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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[ ] Definitive Information Statement
AMALGAMATED ENTERTAINMENT, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies: N/A
2) Aggregate number of securities to which transaction applies: N/A
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): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
[ ] 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 number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid: $0
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
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AMALGAMATED ENTERTAINMENT, INC.
57 West Pine Street
Orlando, Florida 32801
Telephone No.: 407-245-3636
Facsimile No.: 407-245-2943
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
TABLE OF CONTENTS
Introduction
Dissenters' Rights of Appraisal
Interest of Certain Persons in Matters to be Acted Upon
Voting Securities and Principal Holders Thereof
Voting Securities
Security Ownership of Principal Holders and Management
Contractual Arrangements Regarding Changes in Control and Changes in
Control Since the Beginning of the Last Fiscal Year
Amendments to the Articles of Incorporation
Name Change and Capital Increase
Stock Certificates
Vote Required for Approval
Additional Information
INTRODUCTION
This Information Statement is being furnished to stockholders of
Amalgamated Entertainment, Inc., a Delaware corporation ("Amalgamated"), in
connection with resolutions providing for amendments to its Articles of
Incorporation to change the name of Amalgamated to "MegaMedia Network, Inc."
(the "Name Change") and to increase its authorized capital from 25,000,000
shares of $0.01 par value common stock to 50,000,000 shares of $0.01 par value
common stock (the "Capital Increase").
The Board of Directors and persons owning a majority of the outstanding
voting securities of Amalgamated have unanimously adopted, ratified and
approved resolutions to effect the Name Change and Capital Increase; no other
votes are required or necessary. See the captions "Voting Securities and
Principal Holders Thereof" and "Vote Required for Approval," below.
The Name Change and Capital Increase will be effective on the 21st day
following the mailing of a definitive copy of this Information Statement to
the Amalgamated stockholders (the "Effective Date").
On or about July 23, 1999, Amalgamated filed a 10-SB Registration
Statement with the Securities and Exchange Commission, which may be viewed on
the Securities and Exchange Commission's web site at www.sec.gov in the EDGAR
Archives. Amalgamated is presently "current" in the filing of all reports
required to be filed by it. See the caption "Additional Information," below.
DISSENTERS' RIGHTS OF APPRAISAL
The General Corporation Law of the State of Delaware (the "Delaware
Law")does not provide for dissenters' rights of appraisal in connection the
Name Change and Capital Increase.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendments to Amalgamated's Articles of
Incorporation or in any action covered by the related resolutions adopted by
the Board of Directors, which is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
- -----------------
The securities that would have been entitled to vote if a meeting was
required to be held to effect the Name Change and Capital Increase consist of
shares of $0.01 par value common stock of Amalgamated. Each share of common
stock is entitled to one vote. The number of outstanding shares of common
stock at the close of business on the date hereof, the record date for
determining stockholders who would have been entitled to notice of and to vote
on the proposed amendments to Amalgamated's Articles of Incorporation, is
13,000,000.
Security Ownership of Principal Holders and Management.
- ------------------------------------------------------
To the knowledge of management and based upon a review of the stock
ledger maintained by Amalgamated's transfer and registrar agent, Atlas Stock
Transfer of Salt Lake City, Utah, the following table sets forth the
beneficial ownership of persons who own more than five percent of
Amalgamated's common stock as of the date hereof, and the share holdings of
management, to-wit:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
- ---------------- ---- ----------------------------
Internet Online Stockholder 3,487,122 - 26.8%
Services, Inc.
6101 West Century Blvd.,
Suite 1401
Los Angeles, CA 90045
William A. Mobley, Jr. Sole Director, 2,615,341 - 20%
829 Hickory Hill Court President and
Orlando, Florida 32828 Secretary
David G. Marshlack Stockholder 697,424 - 5.3%
412 East Madison Street,
10th Floor
Tampa, FL 33602
Capital Access Management Stockholder 3,487,122 - 26.8%
Group, Inc.
c/o Christopher Flannery, Esq.
200 Broad Street, 6th Floor
Philadelphia, PA 19102
Duane S. Jenson Stockholder 875,000 - 6.7%
5525 South 9th East, #110
Salt Lake City, UT 84117
Jeff Jenson Stockholder 875,000 - 6.7%
5525 South 9th East, #110
Salt Lake City, UT 84117
* Internet Online Services, Inc., William A. Mobley and
Capital Access Management Group, Inc. have adopted,
ratified and approved resolutions to effect the Name
Change and Capital Increase; no other votes are required
or necessary. See the caption "Vote Required for Approval,"
below.
Contractual Arrangements Regarding Changes in Control and Changes in Control
Since the Beginning of the Last Fiscal Year
- -------------------------------------------
On October 6, 1999, Amalgamated entered into an Agreement and Plan of
Reorganization (this "Agreement")with MegaMedia Networks, Inc., a Nevada
corporation ("MegaMedia"), and all of the MegaMedia stockholders, pursuant to
which Amalgamated acquired 100% of the outstanding securities of MegaMedia in
exchange for 10,461,367 shares of common stock of Amalgamated. An 8-K Current
Report dated October 7, 1999, regarding this Agreement, has been filed with
the Securities and Exchange Commission and is incorporated herein by
reference.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
Name Change and Capital Increase
- --------------------------------
The Board of Directors and majority stockholders have proposed the Name
Change and Capital Increase to better fit the needs of the Company with
respect to the recent acquisition of MegaMedia.
A Certificate of Amendment will be filed with the Secretary of State of
Delaware, reflecting the Name Change and Capital Increase, and indicating that
the Effective Date of these amendments will be the 21st day following the
mailing of a definitive copy of this Information Statement to the
stockholders.
Stock Certificates
- ------------------
New stock certificates taking into account the Name Change and Capital
Increase may be obtained from Atlas Stock Transfer, whose address and
telephone number are as follows: 5899 South State, Murray, Utah 84107;
Telephone: 801-266-7151. A transfer fee of $15 must accompany each transfer
for each new stock certificate requested. Stock certificates being
transferred into the present owner's name need not be signed or guaranteed;
those being transferred to someone other than the present record owner must be
signed and bear a "Medallion Member" bank or broker/dealer signature
guarantee.
VOTE REQUIRED FOR APPROVAL
Name Change and Capital Increase
--------------------------------
Section 242 of the Delaware Law provides an outline of the scope of
amendments that a Delaware corporation can make to its Articles of
Incorporation. These include the Name Change and Capital Increase as
proposed.
The procedure and requirements to effect an amendment to the Articles of
Incorporation of a Delaware corporation are set forth in this Section. This
Section provides that the proposed amendments must first be adopted by the
Board of Directors, submitted to the stockholders for their consideration at a
special or annual meeting and must be approved by persons owning a majority of
the outstanding voting securities.
Section 228 provides that any action required to be taken at a special or
annual meeting of the stockholders of a Delaware corporation may be taken by
written consent, in lieu of a meeting, if the consent is signed by
stockholders owning at least a majority of the voting power.
The Board of Directors of Amalgamated and persons owning in excess of
92% of the outstanding voting securities of Amalgamated have adopted,
ratified and approved the Name Change and Capital Increase (see the heading
"Security Ownership of Principal Holders and Management," of the caption
"Voting Securities and Principal Holders Thereof," above). No further votes
are required or necessary to effect the proposed amendments.
ADDITIONAL INFORMATION
Additional information concerning Amalgamated, including its annual and
quarterly reports for the past twelve months and its 10-SB Registration
Statement, as amended, which have been previously filed with the Securities
and Exchange Commission, may be accessed though the EDGAR Archives, at
www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
November 1, 1999 William A. Mobley, Jr.
President, CEO and Director
