ARTHUR TREACHERS INC /FL/
PRE 14C, 2000-06-23
EATING PLACES
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                                             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)

                                                   ------------

                                                  (904) 739-1200
                                            (Issuer's telephone number)

                                                   ------------

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

                                                         2

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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

                                                         3

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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



                                                         4

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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.


                                                         7

<PAGE>







     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







                                                         8



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