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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
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 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; 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 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.
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 amendment 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 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 3,250,000 - 25%
Services, Inc.
6101 West Century Blvd.,
Suite 1401
Los Angeles, CA 90045
William A. Mobley, Jr. Sole Director, 2,437,500 - 18.75%
829 Hickory Hill Court President and
Orlando, Florida 32828 Secretary
David G. Marshlack Stockholder 650,000 - 5%
412 East Madison Street,
10th Floor
Tampa, FL 33602
Capital Access Management Stockholder 3,250,000 - 25%
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
* The sole director and Internet Online Services, Inc.,
William A. Mobley and Capital Access Management Group,
Inc. have adopted, ratified and approved resolutions to
effect the Name Change; 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 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. See the heading "Name Change" of the caption
"Amendments to the Articles of Incorporation," below.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
Name Change
- -----------
The Board of Directors and majority stockholders have proposed the Name
Change to better coincide with the recent acquisition of MegaMedia.
A Certificate of Amendment will be filed with the Secretary of State of
Delaware, reflecting the Name Change, and indicating that the Effective Date
of
this amendment 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 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
-----------
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 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
68.75%
of the outstanding voting securities of Amalgamated have adopted, ratified and
approved the Name Change (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
October 12, 1999 William A. Mobley, Jr.
President, CEO and Director
