SCHEDULE 14A
(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
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
|X| Definitive proxy statement Commission Only (as permitted by
|_| Definitive additional materials Rule 14a-6(e)(2))
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SYMPOSIUM CORPORATION
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(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 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(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:
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SYMPOSIUM CORPORATION
410 PARK AVENUE, SUITE 830
NEW YORK, NEW YORK 10022
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 28, 2000
To Our Shareholders:
We hereby give you notice that a special meeting of shareholders (the
"Special Meeting") of Symposium Corporation (the "Company") will be held on
December 28, 2000, at 4:00 p.m., New York time, at the offices of the Company,
410 Park Avenue, Suite 830, New York, New York 10022 to consider the following:
1. To consider and vote upon a proposal to approve an amendment to the
Company's Amended and Restated Certificate of Incorporation to change
the name of the Company to Cross Media Marketing Corporation; and
2. To transact such other business as may properly come before the Special
Meeting or any adjournment or postponement of the Special Meeting.
Only shareholders of record at the close of business on December 6, 2000
are entitled to notice of, and to vote at, the Special Meeting and any
adjournment or postponement of the Special Meeting.
Whether or not you plan to attend the Special Meeting in person, please
complete, sign, date and return the enclosed proxy in the accompanying
postage-paid reply envelope. If you attend the Special Meeting, you may vote in
person even if you have returned a proxy. By promptly returning your proxy, you
will greatly assist us in preparing for the Special Meeting.
By order of the Board of Directors,
Ronald Altbach
Chief Executive Officer and Chairman
of the Board of Directors
New York, New York
December 13, 2000
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IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE AS PROMPTLY AS
POSSIBLE. IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR
PROXY AND VOTE YOUR SHARES IN PERSON.
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SYMPOSIUM CORPORATION
410 PARK AVENUE, SUITE 830
NEW YORK, NEW YORK 10022
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 28, 2000
SPECIAL MEETING
This Proxy Statement and the enclosed Proxy are furnished in connection
with the solicitation of proxies on behalf of the Board of Directors of
Symposium Corporation, a Delaware corporation ("Symposium" or the "Company"),
for use at a special meeting of shareholders (the "Special Meeting") of the
Company to be held at the offices of the Company, 410 Park Avenue, Suite 830,
New York, New York 10022 on December 28, 2000 at 4:00 p.m., New York time. We
are first mailing copies of this Proxy Statement, the attached Notice of the
Special Meeting and the form of Proxy on or about December 13, 2000.
At the Special Meeting, holders of Symposium common stock, par value
$0.001 ("Common Stock") will vote upon a proposal to amend the Company's Amended
and Restated Certificate of Incorporation (the "Certificate of Incorporation")
to change the name of the Company to Cross Media Marketing Corporation (the
"Corporate Name Change").
The principal executive offices of the Company are located at 410 Park
Avenue, Suite 830, New York, New York 10022, and the telephone number of the
Company is (212) 752-2601.
RECORD DATE
Only shareholders of record as of the close of business on December 6,
2000 (the "Record Date"), will be entitled to vote at the Special Meeting and
any adjournment thereof. As of the Record Date, there were 28,604,519 shares of
Symposium Common Stock issued and outstanding. Each shareholder of record as of
the Record Date is entitled to one vote at the Special Meeting for each share of
Symposium Common Stock held. The Common Stock is the only outstanding class of
capital stock of the Company with voting rights.
SOLICITATION OF PROXIES
Proxies for use at the Special Meeting are being solicited by the Board of
Directors of the Company. The Company will bear the cost of soliciting proxies.
PROXIES, VOTING AND REVOCATION
Shares of Symposium Common Stock that are represented by a properly
executed proxy received prior to the vote at the Special Meeting and not revoked
will be voted at the Special Meeting as directed in the proxy. If a proxy is
submitted and no directions are given, the proxy will be voted for in favor of
the Change of Name Proposal.
Only shares affirmatively voted in favor of a proposal (including properly
executed proxies not containing voting instructions) will be counted as vote in
favor of that proposal. Failure to submit a proxy (or to vote in person) or
abstention from voting will have the same effect as a vote against a proposal.
Shares represented by proxies that reflect abstentions or "broker non-votes"
(that is, shares held by a broker or nominee that are represented at the Special
Meeting, but with respect to which that broker or nominee is not empowered to
vote on a particular proposal) will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum for the
transaction of all business. Because shares with respect to which shareholders
abstain are deemed to
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be present and entitled to vote, abstentions as to a proposal will have the same
effect as a vote against the proposal. Broker non-votes, however, will be
treated as not voted for purposes of determining approval of a proposal and will
not be counted as votes for or against a proposal.
Proxy holders may, in their discretion, vote shares to adjourn the Special
Meeting to permit further solicitation of proxies in favor of the Corporate Name
Change proposal. Shares of Symposium Common Stock with respect to which a proxy
is signed and returned indicating a vote against the Corporate Name Change
proposal may not be voted in favor of adjournment.
Votes will be tabulated at the Special Meeting by inspectors of election.
A shareholder of record may revoke a Proxy at any time prior to its being
voted by filing an instrument of revocation with Ronald Altbach, the Secretary
of the Company, by filing a further duly executed Proxy bearing a later date, or
by appearing at the Special Meeting in person, notifying the Secretary, and
voting by ballot at the Special Meeting. Any shareholder of record attending the
Special Meeting may vote in person whether or not he or she has previously
submitted a Proxy, but the mere presence of a shareholder at the Special Meeting
will not, absent notification of the Secretary of the Company, constitute
revocation of a previously submitted proxy.
The Board of Directors is not aware of any matters that will be brought
before the Special Meeting other than as described in this Proxy Statement. If
any other matters properly come before the Special Meeting, however, the persons
named on the enclosed Proxy card will vote in accordance with their best
judgment on such matters.
QUORUM
The Company's by-laws provide that a majority of all of the shares of
Symposium Common Stock entitled to vote, whether present in person or
represented by proxy, will constitute a quorum for the transaction of business
at the Special Meeting. If less than a majority of the outstanding shares of
Symposium Common Stock are represented at the Special Meeting, a majority of the
shares so represented may adjourn the Special Meeting from time to time without
further notice.
REQUIRED VOTE
The affirmative vote of a majority of the outstanding shares of Symposium
Common Stock on the Record Date is required to approve the Change of Name
Proposal.
PRINCIPAL SHAREHOLDERS
The following table sets forth as of November 28, 2000 certain information
relating to the ownership of Symposium Common Stock by (i) each person known by
the Company to be the beneficial owner of more than five percent (5%) of the
outstanding shares of Symposium Common Stock, (ii) each of the Company's
directors, (iii) each executive officer, and (iv) all of the Company's executive
officers and directors as a group.
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Name And Address Amount And Nature Of Percent
Of Beneficial Owner(1) Beneficial Ownership(2) Of Class
Richard Prochnow 2,500,000 8.7%
2550 Heritage Court, Suite 106
Atlanta, Georgia 30339
Michael Lauer 21,019,069 (3) 55.5%
475 Steamboat Road
Greenwich, Connecticut 06830
Capital Research Ltd. 2,907,273 (4) 9.7%
111 Veteran Square
Media, Pennsylvania 19063-3212
Ronald Altbach 1,513,333 (5) 5.2%
Lancer Offshore Inc. 20,019,069 (6) 52.9%
Kaya Flamboyan 9
Curacao, Netherlands Antilles
Richard Cohen 171,000 (7) *
Richard Kaufman 225,000 (8) *
Tim S. Ledwick 43,750 (9) *
Polly Bauer 50,000 (10) *
Ken Lambert 93,000 (11) *
Bruce Dorskind 90,000 (12) *
Andrew Nelson 10,417 (13) *
All officers and directors as a group
(8) persons) 2,196,500 7.4%
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* Less than 1%.
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of Symposium Corporation, 410 Park Avenue, Suite 830, New York, NY 10022.
(2) Unless otherwise indicated and subject to applicable community property
laws, Symposium believes that all persons named in the table have sole voting
and investment power with respect to all shares of Symposium Common Stock
beneficially owned by them. A person is deemed to be the beneficial owner of
securities that may be acquired by such person within 60 days of November 28,
2000 upon the exercise of options, warrants or convertible securities. Each
beneficial owner's percentage of ownership is determined by assuming all
options, warrants or convertible securities that are held by such person (but
not held by any other person) and which are exercisable or convertible within 60
days of November 28, 2000 have been exercised or converted. Percent of Class
(third column above) is based on 28,604,519 shares of Symposium Common Stock
outstanding as of November 28, 2000, as adjusted to give effect to the
assumptions regarding conversion and exercise in the previous sentence.
(3) Includes shares owned by Lancer Offshore (see note 6) and 1,000,000 shares
owned by Lancer Partners, which Mr. Lauer may be deemed to beneficially own by
virtue of his status as investment manager of Lancer Offshore and General
Partner of Lancer Partners.
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(4) Includes 867,334 shares of Symposium Common Stock issuable upon exercise of
warrants and 545,450 issuable upon exercise of the Company's convertible
preferred securities.
(5) Includes: (i) 475,000 shares of Symposium Common Stock owned by his wife;
and (ii) 508,333 shares of Symposium Common Stock issuable upon exercise of
stock options. Does not include 1,041,667 shares issuable upon exercise of stock
options that are not exercisable within 60 days of November 28, 2000.
(6) Includes 4,000,000 shares of Symposium Common Stock issuable upon exercise
of warrants and 5,250,000 shares of Common Stock issuable upon exercise of the
Company's convertible preferred securities.
(7) Includes 120,000 shares of Symposium Common Stock issuable upon exercise of
stock options that are exercisable within 60 days. Does not include 100,000
shares of Symposium Common Stock issuable upon the exercise of stock options
which vest more than 60 days from November 28, 2000.
(8) Includes 220,000 shares of Symposium Common Stock issuable upon exercise of
stock options that are exercisable within 60 days. Does not include 630,000
shares of Symposium Common Stock issuable upon the exercise of stock options
which vest more than 60 days from November 28, 2000.
(9) Does not include 256,250 shares of Common Stock issuable upon exercise of
options which vest more than 60 days from November 28, 2000.
(10) Does not include 50,000 shares of Symposium Common Stock issuable upon
exercise of stock options which vest more than 60 days from November 28, 2000.
(11) Includes 90,000 shares of Symposium Common Stock issuable upon exercise of
stock options that are exercisable within 60 days. Does not include 60,000
shares of Symposium Common Stock issuable upon exercise of stock options which
vest more than 60 days from November 28, 2000.
(12) Includes 90,000 shares of Symposium Common Stock issuable upon exercise of
stock options that are exercisable within 60 days. Does not include 60,000
shares of Symposium Common Stock issuable upon exercise of stock options which
vest more than 60 days from November 28, 2000.
(13) Does not include 114,583 shares of Symposium Common Stock issuable upon
exercise of stock options which vest more than 60 days from November 28, 2000.
-------------------------------------------
There are no family relationships among the executive officers or
directors of Symposium.
On January 28, 2000 (the "Closing Date"), Symposium, through its
wholly-owned subsidiary Media Outsourcing, Inc. ("MOS"), acquired substantially
all of the assets and certain liabilities of Direct Sales International, L.P.
(the "DSI Acquisition"). On the Closing Date, in connection with the DSI
Acquisition, Lancer Offshore, Inc. ("Lancer") purchased 1,900,000 shares of
Common Stock, 20,000 shares of the Company's Series A Convertible Preferred
Stock, par value $0.001 (the "Series A Shares"), constituting all of the issued
and outstanding Series A Shares, and 45,000 shares of its Series C Convertible
Preferred Stock, par value $0.001 (the "Series C Shares"), and agreed to reduce
the exercise price of 2,000,000 warrants owned by Lancer from $3.50 to $1.00 per
share, for aggregate consideration of $6,500,000.
The Series A Shares were initially redeemable at an aggregate redemption
price of $100 per share (together with accrued dividends at a rate of 16% per
annum). Since Series A Shares remained outstanding subsequent to February 27,
2000, the Company was required to issue to Lancer, as the holder of the Series A
Shares, an aggregate of 16,125 shares of Common Stock per day for each day that
the Series A Shares remained outstanding from February 28 through March 28, 2000
and 26,875 shares of Common Stock per day for each day that such Series A Shares
remained outstanding after March 28, 2000. On March 21, 2000, Lancer agreed to
extend the mandatory
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redemption date of the Series A Shares from March 28 to April 12, 2000 in
consideration of the issuance to it of an aggregate of 275,000 shares of Common
Stock.
On March 27, 2000, Lancer, in full satisfaction of its rights as holder of
the Series A Shares, (i) converted its holdings of Series A Shares including
accrued and unpaid dividends into an aggregate of 4,414,666 shares of Common
Stock (representing an effective conversion price of $.50 per share); (ii) the
Company agreed to issue to Lancer (A) warrants to purchase 1,000,000 shares of
Common Stock at an exercise price of $0.50 per share, and (B) warrants to
purchase 1,000,000 shares of Common Stock at an exercise price of $1.00 per
share.
The Series C Shares were initially convertible into shares of Common Stock
at $2.00 per share and are entitled to a 10% cumulative dividend, payable
quarterly in cash or shares of Common Stock (at the option of the Company). The
Series C Shares were initially mandatorily redeemable on the earlier of July 26,
2000 or upon the consummation of a financing transactions resulting in gross
proceeds of at least $10 million at a redemption price of $100 per share,
together with accrued dividends.
On April 24, 2000, Lancer and the other holders of the Series C Shares
agreed to extend the mandatory redemption date of the Series C Shares from July
26, 2000 to December 26, 2000 in exchange for 2,247,067 shares of Common Stock
(of which Lancer received 1,500,000 shares as its pro rata share) and a
reduction in the effective conversion rate of the Series C Shares from $2.00 per
share to $1.00 per share.
On June 14, 2000, the Company issued and sold (the "Series C Offering") an
additional 7,500 shares of Series C Convertible Preferred Stock, par value $.001
(the "New Series C Shares") and 250,000 shares of Common Stock, par value $.001,
to Lancer. In connection with such issuance and sale, the Company also agreed to
reduce the exercise price of warrants to purchase 2,000,000 shares of Common
Stock held by Lancer from $1.00 to $0.50 per share. The aggregate consideration
received for the New Series C Shares, the Common Stock and the repricing of the
warrants was $750,000.
On July 18, 2000, Lancer and the other holders of the Series C Shares
agreed to waive the requirement that the failure of the Company to redeem the
Series C Shares and/or New Series C Shares on or before the mandatory redemption
date will trigger a reduction in the conversion price of such shares from $1.00
to $0.25. In consideration for this waiver, the Company agreed to issue to such
holders an aggregate of 1,523,750 shares of Common Stock, pro rata in accordance
with their percentage holdings of the Series C and New Series C Shares (of which
Lancer received 1,312,404 shares).
The Company believes, based on its review of its stock ledger and
information provided to it by its transfer agent, that as of March 1999 when it
made its initial acquisition of securities of the Company, Lancer Offshore
beneficially owned approximately 16.5 % of the Company's Common Stock and
Michael Lauer, in his capacity as a general partner of Lancer Partners (which
also acquired beneficial ownership of approximately 16.5% of the Company's
Common Stock in March 1999) and investment manager of Lancer Offshore,
indirectly beneficially owned approximately 33% of the Company's Common Stock.
As a result of the transactions described above, as of November 28, 2000, Lancer
Offshore's beneficial ownership of the Common Stock increased to approximately
52.9%, and Mr. Lauer's indirect beneficial ownership of the Common Stock
increased to approximately 55.5%.
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PROPOSAL
CORPORATE NAME CHANGE
At the Special Meeting, holders of shares of Symposium Common Stock will
be asked to consider and vote upon a proposal to change the name of the Company
from "Symposium Corporation" to "Cross Media Marketing Corporation" by means of
an amendment (the "Amendment") to the Certificate of Incorporation.
Article FIRST of the Certificate of Incorporation, before giving effect to
the proposed Amendment reads as follows:
"FIRST: The name of the Corporation is Symposium Corporation."
Pursuant to the proposed Amendment, Article FIRST of the Certificate of
Incorporation would be replaced with the following:
"FIRST: The name of the Corporation is Cross Media Marketing
Corporation."
The Board of Directors has adopted resolutions that set forth the proposed
Amendment, declare the advisability of the Amendment, and submit the Amendment
to the shareholders for approval.
If the Amendment is approved by the requisite number of shares of
Symposium Common Stock entitled to vote at the Special Meeting, the Amendment
and the Corporate Name Change will become effective upon the filing of the
Certificate of Amendment to the Certificate of Incorporation with the Secretary
of State of Delaware, which is expected to occur shortly after shareholder
approval. The Company's trading symbol will be changed to "XMM". If the
Corporate Name Change is approved, shareholders will not be required to exchange
outstanding stock certificates for new certificates.
The Board of Directors believes that the Corporate Name Change and,
accordingly, the proposed Amendment to the Certificate of Incorporation are in
the best interests of the Company and its shareholders and recommends that the
shareholders approve the Corporate Name Change and the proposed Amendment to the
Certificate of Incorporation.
SHAREHOLDER APPROVAL REQUIRED
The affirmative vote of the holders of a majority of the shares of
Symposium Common Stock outstanding on the Record Date is required for approval
of the Corporate Name Change and the proposed Amendment to the Certificate of
Incorporation.
REASONS FOR THE CORPORATE NAME CHANGE
The Company is a cross media direct marketing company that combines
established direct marketing skills with new direct marketing and database
management technologies. The Company believes that the change of the Company's
name to Cross Media Marketing Corporation will enhance the Company's visibility
and assist it in establishing its identity with existing and potential
customers, strategic partners, financing sources and members of the investment
community.
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SOLICITATION OF PROXIES
The Company will bear the entire cost of the solicitation of proxies,
including the preparation, assembly, printing and mailing of this Proxy
Statement and any additional material furnished to shareholders. In addition,
the Company may reimburse certain persons for their costs of forwarding the
proxy material to shareholders. The Company does not anticipate that it will be
necessary to supplement its solicitation of proxies by mail with telephone,
telegram or personal solicitation of proxies by directors, officers of employees
of the Company. However, if such persons are called upon to solicit proxies on
behalf of the Company, no additional compensation will be paid for any of such
services.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any shareholder who intends to present a proposal at the next Annual
Meeting of Shareholders for inclusion in the Company's Proxy Statement and Proxy
form relating to such Annual Meeting must submit such proposal to the Company at
its principal executive offices by May 3, 2001.
If a shareholder submits notice of a proposal not in compliance with the
procedures set forth above (and more fully described in Rule 14a-8 of the
Exchange Act), such a notice of proposal must be received by the Company at its
principal executive offices by July 17, 2001. If notice of a shareholder
proposal is received after this date, the Company has the discretionary
authority to refuse to allow the proposal to be brought before the next annual
meeting.
The deadlines described above are calculated by reference to the date the
proxy materials for this year's annual meeting were first mailed to
shareholders. If the Board of Directors changes the date of next year's annual
meeting by more than 30 days from the date of this year's annual meeting, the
Board will, in a timely manner, inform the shareholders of such a change and the
effect of such a change on the deadlines given above by including a notice under
Item 5 in the Company's earliest possible quarterly report on Form 10-QSB, or if
that is impracticable, then by any means reasonably calculated to inform the
shareholders.
ADDITIONAL INFORMATION
The Company files reports and other information with the Securities and
Exchange Commission. Copies of these documents may be obtained at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. The Company's SEC filings are also available from commercial document
retrieval services or on the SEC's web site at http://www.sec.gov. Shareholders
may also request a copy of the Company's SEC reports by contacting the Company's
Secretary at 410 Park Avenue, Suite 830, New York, New York 10022; telephone
number (212)752-2601.
On behalf of the Board of Directors
Ronald Altbach
Chairman of the Board and Chief
Executive Officer
New York, New York, New York
December 13, 2000
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PROXY CARD
SYMPOSIUM CORPORATION
SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned shareholder of SYMPOSIUM CORPORATION ("Symposium" or the
"Company") hereby revokes all previous proxies, acknowledges receipt of the
Notice of Special Meeting of Shareholders to be held on December 28, 2000 and
the related Proxy Statement, and appoints Ronald Altbach and Tim S. Ledwick, as
proxies of the undersigned, with full power of substitution to vote all shares
of Symposium Common Stock that the undersigned is entitled to vote at the
Special Meeting of Symposium shareholders to be held at the Company's offices at
410 Park Avenue, Suite 830, New York, New York 10022 on December 28, 2000 at
4:00 p.m., New York time, and at any adjournments thereof. The shares
represented by the proxy may only be voted in the manner specified below.
1. Proposal to amend the Company's Amended and Restated Certificate of
Incorporation to change the name of the Company to Cross Media Marketing
Corporation.
FOR |_| AGAINST |_| ABSTAIN |_|
2. To vote on such other matters as may properly come before the Special
Meeting or any adjournment or postponement of the Special Meeting.
The Board of Directors recommends you vote "FOR" proposal 1 above.
This proxy is solicited on behalf of the Board of Directors.
This proxy when properly executed will be voted in the manner directed
above. In the absence of direction, this proxy will be voted "FOR" proposal 1
above. This proxy also delegates discretionary authority to vote with respect to
any other matters that may properly come before the meeting or any adjournment
or postponement thereof.
(Continued on the other side.)
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PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
Please print the shareholder name exactly as it appears on this Proxy. If
the shares are registered in more than one name, the signature of each person in
whose name the shares are registered is required. A corporation should sign in
its full corporate name, with a duly authorized officer signing on behalf of the
corporation and stating his or her title. Trustees, guardians, executors, and
administrators should sign in their official capacity, giving their full title
as such. A partnership should sign in its partnership name, with an authorized
person signing on behalf of the partnership.
Dated: ____________, 2000
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(Print Name)
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(Authorized Signature)
I plan to attend the Special Meeting in person:
|_| Yes
|_| No
