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SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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[X] Filed by the Registrant
[ ] 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 (S)240.14a-11(c) or (S)240.14a-12
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foreignTV.com, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) filing Proxy Statement, if other than the Registrant)
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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)(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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Copies of all communications to:
IRA I. ROXLAND, Esq.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
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foreignTV.com, Inc.
120 Fifth Avenue
New York, New York 10010
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER , 1999
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To the Stockholders of
foreignTV.com, Inc.:
NOTICE IS GIVEN that a special meeting of stockholders of foreignTV.com,
Inc., a Delaware corporation, will be held at 800 Third Avenue, 30th Floor, New
York, New York 10022, on Friday, December , 1999 at the hour of 10:00 a.m.,
for the following purposes:
1) To consider and vote upon a proposal to amend the Company's
certificate of incorporation to change the Company's name to "Medium4.com,
Inc."
2) To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on November , 1999
are entitled to notice of and to vote at the meeting or any adjournment thereof.
Marc D. Leve
Vice President - Legal Affairs,
General Counsel and Secretary
New York, New York
November , 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY AND PROMPTLY
RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. ANY
STOCKHOLDER MAY REVOKE HIS PROXY AT ANY TIME BEFORE THE MEETING BY GIVING
WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY
ATTENDING THE MEETING AND VOTING IN PERSON.
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foreignTV.com, Inc.
120 Fifth Avenue
New York, New York
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PROXY STATEMENT
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INTRODUCTION
This Proxy Statement is being mailed on or about November , 1999 to all
stockholders of record of the Company at the close of business on November ,
1999 in connection with the solicitation by the board of directors of proxies
for a special meeting of stockholders to be held at 800 Third Avenue, 30th
Floor, New York, New York 10022, on Friday, December , 1999.
Solicitation of Proxies
Proxies will be solicited by mail, and all expenses of preparing and
soliciting such proxies will be paid by the Company. The Company has also
arranged for reimbursement, at customary rates, of brokerage houses, nominees,
custodians and fiduciaries for the forwarding of proxy materials to the
beneficial owners of shares held of record. Proxies may also be solicited by
directors, officers and employees of the Company, but such persons will not be
specifically compensated for such services.
All proxies properly executed and received by the persons designated as
proxy will be voted on all matters presented at the meeting in accordance with
the specific instructions of the person executing such proxy or, in the absence
of specified instructions, will be voted in favor of the proposal to amend the
Company's certificate of incorporation to change the Company's name to
"Medium4.com, Inc."
The board does not know of any other matter that may be brought before the
meeting but, in the event that any other matter should come before the meeting,
or any nominee should not be available for election, the persons named as proxy
will have authority to vote all proxies not marked to the contrary in their
discretion as they deem advisable.
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Manner of Voting
Stockholders may vote their proxies by mail. Stockholders who hold their
shares through a bank or broker can also vote via the Internet if this option is
offered by the bank or broker. Any stockholder may revoke his proxy, whether he
votes by mail or the Internet, at any time before the meeting by written notice
to such effect received by the Company at the address set forth above, attn:
corporate secretary, by delivery of a subsequently dated proxy or by attending
the meeting and voting in person.
Vote Required
The total number of shares of the Company's common stock outstanding as of
the record date was 9,978,433. The common stock is the only class of securities
of the Company entitled to vote, each share being entitled to one non-cumulative
vote. Only stockholders of record as of the close of business on the record date
will be entitled to vote. A majority of the shares of common stock outstanding
and entitled to vote, or 4,989,217 shares, must be present at the meeting in
person or by proxy in order to constitute a quorum for the transaction of
business. Abstentions and broker nonvotes will be counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Assuming the presence of a quorum, the affirmative vote of a majority of all
outstanding shares of common stock is required to pass upon the proposal to
change the Company's name by means of an amendment to the Company's certificate
of incorporation.
Abstentions and Nonvotes
Abstentions will be counted in tabulations of the votes cast on each
proposal presented at the meeting, whereas broker nonvotes will not be counted
for purposes of determining whether a proposal has been approved. "Broker
nonvotes" are proxies received from brokers who, in the absence of specific
voting instructions from beneficial owners of shares held in brokerage name,
have declined to vote such shares in those instances where discretionary voting
by brokers is permitted.
A list of stockholders entitled to vote at the meeting will be available at
the Company's offices, 120 Fifth Avenue, New York, New York, for a period of ten
days prior to the meeting and at the meeting itself for examination by any
stockholder.
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PROPOSED CHANGE OF NAME
Introduction
On November 17, 1999, the board unanimously approved a proposal that the
Company change its name to "Medium4.com, Inc." The name change, if approved,
will be effected as of January 1, 2000 by means of an amendment to the Company's
certificate of incorporation.
Reason for Name Change
Upon the Company's formation in November 1998, the board believed that the
Company's current name was descriptive of the Company's then proposed business,
being the development of a number of Internet-related web sites, commonly called
a network, utilizing geographic location-specific site addresses, to offer
original programming, in English, about local events, news, politics,
entertainment, business and culture.
Since the completion of the Company's initial public offering of equity
securities in July 1999, the Company has expanded its proposed operations beyond
a single network and anticipates that, prior to the close of 1999, it will have
established at least three discrete Internet networks, each offering niche
market streaming video content upon its own cluster of web channels.
Consequently, the board believes that the Company's current name is unduly
restrictive and no longer descriptive of either the Company's present or
proposed business operations.
In order to retain the benefit of goodwill and recognition that the Company
has already generated, the board intends to continue to use the name
"foreignTV.com" in connection with certain of the Company's business operations.
Vote Required; Board Recommendation
Approval of this proposal requires the affirmative vote of the holders of a
majority of the shares of common stock.
Jonathan Braun and I. William Lane, each a director and a principal
stockholder of the Company, and collectively owning 56.11% of the Company's
issued and outstanding shares of common Stock, have advised the board of their
intention to vote for this proposal. Consequently, approval of this proposal is
a virtual certainty.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
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PRINCIPAL STOCKHOLDERS
The following table sets forth the number and percentage of outstanding
shares of the Company's common stock that were owned as of November , 1999,
based on information obtained from the persons named below, by
. each person known by the Company to be the owner of more than 5% of
the outstanding shares.
. each director and executive officer.
. all executive officers and directors as a group.
Number of Shares
Name and Of Common Stock Percentage of
Address Beneficially Outstanding
Beneficial Owner Owned (1) Shares Owned
- ---------------- ---------------- --------------
Jonathan Braun 3,000,000 30.06%
24 Holly Hill Lane
Katonah, NY 10536
I. William Lane 2,599,000 26.05%
80 Woodland Avenue
Short Hills, NJ 07078
Albert T. Primo 850,000 8.52%
182 Sound Beach Avenue
Old Greenwich, CT 06870
Bruno Finel 600,000 6.01%
5, rue du Boccador
Paris 75008 France
Elorian C. Landers 500,000 5.01%
9307 West Sam Houston Parkway
Houston, TX 77099
Marc D. Leve 200,000 2.00%
264 Lexington Avenue
New York, NY 10016
Yeon Hong 200,000 2.00%
622A Bruce Street
Ridgefield, NJ 07657
Graham Cannon 17,000(2) (3)%
555 Main Street
New York, NY 10044
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Harold I. Berliner 10,000(2) (3)%
36 Cross Holly Road
Hartsdale, NY 10530
All executive officers
as a group (9 persons) 7,976,000 79.72%
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(1) Includes shares underlying currently exercisable options as well as options
which will become exercisable within 60 days of the record date. Unless
otherwise noted, all persons named in the table have sole voting and
investment power with respect to all shares beneficially owned by them.
(2) Represents shares underlying options.
(3) Denotes less than 1%.
OTHER BUSINESS
The board does not intend to bring any other business before the meeting
and it is not aware that anyone else intends to do so. If any other business
comes before the meeting, it is the intention of the persons named in the
enclosed form of proxy to vote as proxies in accordance with their best
judgment.
PLEASE EXERCISE YOUR RIGHT TO VOTE BY PROMPTLY COMPLETING, SIGNING AND
RETURNING THE ENCLOSED PROXY. You may later revoke the proxy and, if you are
able to attend the meeting, you may vote your shares in person.
Marc D. Leve
Vice President - Legal Affairs,
General Counsel and Secretary
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foreignTV.com, Inc.
120 Fifth Avenue
New York, New York 10010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jonathan Braun and Albert T. Primo as
Proxies, each with the power to appoint his substitute, and hereby authorizes
each of them, and each of them, to represent and vote, as designated on the
reverse side hereof, all the shares of Common Stock of foreignTV.com, Inc. (the
"Company") held of record by the undersigned on November , 1999, at the
Special Meeting of Stockholders to be held on Friday, December ,1999 or any
adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
(To Be Signed on Reverse Side)
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1. To consider and vote upon a proposal to amend the Company's certificate of
incorporation to change the Company's name to "Medium4.com, Inc."
FOR [ ] AGAINST [ ]
2. To transact such other business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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Signature
Date: __________________________
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Signature, if held jointly
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by
an authorized person.
