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 Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ADVANCED KNOWLEDGE,INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than 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)(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: ____________________________________________________
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ADVANCED KNOWLEDGE, INC.
NOTICE AND PROXY STATEMENT FOR ACTION TO BE TAKEN BY WRITTEN
CONSENT IN LIEU OF A MEETING OF STOCKHOLDERS
To the stockholders of Advanced Knowledge, Inc.:
Attached hereto is a Proxy Statement which solicits the written consent of
the stockholders of Advanced Knowledge, Inc., a Delaware corporation (the
"Company"), to authorize and approve an amendment to the Company's Certificate
of Incorporation to change the name of the Company to Sporting Magic Inc. (the
"Name Change").
The Name Change proposal (the "Proposal") is described in detail in the
Proxy Statement attached to this notice and incorporated herein by this
reference.
Given the recent acquisition by the Company of all the common stock of
Soccer Magic Inc., an Ontario corporation ("Soccer Magic"), which is engaged in
the design, construction, ownership and operation of indoor soccer facilities,
and the Company's decision to focus exclusively on the business of Soccer Magic,
the Board of Directors has determined that the proposed Name Change is in the
best interests of the Company's stockholders. The Board of Directors has
unanimously approved the proposed Name Change and recommends that stockholders
approve the Proposal. The Board of Directors believes that it is in the best
interests of the Company and its stockholders to solicit such approval as of the
earliest possible date. In order to accomplish this objective, the Board of
Directors is hereby soliciting the approval of the Proposal by stockholders by
written consent, in lieu of a meeting of stockholders.
By Order of the Board of Directors
Brian B. Rattenbury, C.A.
Chief Financial Officer
Encino, California
May 8, 2000
IN ORDER TO ENSURE YOUR REPRESENTATION IN THE ACTION TO BE TAKEN BY WRITTEN
CONSENT, YOU ARE REQUESTED TO SIGN AND DATE THE ENCLOSED CONSENT CARD AS
PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
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ADVANCED KNOWLEDGE, INC.
17337 VENTURA BLVD., SUITE 224
ENCINO, CALIFORNIA 91316
PROXY STATEMENT
for
STOCKHOLDER ACTION BY WRITTEN CONSENT
To our stockholders:
The Board of Directors of Advanced Knowledge, Inc. (the "Company") is
furnishing this Proxy Statement to you to solicit your approval, by written
consent, of an amendment to the Company's Certificate of Incorporation that
would change the name of the Company to Sporting Magic Inc. (the "Name Change").
We are mailing this Proxy Statement to you on or about May 8, 2000,
together with the accompanying Consent Card.
The procedure for indicating approval of the Name Change proposal (the
"Proposal") is described in detail in this Proxy Statement.
GENERAL INFORMATION
VOTING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on May 1, 2000 (the "Record
Date") are entitled to approve the Proposal. There were 16,000,000 shares of
Common Stock of the Company issued and outstanding on that date. Each share of
the Common Stock is entitled to one vote. The Proposal must be approved by the
holders of a majority of the outstanding shares of the Common Stock of the
Company.
The beneficial ownership of the Company's Common Stock by certain
beneficial owners and by each of the Company's directors, named executive
officers, and the executive officers and directors as a group is set forth below
under "Security Ownership of Certain Beneficial Owners and Management."
Under the Company's Bylaws and pursuant to applicable Delaware law, any
action which may be taken at any annual or special meeting of the stockholders
of the Company may be taken without a meeting, without prior notice and without
a vote, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. The matter
being considered by the stockholders is being submitted for action by written
consent, rather than by votes cast at a meeting. The text of the proposed
amendment to the Company's Certificate of Incorporation effecting the Name
Change is set forth in full under "The Proposal -- The Name Change." The
Proposal will be deemed to have been approved upon receipt by the Company of
Consent Cards which have not previously been revoked representing the approval
of a majority of the shares of Common Stock issued and outstanding on the Record
Date, provided that such approval is received on or prior to May 22, 2000 (the
"Termination Date"). If, however, sufficient written consents have not been
received by the Termination Date, the Company reserves the right to extend the
solicitation of written consents made hereby except that, under Delaware law,
such solicitation may not be extended beyond the date 60 days after the earliest
dated consent received by the Company. Any election to extend this consent
solicitation will be made by the Company by news release or other similar public
announcement. The date on which the Proposal is deemed approved hereunder is
referred to as the "Effective Date."
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Stockholders are requested to indicate approval of the Proposal by checking
the appropriate box on the enclosed Consent Card and executing the Consent Card.
FAILURE TO CHECK ANY OF THE BOXES WILL, IF THE CONSENT CARD HAS BEEN SIGNED,
CONSTITUTE APPROVAL OF THE PROPOSAL. Consent Cards that reflect abstentions will
be treated as voted for purposes of determining the approval of the Proposal and
will have the same effect as a vote against the Proposal; Consent Cards that
reflect "broker non-votes" will be treated as unvoted for purposes of
determining approval and will have the same effect as a vote against the
Proposal.
Execution of the Consent Card will constitute your approval, as a
stockholder of the Company, of the Proposal, and if sufficient written consents
are received, the Proposal will be deemed to have been approved by the
stockholders of the Company. No appraisal or dissenters rights apply to
stockholders who do not approve the Proposal. If less than a majority of the
outstanding shares of Common Stock approve the Proposal, the Company cannot
proceed with the Name Change.
The Company will pay the entire cost of the preparation and mailing of this
Proxy Statement and all other costs of this solicitation. After the mailing of
this Proxy Statement, the Company's officers, directors and regular employees
may solicit the return of Consent Cards in person and by mail, telephone and
facsimile. Officers, directors and employees who assist in such activities will
not receive additional compensation for doing so.
DELIVERY OF WRITTEN CONSENTS
The Board of Directors requests that each stockholder execute, date and
mail or deliver the Consent Card to Company at the following address: Advanced
Knowledge, Inc., 17337 Ventura Blvd., Suite 224, Encino, California 91316. An
addressed envelope is provided for your convenience in returning the Consent
Card. THE CONSENT CARD SHOULD BE RETURNED AS SOON AS POSSIBLE AND, IN ANY EVENT,
FOR RECEIPT NOT LATER THAN MAY 22, 2000.
REVOCATION OF WRITTEN CONSENTS
Any Consent Card executed and delivered by a stockholder may be revoked by
delivering written notice of such revocation prior to the Effective Date to the
Company to the address shown above for delivery of Consent Cards. See "General
Information -- Delivery of Written Consents." Consent Cards may not be revoked
after the Effective Date.
NOTICE OF EFFECTIVENESS OF PROPOSAL
If the Proposal is approved by stockholders, the Company will promptly give
notice thereof to all stockholders who have not consented in writing to the
extent required by Section 228(d) of the Delaware General Corporation Law.
THE PROPOSAL
THE PROPOSED NAME CHANGE
The Company recently acquired all of the common stock of Soccer Magic Inc.,
a privately owned Ontario corporation ("Soccer Magic"), which is engaged,
through its two wholly owned subsidiaries, in the design, construction,
ownership and operation of indoor soccer facilities. Thereafter, the Company
completed the transfer of all of the assets and liabilities relating to its
former business of producing and distributing workforce training videos. Going
forward, the Company plans to focus exclusively on the business of Soccer Magic.
The Board of Directors believes that the corporate name "Sporting Magic Inc."
appropriately identifies the new business focus of the Company.
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Additionally, pursuant to the terms of the Company's sale of assets and
liabilities to Becor Internet Inc., the Company is contractually obligated to
change its name and cease use of the name Advanced Knowledge, as such name was
sold along with the other former assets and liabilities. Therefore, if the
stockholders do not approve the Proposal, the Company will submit another name
change proposal to stockholders immediately after the Termination Date until a
new name that is acceptable to stockholders is approved.
THE NAME CHANGE AMENDMENT
The Board of Directors has approved the amendment, subject to shareholder
approval, of the Certificate of Incorporation of the Company to effect a change
of the Company's corporate name to Sporting Magic Inc. The complete text of the
amendment to the Certificate of Incorporation (the "Amendment") is set forth
below; however, such text, including the new corporate name, is subject to
change as may be required by the Delaware Secretary of State.
Assuming approval of the Proposal by the requisite vote of the
stockholders, the Amendment will be filed with the Delaware Secretary of State
as promptly as practicable and the Name Change will become effective on the date
of such filing. If the Name Change is approved, Article FIRST of the Company's
Certificate of Incorporation will be amended to read in full as follows:
FIRST. The name of this corporation is Sporting Magic Inc.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock of the Company is required to approve the Proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors unanimously recommends that the stockholders vote to
approve the Name Change. The Board of Directors believes that the Name Change is
in the best interests of the Company and its stockholders.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of April 18, 2000, regarding
beneficial ownership of the Common Stock of the Company by (i) each person known
by the Company to be the beneficial owner of more than 5% of the outstanding
shares of the Company's Common Stock, (ii) each director of the Company, (iii)
the Chief Executive Officer and other executive officers of the Company and (iv)
the Company's executive officers and directors as a group. Unless otherwise
indicated, the address of each stockholder listed in the table is 17337 Ventura
Boulevard, Suite 224, Encino, California 91316.
PERCENTAGE
NAME AND ADDRESS NUMBER OF SHARES OWNERSHIP
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Buddy and Rebecca Young(1) 1,976,147 12.35%
N.R. Holdings Limited 1,387,500 8.67%
10 Regis Drive
Toronto, Ontario M2N 3J5
Manny M. Gross(2) 2,852,084 17.83%
Myron Grunberg(3) 2,112,084 13.20%
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Brian B. Rattenbury, C.A.(4) 1,387,500(5) 8.67%
All officers and directors
as a group (3 persons) 6,351,668 39.70%
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(1) Held as co-trustees for the Young Family Trust.
(2) Director and Chief Executive Officer of the Company.
(3) Director and President of the Company.
(4) Director and Chief Financial Officer of the Company.
(5) Beneficially owned indirectly through N.R. Holdings Limited.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT
THE STOCKHOLDERS VOTE FOR THE NAME CHANGE.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE ACCOMPANYING
CONSENT CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
Brian B. Rattenbury, C.A.
Chief Financial Officer
Encino, California
May 8, 2000
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APPENDIX A
ADVANCED KNOWLEDGE, INC.
CONSENT CARD
THIS CONSENT IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Advanced Knowledge, Inc. (the "Company")
hereby acknowledges receipt of the proxy statement and notice of name change and
votes as indicated below:
Approval of an amendment to the Company's Certificate of Incorporation to
change the Company's name to Sporting Magic Inc.
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/_/ FOR /_/ AGAINST /_/ ABSTAIN
THE SHARES REPRESENTED BY THIS CONSENT CARD WILL BE VOTED AS YOU HAVE
INDICATED ABOVE. IF NO INDICATION HAS BEEN MADE, THE SHARES REPRESENTED BY THIS
CONSENT CARD WILL BE VOTED IN FAVOR OF THE NAME CHANGE. THIS CONSENT CARD IS
REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
PLEASE MARK, SIGN, DATE AND RETURN THIS CONSENT CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Dated: _______________________________________________, 2000
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Sign exactly as your name appears on your certificate. When
signing as an attorney, executor, administrator, trustee or
guardian, please give full title. If more than one trustee,
all should sign. All joint owners should sign. If a
corporation, sign in full corporation name by president or
other authorized officer. If a partnership, sign in
partnership name by authorized person. Persons signing in a
fiduciary capacity should indicate their full title in such
capacity.
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