<PAGE> 1
SCHEDULE 14-A
(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, AS AMENDED.
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 14(a)-6(e)(2)
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ONTV, Inc.
---------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
[ ] 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:
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(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:
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[ ] 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 of 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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<PAGE> 3
ONTV, INC.
75 BERMAR PARK, SUITE 5
ROCHESTER, NEW YORK 14624
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 10, 2000
To the Stockholders of ONTV, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of ONTV, Inc., a Delaware corporation (the "Company"), will be held on Friday,
November 10, 2000 at The Holiday Inn - Airport, 911 Brooks Avenue, Rochester,
New York 14624, at the hour of 10:00 a.m., for the following purposes:
1) To elect three (3) directors of the Company.
2) To ratify the appointment by the Board of Directors of
Rotenberg & Company, LLP as the independent auditors of the
Company's financial statements for the fiscal year ending June
30, 2001.
3) To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Only stockholders of record at the close of business on October 13, 2000 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
By order of the Board of Directors,
Ronald J. Axelrod
Secretary
Rochester, New York
October 19, 2000
ALL STOCKHOLDERS ARE URGED TO ATTEND THE MEETING IN PERSON OR BY PROXY.
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, YOU ARE URGED TO SIGN AND
PROMPTLY MAIL THE ENCLOSED PROXY IN THE RETURN ENVELOPE SO THAT YOUR SHARES OF
STOCK MAY BE REPRESENTED AT THE MEETING.
<PAGE> 4
ONTV, INC.
75 BERMAR PARK, SUITE 5
ROCHESTER, NEW YORK 14624
PROXY STATEMENT
INTRODUCTION
The Annual Meeting of Stockholders of ONTV, Inc. (the "Company") will
be held on November 10, 2000 at The Holiday Inn - Airport, 911 Brooks Avenue,
Rochester, New York 14624 at 10:00 A.M., for the purposes set forth in the
accompanying notice. This statement is furnished in connection with the
solicitation by the Company's Board of Directors of proxies to be voted at such
meeting and at any and all adjournments thereof. This Proxy Statement, a proxy
card and the Company's 2000 Annual Report to Stockholders will be mailed to
stockholders on or about October 19, 2000.
PROXIES
Proxies properly executed and returned and not revoked will be voted on
all matters presented at the Meeting (including adjournments) in accordance with
the instructions contained in such proxies. In the absence of specific
instructions, proxies will be voted in favor of each of the Board's nominees for
director and in favor of Proposal 2, in each case as described in this Proxy
Statement. Proxies may be revoked at any time prior to the exercise thereof by
(i) written notice to such effect received by the Company prior to the taking of
the vote at the Meeting at the address shown above, attention: Secretary; (ii)
by delivery to the Secretary prior to the taking of the vote at the Meeting of a
subsequently dated, properly executed proxy relating to the same shares; or
(iii) by a vote cast in person at the Meeting (although attendance at the
Meeting will not in and of itself constitute a revocation of a Proxy).
REQUIRED QUORUM
The total number of shares of Common Stock of the Company outstanding
as of October 13, 2000 was 17,186,138. The Common Stock is the only class of
securities of the Company entitled to vote and each share has one vote. Only
stockholders of record as of the close of business on October 13, 2000 will be
entitled to vote. The Company's Certificate of Incorporation provides that a
majority of the shares of the stock entitled to vote, whether present in person
or by proxy, shall constitute a quorum for the transaction of business at the
Meeting. Abstentions and broker non-votes will be included in determining the
presence of a quorum.
REQUIRED VOTE
At the Meeting, the affirmative vote of holders of a majority of the
votes cast in person or by proxy is required to elect directors and to ratify
the appointment of Rotenberg & Company, LLP as the independent auditors of the
Company's financial statements for the year ending June 30, 2001. Stockholders
will not be allowed to cumulate their votes in the election of directors.
Neither abstentions nor broker non-votes will have any effect on the voting on
either Proposal I or Proposal II.
A list of Stockholders entitled to vote at the Meeting will be
available for examination by any stockholder at the Company's offices, 75 Bermar
Park, Suite 5, Rochester, New York 14624 for a period of ten days prior to the
Meeting and will also be available at the Meeting.
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<PAGE> 5
PROPOSAL 1 - ELECTION OF DIRECTORS
Our Board currently consists of one Director. Our bylaws provide that our Board
will consist of not less than one (1) and not more than nine (9) Directors, as
resolved from time to time by the Board. The Board has resolved that the number
of Directors shall be three (3).
All three (3) Directors are to be elected at the Meeting to serve until the 2001
Annual Meeting of the Company and thereafter until their respective successors
shall have been elected and shall have qualified. The Board recommends that the
stockholders vote in favor of the election of the three (3) nominees named in
this Proxy Statement to serve as Directors of the Company.
If, at the time of the Annual Meeting, any of the nominees is unable or declines
to serve, the persons named in the proxy will, at the direction of the Board of
Directors, either vote for such substitute nominee or nominees as the Board of
Directors recommends or vote to allow the vacancy created thereby to remain open
until filled by the Board. The Board of Directors has no reason to believe that
any nominee will be unable or will decline to serve as a director if elected.
The following table sets forth each nominee for Director, the positions and
offices presently held with the Company by him, his age and the year from which
his service on the Company's Board of Directors dates:
<TABLE>
<CAPTION>
YEAR FIRST
NAME AGE POSITION ELECTED
---- --- -------- -------
<S> <C> <C> <C>
Daniel M. Fasano 39 Chief Executive Officer and Chairman of the 1996
Board of Directors
Frank T. Costanzo 52 President n/a
Curt B. Westrom 57 Treasurer and Chief Financial Officer n/a
</TABLE>
The Board of Directors held one meeting during the fiscal year ended June 30,
2000.
The Company's Director currently receives no compensation for his services as
such. However, the Company's by-laws provide that by resolution of the Board,
any Director may be paid any one or more of the following: his expense, if any,
of attendance at a meeting; a fixed sum for attendance at each meeting; or a
stated salary as Director. No such payment shall preclude any Director from
serving the Company in any other capacity and receiving compensation therefor.
The Company to date has had neither a nominating committee, a compensation
committee or an audit committee.
3
<PAGE> 6
EXECUTIVE OFFICERS
The following table sets forth the name, age at November 10, 2000, and position
of each executive officer.
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
Daniel M. Fasano 39 Chairman and Chief Executive Officer
Frank T. Costanzo 52 President
Curt B. Westrom 57 Treasurer and Chief Financial Officer
Ronald J. Axelrod 54 Secretary
Our executive officers are appointed by the Board of Directors and serve until
their successors are duly elected and qualified. There are no family
relationships among any of our executive officers or Directors.
BIOGRAPHIES OF DIRECTORS AND EXECUTIVE OFFICERS
DANIEL M. FASANO, of Rochester, New York, has served as CEO of the Company since
February 1996. Mr. Fasano has over twelve years experience in the Direct
Response Industry. Mr. Fasano was the first to successfully market, in a retail
setting, products traditionally sold exclusively on television. During this
period, Mr. Fasano was an officer in a Direct Response cosmetics and skin care
company involved in the production of infomercials. Mr. Fasano attended
Rochester Institute of Technology.
FRANK T. COSTANZO, of Chandler, Arizona, was appointed President of the Company
in January 2000. Mr. Costanzo has been a founder, officer and/or director in
several public and private companies, including Ronco Holding, LLC. He has been
a business consultant with FTC & Associate, Inc., during the past five years. In
this capacity, he has served as President of FTC & Associate, Inc., President of
What-a-Product, Inc. and Chief Operating Officer of Ronco Inventions, Inc. In
addition, Mr. Costanzo has been an adviser to Coordinated Strategic Alliances,
Inc., a major supplier of product to QVC Television. Mr. Costanzo also has
served as an officer of Featherfew, Inc., an Arizona based publishing company.
Mr. Costanzo has taught at the University of Phoenix and remains an adjunct
faculty member. He received a MA Degree from Kane College of New Jersey, and
holds a BA Degree from St. Bonaventure University.
CURT B. WESTROM, of Bemus Point, New York, was appointed Treasurer and Chief
Financial Officer of the Company in January 2000. From 1997 until 2000, Mr.
Westrom was the sole principal of Curt B. Westrom, P.A., a public accounting
firm in Jamestown, NY. During the period 1993 through 1997, Mr. Westrom was the
President and sole shareholder of Standard Portable Products, Inc. a
manufacturing company in Mayville, NY. Prior to 1993, Mr. Westrom was a
co-founder and Chief Financial Officer for an electronics manufacturer,
Electronic Technology Group, Inc., a Buffalo, NY based public company. He holds
a Bachelor' Degree in Accounting from St. Bonaventure University.
RONALD J. AXELROD, of Pittsford, New York, was appointed Secretary of the
Company in January 2000. Mr. Axelrod has been a full time practicing attorney,
in Rochester, NY, for the past 30 years. He was co-founder of The Maxim Group,
Inc., now known as Floor Covering America, and traded on the New York Stock
Exchange. Mr. Axelrod has a B.S. Degree in Finance from SUNY at Buffalo and a
J.D. Degree from its Law School.
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<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of October 13, 2000 by (i) each
person who is known by the Company based on the records of the Company's
transfer agent and relevant documents filed with the SEC to own beneficially
more than 5% of the outstanding shares of the Company's Common Stock, (ii) each
member of the Board, (iii) the executive officers of the Company, and (iv) all
members of the Board and executive officers of the Company as a group. Unless
otherwise specified, the address of each named individual is the address of the
Company.
NAME OF BENEFICIAL OWNER AND AMOUNT AND NATURE OF PERCENT OF COMMON
TITLE OF BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP (1) STOCK OUTSTANDING
--------------------------------------------------------------------------------
Daniel M. Fasano - Chairman, CEO 2,900,000 16.9%
Daniel J. Fasano - None 3,000,000 17.4%
13 Fox Tail Lane
Rochester, NY 14624
Emanuel Tarboti - None 1,500,000 8.7%
P.O. Box 1767
Rancho Santa Fe, CA 92067
Frank T. Costanzo - President 683,500 4.0%
Curt B. Westrom - Treasurer -0- (2) -0-
Ronald J. Axelrod - Secretary 360,000 2.1%
All Directors and Executive Officers 6,943,500 40.4%
as a group (4 Individuals)
----------
(1) Except as indicated in the footnotes to this table, the persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them, subject to
community property laws where applicable.
(2) Excludes 10,000 shares owned by Mr. Westrom's son, as to which shares
Mr. Westrom disclaims beneficial ownership.]
EXECUTIVE COMPENSATION
The following table provides certain summary information for fiscal 2000
concerning compensation paid or accrued by us to Mr. Fasano for services
rendered in all capacities to the Company. No other executive officer of the
Company was paid annual salary and bonus in excess of $100,000 during such
period.
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<PAGE> 8
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation (1)
-----------------------
Year All Other
Name and Principal Position Ending Salary ($) Bonus ($) Compensation ($)
--------------------------- ------ ---------- --------- ----------------
<S> <C> <C> <C> <C>
Daniel M. Fasano 6/30/00 41,677 -0- 6,000 (2)
CEO 6/30/99 -0- -0- 6,000 (2)
6/30/98 -0- -0- 6,000 (2)
<FN>
1) In accordance with the rules of the Securities and Exchange Commission,
the compensation set forth in the table does not include benefits,
securities or property that do not exceed the lesser of $50,000 or 10%
of the person's salary and bonus shown in the table.
2) These amounts are payments for business use of Mr. Fasano's personal vehicle.
3) All options were granted pursuant to Mr. Fasano's employment agreement dated January 1, 2000.
</TABLE>
STOCK OPTIONS GRANTED IN FISCAL 2000
The following table provides the specified information concerning grants of
options to purchase the Company's Common Stock made during the fiscal year ended
June 30, 2000 to Mr. Fasano:
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 2000
Potential Realizable Value at
Assumed Rates of Stock Price
Individual Grants Appreciation for Option Term (2)
--------------------------------------------------------------------- ---------------------------------
Number of Percent of Total
Securities Options Granted to Exercise
Underlying Options Employees In Price Per Expiration
Name Granted (#) (1) Fiscal Year (%) Share ($/Sh) Date 5% 10%
---- --------------- --------------- ------------ ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Fasano 100,000 8.3 1.00 12/31/05 26,000 60,000
CEO 100,000 8.3 2.00 12/31/05 54,000 121,000
100,000 8.3 3.00 12/31/05 81,000 181,000
100,000 8.3 4.00 12/31/05 110,000 243,000
------------
<FN>
(1) All options were granted pursuant to Mr. Fasano's employment agreement dated 1/1/00.
(2) Amounts reported in this column represent hypothetical values that may be realized upon exercise of
the options immediately prior to the expiration of their term, assuming
that the stock price on the date of grant appreciates at the specified
annual rates of appreciation, compounded annually over the term of the
option. These numbers are calculated based on rules of the Securities
and Exchange Commission. Potential gains are net of exercise price, but
before taxes associated with exercise. This table is not intended to
predict future movements of the Company's stock price.
</TABLE>
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<PAGE> 9
FISCAL YEAR END OPTIONS
Mr. Fasano did not exercise any options in fiscal 2000. The following table sets
forth the value of outstanding options held by Mr. Fasano as of June 30, 2000.
<TABLE>
<CAPTION>
No. of Securities Underlying Value of Unexercised
Unexercised Options In-The-Money Options
---------------------------------------- --------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Daniel M. Fasano, CEO -0- 400,000 -0- -0- *
--------------------------------------------------------------------------------------------------------------------------
<FN>
* None of Mr. Fasano's options were in the money as of June 30, 2000.
</TABLE>
EMPLOYMENT AGREEMENT
Daniel M. Fasano entered into a new five year employment agreement with the
Company on January 1, 2000, expiring December 31, 2005. This agreement carried a
annual base salary of $125,000 for the first year, to be increased by $12,500
per year for each of the remaining four years of the agreement. The agreement
also provides for incentive compensation based upon certain increases to the
Company's revenues, a Stock Option Plan which will allow Mr. Fasano to purchase
stock based on the trading price of the stock reaching specific targets, and a
provision for the payment of termination benefits should the Company undergo a
sale or transfer of ownership. Under this agreement, Mr. Fasano is subject to
non-compete, nondisclosure, and assignment of invention provisions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company, as an investor in a privately held company in Rochester, NY, has a
20% interest in Tirk Internet Systems, Inc. (Tirk). Tirk is the developer of a
Java Application Server, the Tirk Application Server. The Tirk Application
Server will allow developers to rapidly develop database driven web sites and
Internet based applications. The Tirk Application Server is comprised of a
powerful multithreaded http web server and an object database. The Tirk
Application Server is an open system in that it can be extended with Java and
other interpreted languages. Currently the interpreted programming language
JPython has been bundled with the Tirk Application Server allowing for rapid
prototyping and application development. Other interpreted or scripting
languages in which a Java interpreter exists may be bundled with the system such
as TCL, Rhino, and Beanshell (a Java interpreted scripted language).
The platform incorporates a tag based template system to implement business
logic and also to provide html developers a powerful time saving environment.
The application server is web based, in that it is maintained and administered
via a web browser. Tirk has leveraged XML technology throughout the Platform
with the aid of a Sax based XML parser. XML is used in the following areas,
System Configuration, Object Definitions, Data Modeling, User Interfaces,
Defining Access Privileges, and Cluster Management.
As part of the same transaction in which the Company acquired a 20% interest in
Tirk, Tirk received 450,000 common shares in the Company. In addition, Tirk has
a warrant to purchase an additional 400,000 shares of common stock at $.50 per
share. Also, the Company has a warrant to purchase 5% of Tirk for an exercise
price of $75,000 at any time prior to April 30, 2004.
Dean Fragnito, a principal in Tirk, is a relative of Daniel M. Fasano, the
Company's Chief Executive Officer.
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<PAGE> 10
Under Rule 405 promulgated under the Securities Act of 1933, two individuals,
Daniel J. Fasano and Daniel M. Fasano (father and son) (see references to these
individuals in other location with the statement) are defined as promoters. No
other promoters have been involved with the Company.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers and 10% holders of our outstanding common stock to
file with the SEC reports of their ownership and changes in ownership of our
common stock held by such persons. Based solely on a review of the forms it has
received [and on written representations of certain reporting persons that no
forms were required for them], the Company believes that during the fiscal year
ended June 30, 2000, all Section 16 reporting requirements were complied with by
such persons.
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected Rotenberg & Company, LLP to serve as
independent auditors to audit the financial statements of the Company for fiscal
2001. Rotenberg & Company have acted as auditors for the Company since December
1, 1999. Representatives of that firm are expected to be present at the Meeting
with an opportunity to make a statement if they desire to do so and to be
available to respond to appropriate questions.
The Board of Directors recommends a vote FOR this proposal. In the event that
ratification by the stockholders of the appointment of Rotenberg & Company, LLP
as the Company's independent auditors is not obtained, the Board will reconsider
such appointment.
PROPOSALS BY HOLDERS OF COMMON STOCK
Any proposal which a stockholder of the Company desires to be considered for
inclusion in the proxy statement relating to the 2001 Annual Meeting of
Stockholders must be received by the Company at its executive offices no later
than June 13, 2001. The offices of the Company are located at 75 Bermar Park,
Suite 5, Rochester, New York, 14624.
EXPENSES AND OTHER MATTERS
The Company will pay the costs of preparing, assembling and mailing this proxy
statement and the material enclosed herewith. The Company has requested brokers,
nominees, fiduciaries and other custodians who hold shares of its Common Stock
in their names to solicit proxies from their clients who own such shares, and
the Company has agreed to reimburse them for their expenses in so doing.
Management does not intend to present any further items of business to the
meeting, and knows of no such items which will or may be presented by others.
However, if any other matter properly comes before the meeting, the persons
named in the enclosed proxy form will vote thereon in such manner as they may,
in their discretion, determine.
By Order of the Board of Directors
RONALD J. AXELROD, Secretary October 19, 2000
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<PAGE> 11
ONTV, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
STOCKHOLDERS, November 10, 2000
The undersigned hereby appoints Ronald J. Axelrod as proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of ONTV, Inc. held of record by the undersigned at the
Annual Meeting of Stockholders to be held on November 10, 2000, at 10 a.m., at
The Holiday Inn-Airport, 911 Brooks Avenue, Rochester, NY 14624, and at any
adjournment thereof, upon the matters described in the accompanying Notice of
Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged, and
upon any other business that may properly come before, and matters incident to
the conduct of, the meeting or any adjournment thereof. Said person is directed
to vote on the matters described in the Notice of Annul Meeting and Proxy
Statement as follows, and otherwise in their discretion upon such other business
as may properly come before, and matters incident to the conduct of, the meeting
and any adjournment thereof.
1. To elect a Board of (3) directors to hold office until the next annual
meeting of stockholders or until their respective successors have been
elected and qualified:
Nominees: Daniel M. Fasano, Frank T. Costanzo, Curt B. Westrom
[ ] FOR nominees listed above (except as marked to the contrary
below).
[ ] WITHHOLD authority to vote for nominee(s) specified below.
INSTRUCTIONS; To withhold authority to vote for any individual nominee(s), write
the applicable name(s) in the space provided below.
---------------------------------
2. To ratify the designation of Rotenberg & Company, LLP as the
independent auditors for the period ending June 30, 2001:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the
Annual Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Your are cordially invited to attend the Meeting in person. Whether or not you
plan to attend the annual meeting, please sign and return this proxy card in the
enclosed envelope.
This proxy will be voted as directed, or, if no direction is indicated, will be
voted "FOR" the stated proposals.
_________________________________
Signature of Stockholder
_________________________________
Signature if held jointly
Dated:_______________, 2000
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give you 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.
