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:
[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 pursuant to Rule 14a-11(c) or Rule 14a-12.
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SYMPOSIUM CORPORATION
(Name of Registrant as Specified in Its Charter)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-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:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form 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
March __, 2000
To the Stockholders:
The written consent of the holders of Symposium Corporation's common
stock, par value $0.001 per share, of record at the close of business on March
20, 2000, is requested in regard to an amendment to Symposium Corporation's
Amended and Restated Certificate of Incorporation as described in the
accompanying Consent Solicitation Statement. It is requested that your written
consent, using the accompanying Consent Card, be delivered to Symposium
Corporation at 410 Park Avenue, Suite 830, New York, New York 10022 on or before
April , 2000. An addressed return envelope is enclosed for this purpose, which
requires no postage if mailed in the United States.
By Order of the Board of Directors,
Ronald Altbach
Co-Chairman of the Board, Chief Operating
Officer and Secretary
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SYMPOSIUM CORPORATION
410 Park Avenue, Suite 830
New York, New York 10022
CONSENT SOLICITATION STATEMENT
FOR
THE SOLICITATION OF WRITTEN CONSENTS
TO THE ADOPTION OF AN AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
This Consent Solicitation Statement is furnished to the stockholders of
Symposium Corporation, a Delaware corporation, by the Board of Directors in
connection with the solicitation by the Company of the written consents of the
stockholders to the adoption of an amendment (the "Amendment") to the Amended
and Restated Certificate of Incorporation of the Company.
The purpose of the Amendment is to increase the number of shares of
common stock, par value $.001, which the Company has authority to issue by
50,000,000 from 25,000,000 to 75,000,000, and, consequently, to increase the
total number of shares of all classes of stock which the Company shall have
authority to issue by 50,000,000, from 35,000,000 to 85,000,000. The text of the
Amendment is set forth below under the heading "The Amendment".
The Company intends to distribute this Consent Solicitation Statement
and the accompanying consent card commencing on or about -- --, 2000, to the
holders of record of the Company's common stock as of the close of business on
____________, 2000. This date is referred to as the "record date." Written
consents of stockholders representing a majority of the outstanding shares of
common stock at the record date are required to approve the Amendment.
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) 754-9901.
Reasons for the Amendment
The Amendment is necessary in order to enable the Company to
satisfy its obligations to reserve shares of common stock for issuance: (a) upon
conversion of outstanding shares of Series A, B and C preferred stock and
convertible debt, and (b) upon exercise of outstanding warrants and options to
purchase shares of common stock. As of March 20, 2000, there were 17,256,881
issued and outstanding shares of common stock and the Company was obligated to
reserve an aggregate of 12,450,921 shares of common stock for issuance upon
conversion of the preferred stock and convertible debt, and exercise of the
options and warrants, described above. The Company may be required to issue
additional shares of common stock and warrants to purchase common stock as a
result of its failure to redeem the outstanding shares of Series A, B and C
preferred stock or to pay certain convertible debt when it is required to do so.
These matters are described in greater detail below.
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Since the Company did not redeem the outstanding shares of Series A
preferred stock by February 27, 2000, the Company is required to issue to the
holders of the Series A shares a total of 15,000 shares of common stock per day
for each day that the Series A preferred stock remains outstanding from February
28 through March 28, 2000; and is required to issue 25,000 shares of common
stock per day for each day that the Series A preferred stock remains outstanding
after March 28, 2000. The Company is also required to issue to the holders of
Series A preferred stock, for each 30-day period the Series A Shares remain
outstanding after March 28, 2000, warrants to purchase 10 shares of common stock
per outstanding Series A share, with an exercise price of $0.10 per share. In
addition, if the shares of Series A preferred stock have not been redeemed by
April 12, 2000 (the "Trigger Date"), (i) the conversion price at which shares of
Series A preferred stock are convertible into shares of common stock will
automatically decrease from $2.00 to $0.10 and (ii) the Company will be required
to issue to the Series A holders, for each 30-day period the Series A Shares
remain outstanding after April 12, 2000, warrants to purchase an additional
200,000 shares of common stock, with an exercise price of $0.10 per share. These
warrants can be exercised for five years from the date of issuance. At a
conversion price of $2.00 per share, the Company would be required to issue
1,075,000 shares of common stock to the Series A preferred holders of the upon
conversion of all outstanding shares. At a conversion price of $0.10 per share,
the Company would be required to issue 21,500,000 shares of common stock to the
Series A preferred holders upon conversion. On March --, 2000, the holders of
the Series A Shares agreed to extend the Trigger Date from March 28, 2000 to
April 12, 2000, in exchange for the Company's agreement to issue 275,000 shares
of common stock to such holders, upon the effectiveness of the Amendment. The
holders also agreed, in their capacity as holders of common stock, to consent to
the adoption of the Amendment.
If the Company does not redeem the outstanding shares of Series B
preferred stock by July 26, 2000, the price at which these shares can be
converted into Common Stock will automatically be reduced from $2.00 to $.50 per
share. At a conversion price of $2.00 per share, the Company would be required
to issue 767,500 shares of common stock to the holders of the Series B shares
upon conversion of all outstanding shares. At a conversion price of $.50 per
share, the Company would be required to issue 3,070,000 shares of common stock
to the Series B preferred holders upon conversion.
If the Company does not redeem the outstanding shares of Series C
preferred stock by July 26, 2000, (i) the price at which these shares can be
converted into common stock will automatically be reduced from $2.00 to $.50 per
share; and (ii) the Company will be required to issue to the holders of the
Series C shares, for each 30-day period the Series C shares remain outstanding
after July 26, 2000, warrants to purchase 370,244 shares of common stock with an
exercise price of $.25 per share. At a conversion price of $2.00 per share, the
Company would be required to issue 2,644,600 shares of common stock to the
holders of the Series C shares upon conversion of all outstanding shares. At a
conversion price of $.50 per share, the Company would be required to issue
10,578,400 shares of common stock to the Series C preferred holders upon
conversion.
A $500,000 convertible note issued by the Company in January 2000 is
due on March 25, 2000. If the Company fails to pay this note when due, the
exercise price of 850,000 warrants issued to the noteholder during 1999 (which
exercise price was originally $5.00 per share, was
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reduced in December 1999 to $2.00 per share and reduced again on January 14,
2000 to $1.50 per share), will be further reduced to $0.10 per share.
Accordingly, unless the number of authorized shares of common stock is
increased, the Company will have insufficient shares of common stock to satisfy
its existing reservation obligations and may be unable to issue additional
shares of common stock if outstanding shares of preferred stock are converted or
outstanding options or warrants are exercised. In addition, a shortage of
authorized shares of common stock will significantly restrict the ability of the
Company to engage in additional equity financings or stock based acquisitions of
existing companies that can bring value to the Company's stockholders. For
example, if stockholders consent to the adoption of the Amendment, the Company
proposes to raise the funding necessary to redeem its outstanding Series A
preferred stock by selling shares of common stock and warrants to purchase
common stock in a private offering. If stockholders do not consent to the
adoption of the Amendment, the Company will be forced to seek other sources of
funding for this redemption which, it believes, will not available to it on
equally attractive terms.
Subject to applicable laws and regulations, the Company does not intend
to solicit further consents from the holders of common stock for the issuance of
the common stock authorized by the Amendment.
No holder of shares of common stock is entitled as such, as a matter of
right, to subscribe for or purchase any part of any new or additional issue of
any stock of any class, series or kind whatsoever, or to subscribe for or
purchase securities convertible into stock of any class, series or kind
whatsoever.
The Amendment
The first paragraph of Article THIRD of the Company's Amended and
Restated Certificate of Incorporation reads as follows before giving effect to
the Amendment:
THIRD: 1. The authorized capital stock of the Corporation
shall consist of 35,000,000 shares of which 25,000,000 shares shall be
designated Common Stock, par value $0.001 per share (the "Common
Stock"), and 10,000,000 shares shall be designated Preferred Stock, par
value $0.001 per share (the "Preferred Stock").
Pursuant to the Amendment, the first paragraph of Article THIRD of the
Certificate would be deleted and replaced by the following:
THIRD: 1. The authorized capital stock of the Corporation
shall consist of 85,000,000 shares of which 75,000,000 shares shall be
designated Common Stock, par value $0.001 per share (the "Common
Stock"), and 10,000,000 shares shall be designated Preferred Stock, par
value $0.001 per share (the "Preferred Stock").
The Board of Directors has adopted resolutions that set forth the Amendment,
declare the advisability of the Amendment, and submit the Amendment to the
stockholders for approval. The Board recommends approval of the Amendment by the
stockholders.
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The Consent Procedure
General
The Amendment is submitted for stockholder approval by written consent.
No meeting of the stockholders will be held to vote on this matter. Only
stockholders of record as of _______, 2000 are entitled to consent, to withhold
their consent, or to revoke their consent, to the Amendment. Stockholders are
entitled to one consent for each outstanding share of common stock held at the
record date. As of the record date there were [ ] outstanding shares of common
stock.
Consents, once dated, signed, and delivered to the Company, will remain
effective unless and until revoked by written notice of revocation dated,
signed, and delivered to the Company at the address set forth below on or before
the time that the Company has received written consents from holders of a
majority of the outstanding shares of common stock.
Stockholders owning a majority of the outstanding common stock as of
the record date have indicated their intent to deliver to the Company their
written consents approving the Amendment. Those stockholders hold sufficient
shares of common stock to assure the approval of the Amendment regardless of
whether consents are received from any other stockholders.
The Amendment will be approved at such time as the Company holds
unrevoked written consents of stockholders approving the Amendment representing
a majority of the outstanding shares of common stock at the record date.
Consequently, abstentions and broker non-votes would have the effect of a vote
against approval of the Amendment.
Stockholders are requested to indicate approval of the Amendment by
signing and dating the Consent Card, checking the box on the Consent Card which
corresponds to the approval of the Amendment, and delivering the Consent Card to
the Company at the address set forth below. Withholding of consent to the
Amendment, or abstention with respect to the approval of the Amendment, may be
indicated by signing and dating the Consent Card, checking the box which
corresponds to withholding of consent to the Amendment or abstention with
respect to the approval of the Amendment, respectively, and delivering the
Consent Card to the Company at the address set forth below.
A Consent Card which has been signed, dated and delivered to the
Company without any of the boxes for approval, withholding of consent, or
abstention checked will constitute a consent to the Amendment.
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Consent Cards may be delivered to the Company at the following address:
SYMPOSIUM CORPORATION
410 Park Avenue, Suite 830
New York, New York 10022
Attention: Secretary
Consent Cards should be delivered to the Company as soon as possible.
An addressed return envelope is enclosed for this purpose, which requires no
postage if mailed in the United States. Consent Cards and revocations of
consents will be deemed to have been received by the Company upon actual
delivery at the above address.
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Absence of Appraisal Rights
Stockholders who abstain from consenting with respect to the Amendment,
or who withhold consent to the Amendment, do not have the right to an appraisal
of their shares of Common Stock or any similar dissenters' rights under
applicable law.
Expense of Consent Solicitation
The Company will bear the entire cost of the solicitation of
stockholder approval of the amendment, including the preparation, assembly,
printing and mailing of this consent statement and any additional material
furnished to stockholders. In addition, the Company may reimburse certain
persons for their costs of forwarding the solicitation material to stockholders.
The Company does not anticipate that it will be necessary to supplement its
solicitation of consents by mail with telephone, telegram or personal
solicitation of consents by directors, officers or employees of the Company.
However, if such persons are called upon to solicit consents on behalf of the
Company, no additional compensation will be paid for any of such services.
Security Ownership of Certain Beneficial Owners and Management
Ownership of the Company
The following table sets forth, as of the [March 21, 2000], certain
information relating to the ownership of the common stock by (i) each person
known by the Company to be the beneficial owner of more than five percent of the
outstanding shares of the 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.
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER(1) OWNERSHIP(2) CLASS(2)
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Richard Prochnow 2,500,000 14.5%
2550 Heritage Court, Suite 106
Atlanta, Georgia 30339
Michael Lauer 9,150,000(3) 44.6%
980 Post Road East
Westport, Connecticut, 06880
The Shropshire Trust Company, Ltd. 1,200,000 (4) 6.9%
M.L.H. Quin & Co.
Bermuda Commercial Bank Bldg.
44 Church Street
Hamilton HM 12 Bermuda
Ronald Altbach 1,350,000(5) 7.7%
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Lancer Offshore Inc. 8,150,000(6) 39.7%
Kaya Flamboyan 9
Curacao, Netherlands Antilles
Lancer Partners 1,000,000 5.8%
980 Post Road East
Westport, Connecticut, 06880
Richard Cohen 100,000 (7) *
Richard Kaufman 60,000 (8) *
Tim S. Ledwick 0 (9) *
Polly Bauer 50,000 (10) *
Ken Lambert 0 (11) *
Bruce Dorskin 0 (12) *
All officers and directors as a group
(6 persons) 1,560,000 8.8%
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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 803, 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 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 from the date of this consent
statement 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 this consent statement have been exercised or converted. Percent of
Class (third column above) is based on 17,256,881 shares of common stock
outstanding as of the date of this consent statement.
(3) Includes shares owned by Lancer Offshore (see note 6) and Lancer Partners
(see below), which Mr. Lauer may be deemed to beneficially own by virtue of his
status as investment management of Lancer Offshore and General Partner of Lancer
Partners.
(4) Shropshire Trust Company Ltd. is an independent trust company and is
unaffiliated with Symposium other than as a beneficial owner of 1,200,000 shares
as trustee for Shropshire Trust No. 1, Shropshire Trust No. 2, Shropshire Trust
No. 3 and Shropshire Trust No. 4, each of which holds 300,000 shares of common
stock. The beneficiaries of the Shropshire Trust No. 1, Shropshire Trust No. 2,
Shropshire Trust No. 3 and Shropshire Trust No. 4 are the children of Rupert
Galliers-Pratt, former Chief Executive Officer of Symposium Corporation.
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(5) Includes: (i) 475,000 shares of common stock owned by his wife; and (ii)
350,000 shares of common stock issuable upon exercise of stock options. Does not
include 250,000 shares issuable upon exercise of warrants that are not
exercisable within 60 days of March 20, 2000.
(6) Includes 2,900,000 shares of common stock issuable upon exercise of warrants
and 3,250,000 shares of common stock issuable upon exercise of the Company's
convertible preferred securities.
(7) Includes 50,000 shares of common stock issuable upon exercise of stock
options that are exercisable within 60 days. Does not include 170,000 shares of
common stock issuable upon the exercise of stock options which vest more than 60
days from March 20, 2000.
(8) Does not include 190,000 shares of common stock issuable upon the exercise
of stock options which vest more than 60 days from March 20, 2000.
(9) Does not include 75,000 shares of common stock issuable upon exercise of
options which vest more than 60 days from March 20, 2000.
(10) Does not include 50,000 shares of common stock issuable upon exercise of
stock options which vest more than 60 days from March 20, 2000.
(11) Does not include 150,000 shares of common stock issuable upon exercise of
stock options which vest more than 60 days from March 20, 2000.
(12) Does not include 150,000 shares of common stock issuable upon exercise of
stock options which vest more than 60 days from March 20, 2000.
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. Stockholders
may also request a copy of the Company's financial reports filed with the SEC by
contacting the Company's Secretary at 410 Park Avenue, Suite 830, New York, New
York 10022, telephone number (212) 754-9901.
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By Order of the Board of Directors
Ronald Altbach
Co-Chairman of the Board, Chief Operating
Officer and Secretary
March , 2000
New York, New York
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<PAGE>
IMPORTANT
PLEASE COMPLETE, SIGN AND DATE
YOUR WRITTEN CONSENT PROMPTLY
AND RETURN IT IN THE ENCLOSED ENVELOPE
WRITTEN CONSENT OF STOCKHOLDERS
SYMPOSIUM CORPORATION
THIS CONSENT IS SOLICITED BY THE BOARD OF DIRECTORS. WHEN PROPERLY
EXECUTED, THIS CONSENT WILL BE VOTED AS DESIGNATED BY THE UNDERSIGNED ON THE
REVERSE SIDE. IF THIS CONSENT IS SIGNED, DATED, AND DELIVERED TO SYMPOSIUM
CORPORATION WITH NO DESIGNATION BY THE UNDERSIGNED ON THE REVERSE SIDE, THIS
CONSENT WILL CONSTITUTE THE STOCKHOLDER'S CONSENT TO AND APPROVAL OF THE
AMENDMENT.
PLEASE SIGN NAME(S) EXACTLY AS PRINTED HEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS, AND ATTORNEYS SHOULD GIVE FULL TITLE AS SUCH. WHEN SHARES
ARE HELD JOINTLY, ALL SHOULD SIGN. IF THE SIGNER IS A CORPORATION, SIGN FULL
CORPORATE NAME BY DULY AUTHORIZED OFFICER. IF THE SIGNER IS A PARTNERSHIP, SIGN
IN THE NAME OF THE PARTNERSHIP BY AN AUTHORIZED PERSON. IF SHARES ARE HELD IN
MORE THAN ONE CAPACITY, THIS CONSENT SHALL BE DEEMED VALID FOR ALL SHARES HELD
IN ALL CAPACITIES.
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SEE REVERSE SEE REVERSE
SIDE SIDE
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(TO BE SIGNED AND DATED ON THE REVERSE SIDE)
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[X] PLEASE MARK AS IN THIS SAMPLE.
Amendment to the first paragraph of ARTICLE THIRD of the Amended and Restated
Certificate of Incorporation of Symposium Corporation as set forth under the
heading "The Amendment" in the Consent Solicitation Statement dated March ,
2000.
MARK ONLY ONE OF THE FOLLOWING THREE BOXES:
[ ] FOR [ ] WITHHOLD [ ] ABSTAIN
(Please sign and date below)
Dated: ________________ , 2000
_______________________________
Signature of Stockholder(s)
_______________________________
Signature of Stockholder(s)
If signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such, and, if signing for
a corporation, give your title. When shares
are in the names of more than one person,
each should sign.
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