SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. _______)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential - For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
INTERNATIONAL MEDIA HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PREMILINARY COPY
To the Stockholders of International Media Holdings, Inc.
Notice of Annual Meeting of Stockholders
To Be Held
at 7:00 p.m. on June 29, 2000
at the offices of
International Media Holdings, Inc.
9799 Old St. Augustine Road
Jacksonville, Florida 32257
Phone: (904) 886-2985
The board of directors of International Media Holdings, Inc. invites you to
attend our annual meeting of shareholders to vote on the following proposals,
together with any other business that may properly come before the meeting:
1. Election of Directors. To elect two (2) persons to serve until the
expiration of the term of the board of directors seat to which they are
elected or until their successors have been elected and qualified.
2. Ratification of Removal of Directors. To ratify the action that a
majority of shareholders took on January 28, 2000, removing certain
directors from the board of directors.
3. Ratification of Independent Public Accountants. To ratify the appointment
of James Moore & Co., P.L. as independent public accountants.
You may vote on these proposals in person or by proxy. If you cannot attend
the meeting, we urge you to complete and return the enclosed proxy card
promptly in the accompanying postage-paid envelope, so that your shares will
be represented and voted in accordance with your instructions. Of course, if
you attend the meeting, you may personally vote, even if you have already
returned your signed proxy. You may revoke your proxy at any time before the
meeting either in writing or by personal notification.
Only shareholders of record at the close of business on June 8, 2000 will be
entitled to notice of and vote at the meeting or any adjournments or
postponements of the meeting.
By the Order of the Board of Directors,
/s/ David A. Reecher
DAVID A. REECHER
President and Chief Executive Officer
Jacksonville, Florida
June 14, 2000
Please sign, date and return the enclosed proxy today.
TABLE OF CONTENTS
THE ANNUAL MEETING 1
The Purpose of Our Annual Meeting 1
Record Date; Entitled to Vote 1
Quorum; Vote Required 1
Quorum 1
Vote Required 1
Beneficial Owner 2
Proxy Solicitation 2
Proxies; Revocation 2
Rights of Dissenting Shareholders 3
DESCRIPTION OF CAPITAL STOCK 3
OTHER MATTERS 3
Stockholder Proposals for 2001 Annual Meeting 4
PROPOSALS FOR 2000 ANNUAL MEETING 4
Proposal No. 1: Election of Directors 4
Proposal No. 2: Ratification of Removal of Directors 4
Proposal No. 3: Ratification of Independent Public Accountants 5
EXECUTIVE OFFICERS AND DIRECTORS 5
Background of Current Officers and Directors 5
Board of Directors Meetings 6
Director Compensation 6
Involvement in Certain Legal Proceedings 6
Material Proceedings Adverse to Registrant 7
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
& PRINCIPAL SHAREHOLDERS 7
Section 16(a) Beneficial Ownership Reporting Compliance 7
Summary Compensation Table 8
Options 8
Long Term Incentive Plans 9
Employment Agreements 9
CERTAIN TRANSACTIONS 10
INDEPENDENT PUBLIC ACCOUNTANTS 11
AUDIT COMMITTEE AND COMPENSATION COMMITTEE 11
ANNUAL REPORTS 12
Information Available from Company 12
Information on SEC Website 12
Information at SEC Offices 12
LIST OF DOCUMENTS INCORPORATED BY REFERENCE 12
LIST OF APPENDICES 12
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
OF INTERNATIONAL MEDIA HOLDINGS, INC.
This proxy statement is furnished in connection with the solicitation of
proxies by the board of directors of International Media Holdings, Inc., a
Florida corporation (the "Company") to be voted at the 2000 Annual Meeting
of Stockholders (the "Annual Meeting") and any adjournment or postponement of
such meeting. The Annual Meeting will be held at the Company's principal
executive office located at 9799 Old St. Augustine Road, Jacksonville,
Florida 32257 on June 29, 2000 at 7:00 p.m., local time. This proxy
statement, the accompanying proxy card and the Notice of Annual Meeting are
being provided to stockholders beginning on or about June ___, 2000.
THE ANNUAL MEETING
The Purpose of Our Annual Meeting.
The purpose of our Annual Meeting is to:
(1) elect John Rice and Ron LeGrand as directors to serve until the
expiration of the term of the board of directors seat to which they are
elected or until their successors have been elected and qualified;
(2) ratify the action taken pursuant to Florida law by a majority of
shareholders removing Dan Pena, Charles Grubbs and Bruce Whipple as
directors of the Company; and
(3) ratify the selection of James Moore & Co., P.L. as independent public
accountants for the Company.
Record Date; Entitled to Vote.
The board of directors has fixed the close of business on June 8, 2000 as the
record date for determining holders of our common stock entitled to notice of,
and to vote at, the Annual Meeting. Only holders of our common stock at the
close of business on the record date will be entitled to notice of, and to
vote at the Annual Meeting. Each share of our common stock will be entitled
to one vote on each matter to be acted upon at the Annual Meeting.
Quorum; Vote Required.
Quorum.
The Company's bylaws require the holders of a majority of the outstanding
shares of common stock be present in person or by proxy for any action to be
taken on the proposals. For purposes of determining whether the quorum
requirement is met, we will count abstentions as shares present.
Vote Required.
The affirmative vote of the holders of a majority of the shares of our common
stock present in person or by proxy and entitled to vote is required to adopt
the proposals. In determining whether the proposal has received the
requisite number of votes, abstentions and shares present but withheld from
voting, by virtue of the foregoing, will count as votes against the proposal.
Beneficial Owner.
Any beneficial owner of shares registered to a nominee shall be recognized by
the Company as the shareholder entitled to vote such shares in the event such
beneficial owner returns a proxy or personally attends the Annual Meeting.
Proxy Solicitation.
The enclosed proxy is solicited on behalf of the board of directors of the
Company. The costs of this solicitation will be borne by the Company. Proxy
solicitations will be made by mail. We do not intend to solicit proxies by
personal interview, telephone or telegram. If we do solicit proxies in that
manner, our officers and employees will not be additionally compensated, but
may be reimbursed for their out-of-pocket expenses in connection with the
solicitation.
Proxies; Revocation.
Individuals appointed as proxies will vote those shares of our common stock
represented by properly executed proxy in accordance with the instructions
indicated on the proxy. In order to be voted, we must have received a
properly executed proxy prior to or at the Annual Meeting. Also, the proxy
must not have been duly and timely revoked. If the stockholder provides no
instructions on a properly executed proxy, that proxy will be voted "FOR" the
approval of the proposals. A properly executed proxy marked "ABSTAIN,"
although counted for purposes of determining whether there is a quorum and
for purposes of determining the aggregate voting power and number of shares
represented and entitled to vote at the Annual Meeting, will not be voted.
However, because of the vote required for each proposal, a proxy marked
"ABSTAIN" will have the effect of a vote against the proposals.
A stockholder may revoke a properly executed proxy at any time before the
proxy is voted, either in person at the Annual Meeting or by filing with the
Corporate Secretary, at the Company's principal executive office, a duly
executed written revocation or a new proxy bearing a later date. Attendance
at the Annual Meeting will not by itself result in revocation of proxy.
The attendance, in person or by proxy, of the holders of a majority of the
shares entitled to vote is necessary to constitute a quorum at the Annual
Meeting. If a quorum exists at the Annual Meeting, each proposal will be
approved by the affirmative vote of a majority of the shares represented at
the meeting and entitled to vote on each proposal. Under Florida law,
abstentions and shares referred to as broker or nominee non-votes (i.e.,
shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote and the
broker or nominee does not have discretionary authority to vote on a
particular matter) are treated as shares that are present and entitled to
vote for purposes of determining the presence of a quorum. For purposes of
determining the outcome of any matter as to which the proxies reflect
abstentions or broker or nominee non-votes, shares represented by such
proxies are treated as not present and not entitled to vote on that subject
matter, and therefore will not be considered when counting votes cast on the
matter (even though those shares are considered entitled to vote for quorum
purposes and may be entitled to vote on other matters.) If less than a
majority of the outstanding shares is represented at the Annual Meeting, a
majority of the shares so represented may adjourn the Annual Meeting from
time to time without further notice. As of the record date for the Annual
Meeting, the Company's directors and executive officers held or controlled
approximately 56% of the outstanding shares entitled to vote.
Rights of Dissenting Shareholders.
Dissenting shareholders' rights under the Florida Business Corporation Act and
the Articles of Incorporation and By-Laws of the Company are not applicable
to the proposals described below.
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is a summary of the material
terms thereof and is qualified by reference to the applicable provisions of
our articles of incorporation and bylaws.
We have authorized capital stock consisting of 500,000,000 shares of common
stock, par value $0.001 per share. As of June 8, 2000 there were 24,098,321
shares issued and outstanding (excluding 19,256 shares of restricted stock,
which have no voting rights) and 183 holders of such common stock. The
holders of our common stock (other than the restricted stock):
- are entitled to such dividends as may be declared by our board of directors
out of funds legally available therefore;
- are entitled to one vote per share;
- have no preemptive or conversion rights;
- are subject to, or entitled to the benefits of, any redemption or sinking
fund provision; and
- are entitled upon liquidation to receive the remainder of our assets after
the payment of corporate debts.
Voting is noncumulative. All shares of our common stock outstanding as of
June 8, 2000 are fully paid and non-assessable. No cash dividends have been
declared on any of the common stock during the last two fiscal years or from
July 1, 1999 to the date hereof.
Presently there is no public trading market for the Company's common stock.
The transfer agent and registrar for our common stock is Registrar and
Transfer Company, Cranford, New Jersey.
OTHER MATTERS
The board of directors knows of no matter other than those matters listed in
the Notice of Annual Meeting of Stockholders which will be brought before the
Annual Meeting for a vote of our stockholders. If any other matter properly
comes before the Annual Meeting for a stockholders' vote, the persons named
in the enclosed proxy will vote in their discretion on each such matter
according to their best judgment of what is in the Company's interest.
The information contained in this document is to our best knowledge, and the
information contained herein with respect to the directors, nominees for
director, executive officers and principal stockholders is based upon
information which these individuals have provided to us.
It is important that all shares of stock be represented at the Annual
Meeting, regardless of the number of shares held by any individual
stockholder. Since this meeting is important to your investment in the
Company, we ask you to sign, date and return the enclosed proxy promptly.
For your convenience, we have enclosed a return envelope requiring no
additional postage if mailed within the United States.
Stockholder Proposals for 2001 Annual Meeting.
We anticipate that the next annual meeting of stockholders will be held in
November, 2001. Holding our annual meeting during that month would better
coordinate with the Company's new fiscal year end of June 30. In order for a
stockholder's proposal to be considered for inclusion in our proxy statement
for that meeting, we must receive the proposal no later than August 15, 2001.
You should send any proposal to us to the attention of our Corporate
Secretary. The proposal must be in compliance with then existing rules and
regulations of the Securities and Exchange Commission and applicable
provisions of Florida corporate law.
PROPOSALS FOR 2000 ANNUAL MEETING
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's articles of incorporation currently state that our board of
directors shall consist of not less than three or more than nine members who
are elected to staggered three-year terms. The directors who fill these
positions belong to three classes and are elected to staggered three-year
terms. Class I consists of directors whose term will expire in 2002;
Class II consists of directors whose term will expire in 2000; and Class III
consists of directors whose term will expire in 2001. The board of directors
recommends that Ron LeGrand and John Rice be elected to Class II, with terms
expiring at the annual meeting in 2003.
The terms of the three members elected last year to Class II were scheduled
to have expired as of the Annual Meeting. However, all three members
resigned during the year 1999. In November 1999, the board of directors
appointed three individuals (including Ron LeGrand) to fill the remaining
terms of the Class II directors. Two of these individuals were subsequently
removed by a majority of shareholders action (see Ratification of Removal of
Directors, below for more information about the removal). The board of
directors subsequently appointed John Rice to one of the vacant seats in
Class II. In addition, the board reduced the number of directors to five
members. The board of directors may, from time to time, expand the number of
board members in accordance with the Company's articles of incorporation.
(See Executive Officers and Directors for more information about the nominees.)
YOUR BOARD OF DIRECTORS SUPPORTS THE ELECTION OF THE NAMED INDIVIDUALS TO THE
BOARD OF DIRECTORS FOR THE TERMS INDICATED. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" ELECTION OF THESE INDIVIDUALS TO CLASS II
DIRECTORSHIPS.
PROPOSAL NO. 2
RATIFICATION OF REMOVAL OF DIRECTORS
On January 28, 2000 holders representing a majority of the outstanding shares
of the Company removed Messrs. Daniel S. Pena, Sr., Charles Grubbs, and Bruce
Whipple as directors of the Company. The removal of these individuals was
accomplished through written action pursuant to Florida Statutes Section
607.0704 and Section 3.12 of the Company's bylaws. Pursuant to Florida law,
a notice of such action was mailed to all shareholders within 10 days of the
action. The outstanding shares represented in this action were owned or
controlled by David Reecher, Jose Alvarez, Ray Rach and Ron LeGrand, each of
whom is a member of the board of directors.
YOUR BOARD OF DIRECTORS SUPPORTS THE RATIFICATION OF THE ACTION TAKEN ON
JANUARY 28, 2000 REMOVING MESSRS. PENA, GRUBBS AND WHIPPLE, AND THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE PRIOR ACTION REMOVING
THESE INDIVIDUALS.
PROPOSAL NO. 3
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Prior to last year's merger transaction involving Success Development
International, Inc. ("SDI") and Great Wisdom Publishing, Inc., SDI had
engaged James Moore & Co., P.L. as independent public accountants for
the audit of its December 31, 1995 and December 31, 1996 financial
statements. However, SDI's financial statements for the year ending December
31, 1997 and December 31, 1998 were not audited until the new management of
the Company again engaged James Moore & Co., P.L. to complete the fiscal year
1997 and 1998 audits. In addition, James Moore & Co., P.L. has completed the
Company's financial statement audit for fiscal year ended June 30, 1999. The
Company plans to continue to engage James Moore & Co., P.L. for the audit of
the Company's financial statements for fiscal year ending June 30, 2000.
YOUR BOARD OF DIRECTORS SUPPORTS THE RATIFICATION OF THE SELECTION OF
JAMES MOORE & CO., P.L. AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS, AND
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION.
EXECUTIVE OFFICERS AND DIRECTORS
Directors of the Company serve staggered three-year terms, so that no more
than two directors are elected each year. The following persons are the
current executive officers and directors of the Company:
<TABLE>
<CAPTION>
DIRECTOR TERM TO
NAME AGE POSITION SINCE EXPIRE
<S> <C> <C> <C> <C>
David A. Reecher 40 Director & CEO/President 1999 2002
Jose A. Alvarez 51 Director & Executive 1999 2002
V.P./CFO/Secretary/Treasurer
Raymond Rach 65 Director & Vice President 1995 2001
Ron LeGrand 52 Director 1999 2000
John Rice 48 Director 2000 2000
Alison C. Crolley 36 Chief Operating Officer N/A N/A
</TABLE>
Background of Current Officers and Directors.
Following is a brief description of the background of the current officers
and directors of the Company based on information provided by them to the
Company.
David A. Reecher was the founder, President and Chief Executive Officer of
Great Wisdom Publishing, Inc. ("Great Wisdom") which is now a wholly-owned
subsidiary of the Company. Prior to founding Great Wisdom, he was Vice
President and co-owner of TOWERS Club Press, Inc., a publisher and
advertising agency. Mr. Reecher is co-founder and former President of
Aviation Surplus Sales, Inc., an aircraft parts company; and is the founder,
Chairman and majority owner of Marketing Solutions, d/b/a Little Mountain
Promotions., an advertising distribution service. Mr. Reecher has also been
involved with the advertising and marketing of a variety of businesses which
include restaurants, insurance companies, mail order companies, and
chiropractors. He has been leading large organizations for over a decade,
including the Powerplant Programs for both Presidential Airways and Discovery
Airways, and the production facility for Aerotest, a large southern
California aircraft repair facility. Mr. Reecher is also a director of
Energy Conservation International, Inc. He has been a director of the
Company since March 1999.
Jose A. Alvarez is a C.P.A. who founded his own accounting firm in 1975 and
developed it through mergers, acquisitions and referrals. At one point he
was involved with offices in four cities, with nearly $2,000,000 in revenue.
He sold his practice in 1996. In addition to running his practice, he was a
college accounting professor for six years. In 1996 Mr. Alvarez co-founded
Great Wisdom as its Chief Financial Officer and Director. Mr. Alvarez has
been a consultant on business growth, financial, tax and management advice,
mergers, sales and acquisitions, estate and gift tax considerations, and
company valuations. Mr. Alvarez is also a director of Energy Conservation
International, Inc. He graduated from the University of South Florida in
1971 with a B.A. in accounting. He has been a director of the Company since
March 1999.
Raymond Rach joined The LeGrand Group, Inc., which is now known as SDI
LeGrand Publishing, Inc. ("SDI LeGrand Publishing") as President in January
1993. Mr. Rach served as President of the Company from April 1995 until
November 1995, when he became President of Telstar Consulting, Inc., a
former telemarketing subsidiary of the Company, and a Vice President of the
Company. He has served as a director of the Company since April 1995.
Before joining The LeGrand Group, Inc., Mr. Rach spent five years, from 1987
to 1992, as Executive Vice President with Budd Mayer Corporation, one of the
nation's largest regional food brokerage firms.
Ron LeGrand founded The LeGrand Group, Inc., in 1989. He was President and a
Director of The LeGrand Group, Inc., until January, 1995 and President,
Secretary, Treasurer and a Director of Results Publishing, Inc., a former
subsidiary of the Company, until November 1995. An original director of the
Company, he resigned as a director of the Company in March, 1996. An active
real estate entrepreneur, Mr. LeGrand has bought and sold more than 1,100
single family houses over the last 14 years. Based upon this personal
experience, Mr. LeGrand developed many of the courses and programs offered by
SDI Wealth Institute, Inc. ("SDI Wealth Institute") today. In addition, Mr.
LeGrand speaks nationally, teaching his real estate investing and management
methodology at SDI Wealth Institute programs. He has been a director of the
Company since November 1999.
John Rice has been marketing head of Hulett Environmental Services since
1990. He also makes television commercials and conducts success seminars
throughout the country. Mr. Rice is one of the featured personalities in SDI
Wealth Institute's current infomercial. He has been a director of the
Company since March 2000.
Alison C. Crolley has been chief operating officer of the Company since May
2000. Prior to that, Ms. Crolley was Operations Manager of SDI LeGrand
Publishing and SDI Wealth Institute. She began employment with SDI LeGrand
Publishing in 1999. Prior to joining SDI LeGrand Publishing, Ms. Crolley was
__________________.
Board of Directors Meetings.
During fiscal year 1999, the board of directors held one regularly scheduled
meeting and one special meeting. None of the directors attended fewer than
75% of the aggregate of (i) the total number of Board meetings held during
the period in which such director was a member of the Board during fiscal
year 1999 or (ii) the total number of meetings held by all committees of the
board on which such director served during the periods served.
Director Compensation.
The Company has no standard arrangements pursuant to which directors of the
Company are compensated, but the former Chairman of the Board, Daniel S.
Pena, Sr., through a related company named Great Western Development, Inc.,
received $10,000 per month from the Company and its subsidiaries from
February 1999 through the month of his removal. The Company has no plans to
pay directors' compensation.
Involvement in Certain Legal Proceedings.
Mr. Reecher and Mr. Alvarez are executive officers of Access Publishers'
Network, Inc. ("Access"), which is a wholly-owned subsidiary of Great Wisdom.
On June 1, 2000, five inactive publishers who used Access as a distributor
filed a petition in the Bankruptcy Court of the Western District of Michigan
attempting to force Access into an involuntary bankruptcy proceeding. Access
plans to file a motion to dismiss the petition.
Material Proceedings Adverse to Registrant.
In February 2000, shortly after his removal from the Board, Mr. Pena
commenced an action against the Company, Mr. Reecher, Mr. Alvarez, Mr. Rach
and Mr. LeGrand (the majority stockholders that had taken the action by
written consent). Mr. Pena sought no affirmative relief from the Company,
but sought relief from one or more of the other defendants for alleged breach
of fiduciary duty, conversion of corporate funds, constructive fraud,
usurpation of corporate opportunity, waste of corporate assets, conspiracy to
defraud and breach of contract. The Company filed a motion to dismiss.
Prior to hearing such motion, Mr. Pena amended his action. The complaint
included allegations against Mr. Reecher and Mr. Alvarez for actions alleged
to have taken place while they were not involved with the Company. Mr. Pena
had been the Chairman of the Board for the entire period of most of the
allegations. The Company filed an amended motion to dismiss on April 13,
2000.
On April 19, 2000, The Company filed suit against Mr. Pena and three of his
related companies alleging certain improprieties with regard to the actions
that were taken that led to the Mr. Pena's dismissal, as well as the
interference with advantageous business relationships resulting from the
effect of a series of letters sent by Mr. Pena to the Company's stockholders,
creditors, acquisition candidates, vendors and business relationships. The
suit further alleges he has posted these letters (as well as other
confidential Company information) on a website. Special counsel has been
retained by the Company in connection with this action. The Company would be
responsible for the payment of the fees of the special counsel with respect
to the claim against the named directors in the event the directors are
successful.
The Company intends to vigorously defend this lawsuit, and to vigorously
pursue its claims against Mr. Pena. The ultimate outcome of these matters is
not presently determinable.
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
& PRINCIPAL SHAREHOLDERS
The table below presents certain information regarding beneficial ownership
of the Company's Common Stock as of June 8, 2000, by (i) each shareholder
known to the Company to own more than 5% of the outstanding shares of Common
Stock, (ii) each executive officer and director of the Company, and (iii) all
executive officers and directors as a group.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership Of Class
<S> <C> <C>
David A. Reecher (a) 5,663,650 22.34%
Ron LeGrand (a) 5,586,982 (b) 22.53%
Jose A. Alvarez (a) 1,472,549 5.81%
Raymond Rach (a) 773,179 (c) 3.54%
John Rice (a) 0 0.00%
Alison C. Crolley (a) 0 0.00%
Daniel S. Pena (d) 6,214,555 (e) 28.46%
All Directors and
Executive Officers
as a Group (5 persons) 13,746,360 (f) 54.23%
Total Shares Outstanding 25,348,321 (f) 100%
<FN>
(a) Business Address: 9799 Old St. Augustine Road, Jacksonville, Florida 32257
(b) In addition, Mr. LeGrand has the option to purchase 125,000 shares.
(c) In addition, Mr. Rach has the option to purchase 125,000 shares.
(d) Business Address: 11622 Dorrance Lane, Stafford, Texas 77477.
(e) In addition, Mr. Pena has the option to purchase 1,000,000 shares.
(f) Including vested options of above individuals.
</TABLE>
Section 16(a) Beneficial Ownership Reporting Compliance.
The Company was not furnished with any copies of Forms 3 or 4 during the
Company's fiscal year ended June 30, 1999. In addition, the Company was not
furnished with any copies of Form 5 with respect to the Company's fiscal year
ended June 30, 1999.
Summary Compensation Table.
For the fiscal years set forth below, the following executive officers were
the most highly compensated executive officers of the Company.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1)
GWP/IMH SDI
Name/Principal For Year Other Annual Other Annual
Position Ending Salary Compensation Salary Compensation
<S> <C> <C> <C> <C> <C>
David A. Reecher 1999 110,167 -0- -0- -0-
President/CEO (2) 1998 12,000 30,000 -0- -0-
1997 -0- -0- -0- -0-
Daniel S. Pena, Sr. 1999 -0- 40,000 -0- 10,000
Chairman of Board, 1998 -0- -0- -0- 12,528
CEO (3) 1997 -0- -0- -0- 3,009
Raymond Rach 1999 92,162 -0- 52,050 -0-
Vice President 1998 -0- -0- 244,374 -0-
1997 -0- -0- 133,914 -0-
Jose A. Alvarez 1999 104,167 16,650 -0- -0-
Executive VP, CFO, 1998 -0- 82,750 -0- -0-
Secretary and 1997 -0- 3,000 -0- -0-
Treasurer
Shawn Casey 1999 -0- 24,237 18,386 38,333
President 1998 -0- -0- 108,272 214,886
and CEO (4) 1997 -0- -0- 147,253 147,010
Ron LeGrand 1999 59,106 -0- 55,407 -0-
1998 -0- -0- 231,801 -0-
1997 -0- -0- 115,438 -0-
<FN>
(1) Salaries and compensations for GWP/IMH based upon fiscal years ending
June 30. Salaries and compensations for SDI in 1999 are through March 31,
1999 and calendar years 1998 and 1997.
(2) Mr. Reecher was President/CEO of Great Wisdom during each the fiscal
years listed. He became President/CEO of the Company in March 1999.
(3) Mr. Pena was Chairman of the Company until his removal in January 2000.
He was President/CEO in February and March of 1999.
(4) Mr. Casey resigned as President/CEO in February 1999.
</TABLE>
There were no long term compensation awards or payouts to any of the above
individuals during fiscal year 1999 or during the current fiscal year.
Options.
No options were granted to or exercised by executive officers or directors
during fiscal year 1999 or during the current fiscal year.
Long Term Incentive Plans.
There were no awards made to executive officers or directors under the
Company's Long Term Incentive Plan during the last fiscal year. In addition,
no such awards have been made during the current fiscal year.
Employment Agreements.
The Company has entered into Employment Agreements with Mr. Reecher, Mr.
Alvarez and Mr. LeGrand. Each agreement prohibits the employee from engaging
in a competing business in the United States or any country in which the
Company does business for a period of two years after termination of
employment.
<TABLE>
<CAPTION>
Annual Base Current Term
Name Position Salary Bonus Ends
<S> <C> <C> <C> <C>
David Reecher CEO/President $150,000 Formula* 3/9/01
Jose Alvarez CFO/EVP/Sec./ $150,000 Formula* 3/9/01
Treasurer
Ron LeGrand Employee $75,000 - 0 - 1/1/01
<FN>
*See more detailed description of bonus below.
</TABLE>
Mr. Reecher.
Mr. Reecher's agreement, effective March 9, 1999, provides for a base salary
of $12,500 per month ($150,000 annually) and a quarterly bonus of $15,000
with respect to any fiscal quarter in which the Company's net income exceeds
10% but not more than 15% of its gross revenue. The quarterly bonus is equal
to $25,000 with respect to any fiscal quarter in which net income exceeds 15%
of gross revenue. The agreement renews automatically annually but is subject
to termination by Mr. Reecher upon 60 days notice and by the Board of
Directors of the Company for good cause, as defined in the agreement.
Mr. Alvarez.
Mr. Alvarez's agreement, effective March 9, 1999, provides for a base salary
of $12,500 per month ($150,000 annually) and a quarterly bonus of $15,000
with respect to any fiscal quarter in which the Company's net income exceeds
10% but not more than 15% of its gross revenue. The quarterly bonus is equal
to $25,000 with respect to any fiscal quarter in which net income exceeds 15%
of gross revenue. The agreement renews automatically annually but is subject
to termination by Mr. Alvarez upon 60 days notice and by the Board of
Directors of the Company for good cause, as defined in the agreement.
Mr. LeGrand.
Mr. LeGrand's agreement, effective March 17, 2000 provides for a base annual
salary of $75,000 retroactive to January 1, 2000. The agreement restricts
Mr. LeGrand from being employed by any other entity, other than two companies
that he either owns or of which he is an officer. These companies have
related transactions with the Company that are more fully described in the
Section below entitled "Certain Transactions." The agreement provides for
automatically renewable one year terms unless the Company provides 30 days
notice prior to the commencement of any one year period that the term shall
not be extended. The Company may terminate the agreement at any time with
cause and may terminate without cause upon the payment of a severance equal
to one month's salary.
Certain Transactions.
Ron LeGrand is the sole shareholder and president of Northside Funding, Inc.
(``Northside Funding"). Under a certain Speaking and Consulting Agreement
dated as of March 17, 2000, between Northside Funding, Ron LeGrand, SDI
Wealth Institute and SDI LeGrand Publishing, Northside Funding is obligated
to produce Mr. LeGrand for speaking at a minimum of 100 days of events
sponsored or endorsed by the Company. Northside Funding is to receive the
greater of (i) $3,000 for each day that Mr. LeGrand speaks at covered events
or (ii) 10% of SDI Wealth Institute's share of the gross revenues from the
sale of SDI LeGrand Publishing's product at each event. In addition, Mr.
LeGrand is an owner and officer of Global Publishing, Inc. ("Global
Publishing"). Effective March 1, 2000, Global Publishing has leased from the
Company property located at 3001 Hartley Road in Jacksonville, Florida for
$3,200 per month. The property had been vacant since April 1999. The term
of the lease is for 12 months. All products and services that Mr. LeGrand has
created, or will create, during his employment with the Company are the
exclusive property of the Company. In addition to creating new products for
the Company, Mr. LeGrand creates and maintains the material included in and
teaches, and speaks on behalf of SDI LeGrand Publishing and SDI Wealth
Institute at many workshops and seminars throughout the United States and
Canada.
As of September 1998, Great Wisdom and Jose A. Alvarez entered into a five
year lease for a facility in Plant City, Florida owned by Mr. Alvarez. Mr.
Alvarez receives market or below market rent for the leasing of the facility
to Great Wisdom. During the period April 1, 1999 through December 1999 the
Company used the facility as its financial office. In addition, Alvarez &
Co. received $16,650 in consulting fees during the last fiscal year for
services provided to Great Wisdom by Mr. Alvarez, who was President of
Alvarez & Co.
Since mid-January 2000, John Rice has funded approximately $ for the
infomercial sponsored by SDI Wealth Institute, and he receives a 5% fee from
SDI Wealth Institute for such funding. The total amount paid to Mr. Rice in
connection with the infomercial since the beginning of the last fiscal year was
approximately $ . Since 1998, Think Big, Inc., of which Mr. Rice is an
owner, has received a 2% royalty on products sold through SDI Wealth
Institute's infomercial. These agreements with regard to a funding fee and
royalty fee were reached prior to Mr. Rice becoming a director of the Company.
All current transactions between the Company and its officers, directors, and
principal shareholders and their affiliates have been approved by a majority of
the disinterested directors, who do not have an interest in the transaction and
who had access, or are on terms no less favorable to the Company than could be
obtained from unrelated third parties.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountant is James Moore & Co, P.L. of
Daytona Beach, Florida. A representative of the independent public
accountant is expected to be present at the Annual Meeting. During the past
two fiscal years, there have been no changes in or disagreements with the
Company's independent accountant on accounting and financial disclosure \
matters.
AUDIT COMMITTEE AND COMPENSATION COMMITTEE
The Company has a standing audit committee and a compensation committee.
During the period beginning July 1, 1998 through June 2000, the following
persons served on the committee indicated:
<TABLE>
<CAPTION>
Audit Committee Compensation Committee
<S> <C>
Jose A. Alvarez Daniel S. Pena, Sr. (d)
(April 20, 1999 to present) (July 1, 1998 to January 28, 2000)
Raymond Rach Raymond Rach
(July 1, 1998 to April 20, 1999 (April 20, 1999 to present)
and May ____, 2000 to present)
Jarrell D. Ormand (a) Jarrell D. Ormand (a)
(April 20, 1999 to (April 20, 1999 to November 17, 1999)
November 17, 1999)
Ted Nicholas (b)
(April 20, 1999 to February 21, 1999)
<FN>
(a) Mr. Ormand resigned in November 1999.
(b) Mr. Nicholas resigned in February 2000.
(c) Mr. Stone resigned in February 2000.
(d) Mr. Pena was removed as director in January 2000.
</TABLE>
Neither Committee has a written charter adopted by the board of directors.
There has been one meeting of the Audit Committee and no meetings of the
Compensation Committee during the period indicated above. The functions of
the Audit Committee include recommending independent public accountants for
the Company, reviewing fees paid to such independent public accountants,
reviewing the audit reports and reviewing other financial information of the
Company. The Compensation Committee was established to review the
performance of key employees and recommend to the full Board appropriate
compensation for such employees.
The Audit Committee (i) has reviewed and discussed the audited financial
statements with management, (ii) has discussed with the Company's independent
auditors the matters required to be discussed by SAS61, as may be modified or
supplemented, and (iii) has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committee), as may be modified or supplemented, and
has discussed with the independent accountant the independent accountant's
independence. Based upon the review and discussions referred to in clauses
(i), (ii) and (iii) above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-KSB for fiscal year 1999 for filing with the
Securities and Exchange Commission.
ANNUAL REPORTS
The Company is required to provide an annual report to shareholders. An
annual report for fiscal year 1999 on Form 10-KSB, including audited
financial statements for fiscal year 1999, is being sent to each shareholder
of record. In addition, the Company has filed with the Securities and
Exchange Commission annual [and quarterly] reports on Form 10-KSB and Form
10-QSB, respectively, thorough the fiscal year ending June 30, 1999.
Information Available from Company.
Upon written request, the Company will furnish (without charge) to any
shareholder its annual report for fiscal year ended June 30, 1999 on Form
10-KSB filed with the Securities and Exchange Commission. All such requests
must be addressed to:
Jose A. Alvarez
Chief Financial Officer
International Media Holdings, Inc.
9799 Old St. Augustine Road
Jacksonville, Florida 32256
Information on SEC Website.
Alternatively, any shareholder or other member of the general public may
review the most recent Form 10-KSB (annual report) as well as Forms 10-QSB
(quarterly report) and other reports, proxy and information statements and
other information regarding the Company that is filed with the SEC by
accessing the SEC's web site at http://www.sec.gov.
Information at SEC Offices.
In addition, the public may read and copy any materials that the Company
files with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by call the SEC at 1-800-SEC-0330.
LIST OF DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report for Period Ending June 30, 1999 on Form 10-KSB
LIST OF APPENDICES
1. Form of Proxy
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INTERNATIONAL MEDIA HOLDINGS, INC., TO BE VOTED AT THE
JUNE ____, 2000 ANNUAL MEETING OF SHAREHOLDERS
The undersigned, a holder of shares of common stock, par value $.001
("Shares"), of International Media Holdings, Inc. ("IMH"), acting with
respect to all of the Shares held by the undersigned at the close of business
on June 8, 2000 (the "Record Date"), hereby appoints Jose A. Alvarez and David
A. Reecher to vote all the undersigned's shares as follows concerning the
proposals set forth below.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" EACH OF THE
FOLLOWING PROPOSALS
[To vote on both proposals as recommended by the Board of Directors check
here [ ] FOR ALL PROPOSALS, then skip Items I, II and III and sign and date
below]
I. ELECTION OF DIRECTORS
Nominee Term Ends
Ron LeGrand 2003 [ ] FOR [ ] AGAINST [ ] ABSTAIN
John Rice 2003 [ ] FOR [ ] AGAINST [ ] ABSTAIN
II. RATIFICATION OF PRIOR ACTION REMOVING DAN PENA, CHARLES GRUBBS AND
BRUCE WHIPPLE AS DIRECTORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
III. RATIFICATION OF JAMES MOORE & CO., P.L. AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR IMH
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IMPORTANT INSTRUCTIONS - PLEASE READ CAREFULLY:
Please indicate your support of a proposal by marking the box beside "FOR"
and signing, dating and mailing this proxy promptly, using the enclosed,
postage paid envelope. If you need additional proxy forms or assistance,
please call IMH at (904) 886-2985.
UNLESS OTHERWISE INDICATED ABOVE, THIS PROXY REVOKES ALL PRIOR PROXIES
GIVEN WITH RESPECT TO THE PROPOSALS SET FORTH HEREIN.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF IMH,
DATED JUNE ____, 2000, IN CONNECTION WITH THE JUNE ____, 2000 ANNUAL MEETING
OF SHAREHOLDERS. UNLESS OTHERWISE SPECIFIED, BY SIGNING AND DELIVERING THIS
PROXY TO IMH, THE UNDERSIGNED WILL BE DEEMED TO HAVE VOTED "FOR" THE
PROPOSALS.
Date: , 2000
Signature (title, if any)
Date: , 2000
Signature (title, if any)
Please sign your name above and date the proxy. When shares are registered
in the names of more than one person, the proxy should be signed by all named
holders. When signing as an attorney, executor, administrator, trustee, or
guardian, please indicate your title. If a corporation, please sign in full
corporate name by president or authorized officer. If a partnership, please
sign in partnership name by authorized person.
Dated and Mailed: June ____, 2000
