Company had issued and outstanding 16,704,036 shares of Common
Stock. Such figure does not include 70,124,976 shares of Common Stock issuable
upon conversion (at a rate of 138-to-1) of 508,152 outstanding shares of Class B
Preferred Stock of the Company. Each shareholder of the Company will be entitled
to one vote for each share of Common Stock registered in his or her name on the
record date.
The affirmative vote of the holders of a majority of the votes cast by the
holders of shares of Common Stock entitled to vote is required to amend the
Company's Certificate of Incorporation to increase the number of shares of
Common Stock which the Company shall have authority to issue and to change the
name of the Company to VillageWorld.com, Inc. Shares of Common Stock represented
in person or by proxy (including shares which abstain or do not vote for any
reason with respect to one or more of the matters presented for stockholder
approval) will be counted for purposes of determining whether a quorum is
present at the Special Meeting.
Abstentions will be treated as shares that are present and entitled to vote
for purposes of determining the number of shares present and entitled to vote
with respect to any particular matter, but will not be counted as a vote in
favor of such matter. Accordingly, an abstention from voting on a matter has the
same legal effect as a vote against the matter. If a broker or nominee holding
stock in "street name" indicates on the proxy that it does not have
discretionary authority to vote as to a particular matter ("broker non-votes"),
those shares will not be considered as present and entitled to vote with respect
to such matter. Accordingly, a broker non-vote on a matter has no effect on the
voting on such matter.
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information, as of November 11, 1999, based
upon information obtained from the persons named below, regarding beneficial
ownership of the Company's Common Stock by (i) each current director of the
Company, (ii) each person who is known by the Company to own beneficially more
than 5% of the outstanding shares of its Common Stock, and (iii) all executive
officers and directors of the Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
BENEFICIAL OWNER (1)(A) BENEFICIALLY OWNED (2) OF CLASS (2)
- ----------------------- ---------------------- ------------
<S> <C> <C>
Nelson Braff................................................ 161,000 (*)
c/o Perrin, Holden and Davenport Capital Corp.
5 Hanover Square
New York, NY 10004
Edilberto R. Enriquez....................................... 0 0
Hector M. Gavilla........................................... 1,716,198(4) 9.3%
Hector P. Gavilla........................................... 1,454,534(5) 8.0%
Peter J. Keenan............................................. 2,185,651(6) 11.5%
David A. Levi............................................... 489,715(7) 2.8%
Eli Levi.................................................... 1,701,575(8) 9.2%
Roberta Levi................................................ 1,701,575(8) 9.2%
Directors and Executive Officers as a group(5).............. 4,552,564(9) 21.4%
</TABLE>
- ---------------
(*) Less than 1% of the Company's outstanding shares.
(A) The number of shares of Common stock beneficially owned by each person or
entity is determined under the rules promulgated by the Securities and
Exchange Commission. Under such rules, beneficial ownership includes any
shares as to which the person or entity has sole or shared voting power of
investment power. The percentage of the Company's outstanding shares is
calculated by including among the shares owned by such person any shares
which such person or entity has the right to acquire within sixty (60) days
after November 11, 1999. The inclusion herein of any shares deemed
beneficially owned does not constitute an admission of beneficial ownership
of such shares. The information is determined in accordance with Rule 13d-3
promulgated under the Exchange Act based upon information furnished by the
persons listed or contained in filings made by them with the Securities and
Exchange Commission.
(1) Unless otherwise provided, such person's address is at the Company's
executive offices, 620 Johnson Avenue, Bohemia, New York 11716.
(2) The figures set forth in the table include shares of Common Stock held by
each individual. Such figures do not include the number of shares of Common
Stock issuable upon conversion of each individual's shares of Class B
Preferred Stock of the Company. The holders of Class B Preferred Stock have
the right, at their option, to convert such shares into Common Stock at any
time provided that the Company has authorized a sufficient number of shares
of Common Stock therefor. If the shareholders of the Company vote to
increase the number of authorized shares of the Company's Common Stock at
the Special Meeting, the Company shall therefor have a sufficient number of
authorized shares of Common Stock to allow the holders of the Class B
Preferred Stock to convert their stock if they so choose.
(3) Includes 34,000 shares of Common Stock issuable upon exercise of currently
exercisable warrants owned by Perrin, Holden & Davenport Capital Corp.
("PHD"), a New York corporation of which Mr. Braff is an officer, director
and shareholder. Also includes 125,000 shares of Common Stock issuable upon
exercise of warrants granted to PHD in May, 1999, that will become
exercisable on January 1, 2000. Mr. Braff disclaims beneficial ownership of
the securities owned by PHD, except to the extent of his equity interest
therein. Also includes 2,000 shares of Common Stock issuable upon exercise
of currently exercisable options.
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<PAGE> 6
(4) Includes 988,930 shares of Common Stock owned by Mr. Gavilla and 727,268
shares of Common Stock held by Mr. Gavilla, as custodian for Alexander F.
Gavilla, Mr. Gavilla's minor son. Such figure does not include 58,302 shares
of Class B Preferred Stock owned by Mr. Gavilla and 42,876 shares of Class B
Preferred Stock held by Mr. Gavilla, as custodian for Alexander F. Gavilla,
Mr. Gavilla's minor son.
(5) Such figure does not include 85,750 shares of Class B Preferred Stock owned
by Hector P. Gavilla.
(6) Such figure does not include 128,854 shares of Class B Preferred Stock owned
by Mr. Keenan.
(7) Such figure does not include 28,871 shares of Class B Preferred Stock owned
by Mr. David A. Levi.
(8) Includes 605,928 shares of Common Stock and 35,722 shares of Class B
Preferred Stock owned by Roberta Levi, Mr. Levi's spouse; 489,719 shares of
Common Stock and 28,871 shares of Class B Preferred Stock held by Roberta
Levi, as custodian for Shari Levi, Mr. Levi's minor daughter; and 605,928
shares of Common Stock and 35,722 shares of Class B Preferred Stock held by
Mr. Eli Levi.
(9) Includes 161,000 shares of Common Stock issuable upon exercise of currently
exercisable warrants and includes 4,391,568 shares of Common Stock. Such
figure does not include 258,903 shares of Class B Preferred Stock.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK OF THE COMPANY
(Proposal No. 1)
On July 1, 1999, the Company, BCB Acquisition Corp. I ("BCB I") and BCB
Acquisition Corp. II ("BCB II" and, together with the Company and BCB I, the
"Big City Parties") consummated the transactions contemplated by the Agreement
and Plan of Reorganization and Merger with Intelligent Computer Solutions, Inc.
("ICS"), VillageNet, Inc. ("VillageNet") and each of the shareholders of ICS and
VillageNet (collectively, the "Shareholders" and, together with ICS and
VillageNet, the "Target Corporation Parties"), dated May 21, 1999 and as amended
on June 28, 1999 (the "Merger Agreement"). The Merger Agreement provided for the
merger (the "Merger") of BCB I and BCB II with an into ICS and VillageNet,
respectively, for the separate corporate existence of BCB I and BCB II to cease
and for ICS and VillageNet to be the surviving corporations of the Merger,
continuing after the Merger as wholly-owned subsidiaries of the Company.
At the effective time of the Merger, (i) the 1,400 shares of the common
stock of ICS, representing all of its outstanding capital stock, were converted
into the right to receive 4,309,733 shares of the Company's Common Stock and
(ii) the 1,000 shares of common stock of VillageNet, representing all the
outstanding capital stock of VillageNet, were converted into the right to
receive 4,309,733 shares of Common Stock and 254,076 shares of Class B Preferred
Stock. The holders of Class B Preferred Stock have the right to convert all of
the presently outstanding 508,152 shares of Preferred Stock into an aggregate of
70,124,976 shares of Common Stock at a conversion rate of 138 shares of Common
Stock for each share of Class B Preferred Stock. The holders may convert the
Class B Preferred Stock, in whole or in part, at any time provided that the
Company is then authorized to issue a sufficient number of shares of Common
Stock therefor.
The Certificate of Incorporation of the Company currently authorizes the
Company to issue only 25,000,000 shares of Common Stock. Accordingly, the Board
of Directors has adopted, subject to shareholder approval, an amendment to the
Company's Certificate of Incorporation to increase the number of shares of
Common Stock the company is authorized to issue from 25,000,000 shares to
200,000,000 shares. The additional Common Stock to be authorized for issuance
upon the adoption of such amendment would possess rights identical to the
currently authorized Common Stock of the Company.
As of November 11, 1999, there were issued and outstanding 16,704,036
shares of Common Stock. Upon the conversion (at a rate of 138-to-1) of the
508,152 outstanding shares of Class B Preferred Stock of the Company, there
would be 86,829,012 shares of Common Stock outstanding.
3
<PAGE> 7
In addition to the Company's need to increase the number of authorized
shares of Common Stock to provide for a sufficient number of shares available
for issuance upon the exercise of the Class B Preferred Stock, an increase in
the number of authorized shares of Common Stock will also enable the Company to
take advantage of various potential business opportunities through the issuance
of the Company's securities, including, without limitation, issuing stock
dividends to existing shareholders, providing equity incentives to employees,
officers or directors, establishing certain strategic relationships with other
companies and expanding the Company's business or product lines through certain
acquisitions of other businesses or products. The Company has not to date
secured commitments to consummate any such potential business opportunities.
AUTHORIZATION TO CHANGE THE NAME OF THE COMPANY
FROM BIG CITY BAGELS, INC.
TO VILLAGEWORLD.COM, INC.
(Proposal No. 2)
Management has informed the Board of Directors that part of the Company's
growth strategy is to expand its involvement in the internet service industry,
and, consistent therewith, to change the name of the Company to
VillageWorld.com, Inc. Accordingly, the Board of Directors, on October 15, 1999,
unanimously adopted a resolution, subject to shareholder approval, authorizing
the amendment of the Company's Certificate of Incorporation to change the name
of the Company to VillageWorld.com, Inc.
The Board of Directors believes that the approval of the foregoing two
proposals are in the best interests of the Company and its shareholders and
therefore recommends that the shareholders vote FOR such proposals.
OTHER MATTERS
Management does not know of any other matters which may come before the
Special Meeting. However, if any other matters are properly presented at the
Special Meeting, it is the intention of the persons named in the accompanying
proxy to vote, or otherwise act, in accordance with their judgment on such
matters.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph, facsimile, mail and personal interviews, and the Company reserves the
right to compensate outside agencies for the purpose of soliciting proxies.
Brokers, custodians and fiduciaries will be requested to forward proxy
soliciting material to the owners of shares held in their names and the Company
will reimburse them for out-of-pocket expenses incurred on behalf of the
Company.
By Order of the Board of Directors,
/s/ DAVID A. LEVI
--------------------------------------
David A. Levi,
Secretary
December 2, 1999
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE SPECIAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. STOCKHOLDERS WHO ATTEND
THE SPECIAL MEETING MAY VOTE THEIR SHARES PERSONALLY, EVEN THOUGH THEY HAVE SENT
IN THEIR PROXIES.
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<PAGE> 8
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 30, 1999
BIG CITY BAGELS, INC.
Know all men by these presents, that the undersigned hereby constitutes and
appoints Peter J. Keenan and Edilberto Enriquez the true and lawful attorneys,
agents and proxies of the undersigned, with full power of substitution, to
represent and vote with respect to all of the shares of the common stock of Big
City Bagels, Inc., standing in the name of the undersigned at the close of
business on November 11, 1999, at the Special Meeting of Shareholders of the
Company to be held on December 30, 1999, at the offices of counsel to the
Company, Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP, 750 Lexington
Avenue, New York, NY 10022, at 11:00 a.m. Eastern Standard Time, and at any and
all adjournments thereof, with all the powers that the undersigned would possess
if personally present, and especially (but without limiting the general
authorization and power hereby given) to vote as follows.
This proxy is solicited by the Board of Directors of the Company.
(Continued and to be signed on the reverse side.)
<PAGE> 9
[X] PLEASE MARK YOUR VOTES AS THIS EXAMPLE
1. To approve the amendment of the Certificate of Incorporation of the Company
increasing the aggregate number of authorized shares of Common Stock, par
value $.001 per share, from 25,000,000 shares to 200,000,000 shares.
<TABLE>
<S> <C> <C> <C>
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
2. To approve the amendment of the Company's Certificate of Incorporation,
changing the name of the Company from Big City Bagels, Inc. to
VillageWorld.com, Inc.
<TABLE>
<S> <C> <C> <C>
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
3. In their discretion upon such other measures as may properly come before the
meeting, hereby ratifying and confirming all that said proxy may lawfully do
or cause to be done by virtue hereof and hereby revoking all proxies
heretofore given by the undersigned to vote at said meeting or any
adjournment thereof.
<TABLE>
<S> <C> <C> <C>
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
The shares represented by this
proxy will be voted in the manner
indicated, and if no instructions
to the contrary are indicated, will
be voted FOR all proposals listed
above. Number of shares owned by
undersigned ____________ .
Dated:
----------------------------------- ,
1999
-----------------------------------
Signature of Shareholder(s)
-----------------------------------
Signature of Shareholder(s)
IMPORTANT:Please sign exactly as your name or names are printed here. Executors,
administrators, trustees and other persons signing in a representative
capacity should give full title.
