SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the
Commission Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
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ARTHUR TREACHER'S, INC.
(Name of small business issuer as specified in its charter)
Utah 341413104
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7400 Baymeadows Way, Suite 300, Jacksonville, FL 32255
(Address of principal executive offices)
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(904) 739-1200
(Issuer's telephone number)
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Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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-I I (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 the 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 O-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 Dorm or 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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INFORMATION STATEMENT OF ARTHUR TREACHER'S, INC.
7400 Baymeadows Way, Suite 300, Jacksonville, FL 32255
I. NOTICE OF ACTIONS TAKEN BY WRITTEN CONSENT OF SHAREHOLDERS
This Information Statement is being furnished on behalf of the board of
directors of Arthur Treacher's, Inc., a Utah corporation with principal offices
at 7400 Baymeadows Way, Suite 300, Jacksonville, FL 32255 (the "Company"). The
Company's telephone number is (904) 739-1200.
This Information Statement is being provided to inform all nonconsenting
shareholders of the corporate actions that were approved by the holders of a
majority of the Company's capital stock, as of the close of business on May 1,
2000. Holders of 52% of the Company's 15,424,004 then-outstanding shares of
common stock (8,040,470 shares), par value .01 ("Common Stock"), gave written
consent to several corporate actions. This written consent was obtained pursuant
to Section 16-10a-704, pertaining to action without a meeting of the Utah
Revised Business Corporation Act, as amended.
In order to eliminate the costs and management time involved in holding a
special meeting and in order to effect an amendment to the Certificate of
Incorporation (the "Amendment") as early as possible in order to accomplish the
purposes of the Company as hereafter described, the Board of Directors of the
Company voted to utilize, and did in fact obtain, the written consent of the
holders of a majority in the interest of the voting capital stock of the
Company. Accordingly, the stockholders will not be asked to take action on the
Amendment at any future meeting. No dissenters' or appraisal rights under Utah
Law are afforded to the Company's stockholders as a result of the approval of
the Amendment.
This Information Statement is being provided pursuant to Rule 14C under the
Securities Exchange Act of 1934, as amended requiring notice to be sent to the
stockholders of the Company.
The actions taken by means of the written consent consisted of the
following: (a) The shareholders authorized the Company to amend its Articles of
Incorporation by changing the Company's name to Digital Creative Development
Corporation and (b) the shareholders approved an amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of the
Company's
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Common Stock, $.01 par value from 25,000,000 to 75,000,000 and increase the
number of authorized shares of the Company's Preferred Stock, $0.01 par value,
from 2,000,000 to 10,000,000;
For more information on each of the actions approved by the shareholders,
see "Actions Taken Pursuant to the Written Consent" below. These actions were
approved by holders of a majority of the Common Stock outstanding on May 1, 2000
and their written consent shall be effective 20 days after proper notice of
these actions has been delivered to all nonconsenting shareholders.
The Company is sending this Information Statement to all shareholders of
record as of May 1, 2000 ("Record Shareholders") and we will begin mailing these
materials on or about July 5, 2000. The effective date for these corporate
actions will be July 25, 2000.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
II. ACTIONS TAKEN PURSUANT TO THE WRITTEN CONSENT
A. Approval of Change of Name. On May 1, 2000, a majority of the Company's
shareholders consented to an amendment to the Company's Articles of
Incorporation changing the Company's name to Digital Creative Development
Corporation. Of the 15,424,004 shares issued and outstanding on that date,
shareholders owning 8,040,470 shares, or 52% of the outstanding Common Stock,
voted to approve this name change. The Company will file an Amendment to its
Certificate of Incorporation to change the name of the Company to "Digital
Creative Development Corporation." The Company's name change will be effective
on or about July 25, 2000. FOLLOWING THE EFFECTIVE DATE OF THE NAME CHANGE, THE
COMPANY WILL NO LONGER REFER TO ITSELF AS "ARTHUR TREACHER'S, INC."
B. Approval of Amendment to the Certificate of Incorporation. On May 1,
2000, shareholders owning a majority of the Company's Common Stock
approved, adopted, and ratified the Amendment to the Certificate of
Incorporation as set forth and described below. Of the 15,424,004
shares issued and outstanding on that date, shareholders owning
8,040,470 shares, or 52% of the outstanding Common Stock, voted to
approve the Amendment to the Certificate of Incorporation. This
approval will be effective July 25, 2000. The Amendment to the
Certificate of Incorporation is described as follows:
The Board of Directors unanimously adopted a resolution declaring
it advisable to amend the Company's Certificate of Incorporation to
increase the number of shares of Authorized Common Stock and Preferred
Stock. The amendment increases the number of authorized shares of
Common Stock from 25,000,000 to 75,000,000 shares and the number of
authorized shares of Preferred Stock from 2,000,000 to 10,000,000
shares. There are currently 15,424,004 shares of Common Stock and
506,100 shares of Preferred Stock outstanding. The Preferred Stock
comprise of four classes, Series A, Series B, Series C and Series D.
While the Board of Directors has not made any other specific
arrangements which contemplate the issuance of additional shares of
Common Stock or Preferred Stock, the Board deems it advisable to
authorize for issuance a sufficient number of shares of Common Stock
and Preferred Stock for proper corporate purposes and to enable the
Company to take advantage of favorable opportunities which may arise in
the future, including the raising of additional capital. At such time
as the Company determines to issue additional shares of Common Stock or
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Preferred Stock, the purpose of such issuance and the nature of any
consideration that may be received therefor will be determined without
further authorization or action by stockholders. The issuance of any
additional shares of Common Stock or Preferred Stock may result in a
dilution of the voting power of the holders of outstanding shares of
Common Stock and their equity interest in the Company. Holders of
Common Stock do not have pre-emptive rights.
The increase in the number of shares of the Company's authorized
Common Stock and Preferred Stock was effected by the approval and
adoption by the Company's shareholders of the following resolution
amending the Company's Certificate of Incorporation.
RESOLVED, that the Company's Certificate of Incorporation be
amended by deleting the first paragraph of Article IV of the
Certificate of Incorporation of the Company in its entirety and
substituting in lieu thereof the following:
FOURTH: The total number of shares of capital stock
which the corporation shall have the authority to issue is
85,000,000 of which 10,000,000 shall be Preferred Stock, par
value $0.01 per share, and 75,000,000 shall be Common Stock,
par value $0.01 per share."
III. PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of May 1, 2000, the number and
percentage of shares of the Company's common stock owned beneficially, by class
and on a combined basis, by (i) each current director, (ii) each executive
officer, (iii) all executive officers and directors as a group, and (iv) each
person who is known by us to own beneficially more than 5% of our common stock.
Except as otherwise indicated, the beneficial owners listed in the table have
sole voting and investment powers with respect to the shares.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Name and Address of Percentage of
Beneficial Owner(1) Shares Owned Beneficial Ownership
EFA International Fund B 3,137,175 20.3
Sidumuli 28
112 Reykjavik
Iceland
Bruce R. Galloway (2) 2,591,694 15.3
Fred Knoll (3) 1,305,487 8.2
C/o Knoll Capital Management
200 Park Avenue, Suite 3900
New York, NY 10166
Magee Industrial
Enterprises, Inc. (4) 1,009,718 6.2
480 West 5th Street
Bloomsburg, PA 19103-7395
Skuli Thorvaldsson (5) 959,086 5.9
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(cont.)
Name and Address of Percentage of
Beneficial Owner(1) Shares Owned Beneficial Ownership
Evan Binn and Ronna Binn (6) 811,458 5.1
Evan L. Binn, An Accounting Corp.
7249 Hayvenhurst Ave., 2nd Floor
Van Nuys, CA 91406-2848
NTS Financial Services Ltd. (7) 789,458 5.0
Donald Perlyn (8) 71,667 .5
William Saculla (9) 71,242 .5
Maurice Sonnenberg (10) 40,000 .3
Officers and Directors as a Group 5,850,634 26%
Total Outstanding Shares 15,424,004
</TABLE>
Notes
(1) Unless otherwise stated, the address of each of the persons and entities
listed is, care of the Company at 7400 Baymeadows Way, Suite 300,
Jacksonville, FL 32255.
(2) Mr. Bruce R. Galloway is the Chairman of the Board of the Company. Includes
warrants to purchase 380,000 shares of Common Stock at a purchase price of
$1.00, which warrants are exercisable through May 31, 2001; (ii) warrants
to purchase 250,000 shares of Common Stock which are exercisable at an
exercise price of $1.00 per share through December 31, 2001; (iii) warrants
to purchase 10,000 shares of Common Stock which are exercisable at an
exercise price of $1.00 per share through March 27, 2002; (iv) warrants to
purchase 10,000 shares of Common Stock at an exercise price of $1.00 per
share through November 24, 2003; (v) a promissory note convertible to
89,080 shares of Common Stock at a conversion price of $.44 per share
commencing May 10, 2000; (vi) warrants to purchase 72,000 shares of common
stock at an exercise price of $.44 per share through May 10, 2004; (vii)
warrants to purchase 175,000 shares of common stock at an exercise price of
$.30 per share through September 30, 2004; (viii) warrants to purchase
83,333 shares of common stock at an exercise price of $.30 per share
through October 21, 2004; (ix) warrants to purchase 65,789 shares of common
stock at an exercise price of $.38 per share through December 1, 2004; (x)
warrants to purchase 83,333 shares of common stock at an exercise price of
$.60 per share through February 5, 2005; (xi) warrants to purchase 66, 211
shares of common stock at an exercise price of $.45 per share through July
10, 2004; (xii) warrants to purchase 23,702 shares of common stock at an
exercise price of $.42 per share through August 10, 2004; (xiii) warrants
to purchase 27,824 shares of common stock at an exercise price of $.36 per
share through September 10, 2004. (xiv) warrants to purchase 40,000 shares
of common
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stock at an exercise price of $.25 per share through October 10, 2004; (xv)
warrants to purchase 26,667 shares of common stock at an exercise price of
$.375 per share through November 10, 2004; (xvi) warrants to purchase
26,667 shares of common stock at an exercise price of $.375 per share
through December 10, 2004; (xvii) warrants to purchase 29,087 shares of
common stock at an exercise price of $.34 per share through January 10,
2005; (xviii) warrants to purchase 26,667 shares of common stock at an
exercise price of $.38 per share through February 10, 2005. Excludes (i) a
promissory note convertible to 560,000 shares of Common Stock at a
conversion price of $.21 per share on September 30, 2000; (ii) a promissory
note convertible into 266,666 shares of Common Stock at a conversion price
of $.21 per share on October 21, 2000; (iii) a promissory note convertible
to 200,000 shares of Common Stock at a conversion price of $.28 per share
on December 1, 2000; (iv) a promissory note convertible to 233,333 shares
of Common Stock at a conversion price of $.24 per share on February 5,
2001.
(3) Includes warrants to purchase 10,000 shares of Common Stock at an exercise
price of $1.00, which warrants are exercisable through March 27, 2002; (ii)
warrants to purchase 10,000 shares of common stock at an exercise price of
$1.00 through April 30, 2003; (iii) warrants to purchase 10,000 shares of
common stock at an exercise price of $1.00 through November 24, 2003. The
following notes and warrants are owned by Europa International Inc. Knoll
Capital Management, Inc., is the investment manager for Europa. Mr. Knoll
is the sole shareholder of Knoll Capital Management Inc. (I) Includes a
promissory note convertible to 132,572 shares of Common Stock at a
conversion price of $.44 per share on May 10, 2000; (ii) warrants to
purchase 50,000 shares of common stock at an exercise price of $.44 per
share through May 10, 2004; (iii) warrants to purchase 83,333, shares of
common stock at an exercise price of $.30 per share through September 30,
2004; (iv) warrants to purchase 83,333 shares of common stock at an
exercise price of $.30 per share through October 21, 2004; (v) warrants to
purchase 83,333 shares of common stock at an exercise price of $.30 per
share through February 5, 2005. Excludes a promissory note convertible to
266,666 shares of Common Stock at a conversion price of $.21 per share on
September 30, 2000; (ii) a promissory note convertible to 266,666 shares of
Common Stock at a conversion price of $.21 per share on October 21, 2000;
(iii) a promissory note convertible to 233,333 shares of Common Stock at a
conversion price of $.24 per share on February 5, 2001. Includes 156,250
shares of Common Stock owned by Europa International Inc.
(4) Gives effect to the conversion of 490,000 shares of Series B Preferred
Stock into 765,625 shares of Common Stock for no additional consideration.
Excludes 236,269 shares of Common Stock that Magee will receive on June 5,
2000 in lieu of note payment.
(5) Includes warrants to purchase 250,000 shares of Common Stock at a purchase
price of $1.00, which warrants are exercisable through May 31, 2001; (ii)
warrants to purchase 50,000 shares of Common Stock which are exercisable
through January 9, 2002 at an exercise price of $1.00 per share (iii)
warrants to purchase 10,000 shares of Common Stock which are exercisable at
an exercise price of $1.00 per share through March 27, 2002, and (iv)
warrants to purchase 10,000 shares of common stock at an exercise price of
$1.00 through November 24, 2003; (v) a promissory note convertible to
159,086 shares of Common Stock at a
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conversion price of $.44 per share on May 10, 2000; (vi) warrants to
purchase 60,000 shares of common stock at an exercise price of $.44 per
share through May 10, 2004;
(6) Includes warrants to purchase 50,000 shares of common stock owned by Mr.
And Mrs. Binn and are exercisable at a price of $1.00 per share through May
31, 2001, (ii) warrants to purchase 10,000 shares of common stock at an
exercise price of $1.00 through November 24, 2003 ; (iii) warrants to
purchase 83,333, shares of common stock at an exercise price of $.30 per
share through September 30, 2004; (iv) warrants to purchase 83,333 shares
of common stock at an exercise price of $.30 per share through February 5,
2005. Excludes a promissory note convertible to 266,666 shares of Common
Stock at a conversion price of $.21 per share on September 30, 2000; (ii) a
promissory note convertible to 233,333 shares of Common Stock at a
conversion price of $.24 per share on February 5, 2001.
(7) Includes warrants to purchase 140,000, shares of common stock at an
exercise price of $.60 per share through September 30, 2004; (ii) warrants
to purchase 83,333 shares of common stock at an exercise price of $.30 per
share through October 21, 2004; (iii) warrants to purchase 65,789 shares of
common stock at an exercise price of $.38 per share through January 10,
2005; (iv) warrants to purchase 83,333 shares of common stock at an
exercise price of $.30 per share through February 5, 2005. Excludes a
promissory note convertible to 448,000 shares of Common Stock at a
conversion price of $.21 per share on September 30, 2000; (ii) a promissory
note convertible to 266,666 shares of Common Stock at a conversion price of
$.21 per share on October 21, 2000; (iii) a promissory note convertible to
200,000 shares of Common Stock at a conversion price of $.28 per share on
January 5, 2001; (iv) a promissory note convertible to 233,333 shares of
Common Stock at a conversion price of $.24 per share on February 5, 2001;
(8) Includes warrants to purchase 10,000 shares of common stock at an exercise
price of $1.00 through November 24, 2003, and warrants to purchase 41,667
shares of common stock at an exercise price of $.30 per share through
February 5, 2005. Excludes a promissory note convertible to 116,667 shares
of Common Stock at a conversion price of $.24 per share on February 5,
2001,
(9) Mr. William Saculla is the President, Treasurer, and Secretary of the
Company. Includes options to purchase 9,000 shares of Common Stock at a
price of $1.00 per share through August 31, 2002. Does not include options
which have been granted but have not vested to purchase 6,000 shares of
Common Stock at a price of $1.00 per share. 20% of such options vest for a
period of five years commencing September 1, 1999. Includes warrants to
purchase 10,000 shares of common stock at an exercise price of $1.00
through November 24, 2003, and warrants to purchase 16,667 shares of common
stock at an exercise price of $.30 per share through February 5, 2005.
Excludes a promissory note convertible to 46,667 shares of Common Stock at
a conversion price of $.24 per share on February 5, 2001.
(10) Includes warrants to purchase 10,000 shares of common stock at an
exercise price of $1.00 through November 24, 2003.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Bruce Galloway, Chief Executive Officer
Bruce Galloway, Chief Executive Officer
New York, New York
July 5, 2000
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