SCHEDULE 14A INFORMATION
(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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
New Millennium Media International, Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement)
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:
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2. Aggregate number of securities to which transaction applies:
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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):
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4. Proposed maximum aggregate value of transaction:
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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:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
101 PHILIPPE PARKWAY SUITE 300
SAFETY HARBOR, FLORIDA 34695
727-797-6664 FAX 727-797-7770
June 15, 2000
Dear Stockholder,
You are cordially invited to attend a Special Meeting of Stockholders (the
"Meeting") of New Millennium Media International, Inc. (the "Company"), which
will be held at 101 Philippe Parkway Suite 300, Safety Harbor, Florida 34695, on
Monday, July 17, 2000 at 9:00 A.M., local time.
The Company's Board of Directors on April 25, 2000 approved and recommended that
the Articles of Incorporation be amended in order to increase the Company's
authorized common stock from 25,000,000 to 75,000,000 shares (the "Proposed
Amendment").
The Board of Directors has approved the Proposed Amendment and recommends that
stockholders vote for approval of the Proposed Amendment to be considered at the
Meeting.
It is important that you sign, date, and return your proxy as soon as possible,
even if you are currently planning to attend the Meeting. This will not prevent
you from voting in person, but will assure that your vote is counted if you are
unable to attend.
Sincerely,
-------------------------
Gerald Parker
Chairman of the Board
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
101 PHILIPPE PARKWAY SUITE 300
SAFETY HARBOR, FLORIDA 34695
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 17, 2000
TO THE STOCKHOLDERS OF NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Meeting") of
New Millennium Media International, Inc., a Colorado corporation (the
"Company"), will be held at 101 Philippe Parkway, Suite 300, Safety Harbor,
Florida 34695 at 9 A.M., local time, on July 17, 2000 for the purpose of the
consideration and approval of the following matters:
To consider and approve an Amendment to the Articles of Incorporation to
increase the Company's authorized common stock from 25,000,000 to
75,000,000 shares (the "Proposed Amendment").
Holders of record of Common Stock at the close of business on May 8, 2000 are
entitled to vote. Please date and sign your proxy and return it in the enclosed
envelope.
By Order of the Board of Directors,
New Millennium Media International, Inc.
________________, Secretary
YOUR VOTE IS IMPORTANT
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WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) WHICH IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AS SOON AS POSSIBLE, EVEN IF YOU
ARE CURRENTLY PLANNING TO ATTEND THE MEETING. THIS WILL NOT PREVENT YOU FROM
VOTING IN PERSON, BUT WILL ASSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO
ATTEND THE MEETING.
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PRELIMINARY PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
JULY 17, 2000
This proxy statement and the accompanying proxy or proxies are to be mailed
to holders of Common Stock, $.001 par value (the "Common Stock"), of New
Millennium Media International, Inc., a Colorado corporation (the "Company"),
commencing on or about June 15, 2000 in connection with the solicitation of
proxies by the Company's Board of Directors (the "Board") for a Special Meeting
of Stockholders (the "Meeting") of the Company to be held July 17, 2000 at 9:00
A.M., local time, at 101 Philippe Parkway, Suite 300, Safety Harbor, Florida
34695.
VOTING AND REVOCATION OF PROXIES; RECORD DATE
The Board has fixed the close of business on May 8, 2000 as the record
date (the "Record Date") for determining the stockholders of the Company
entitled to vote at the Meeting. As of May 8th, 2000 the Company had issued and
outstanding 23,079,462 shares of Common Stock.
If a proxy card is returned by a stockholder properly signed and is not
revoked, the shares of Common Stock represented will be voted by the persons
named on the proxy card, or their substitutes, in accordance with the
stockholder's directions. Stockholders are urged to specify their choice between
approval or disapproval of, or abstention with respect to, the proposals by
marking the appropriate boxes on the proxy card. If a proxy card is signed and
returned without instructions marked on it, it will be voted as recommended by
the Board with respect to each matter.
The execution of a proxy does not affect the right of a stockholder to
attend the Meeting and vote in person. A stockholder giving a proxy may revoke
it at any time before it is voted by giving written notice of its revocation to
the Secretary of the Company at 101 Philippe Parkway, Suite 300, Safety Harbor,
Florida 34695, by executing and delivering to the Company another proxy dated
after the proxy to be revoked or by attending the Meeting and voting in person
VOTING RIGHTS
On all matters, the holders of Common Stock (the "Stockholders") are
entitled to one vote per share. The vote required to approve the Proposed
Amendment is set forth in the description of such amendment. The presence at the
Meeting, in person or by proxy, of holders of one third (see state law) of the
shares of Common Stock outstanding shall constitute a quorum for the vote on
these proposals.
Under applicable Colorado law, in determining whether the proposals have
received the requisite number of affirmative votes, abstentions and broker
non-votes will be counted and will have the same effect as a vote against the
Proposed Amendment.
PROPOSED AMENDMENT
The Board of Directors propose to amend Article III of the Company's
Articles of Incorporation to increase the number of authorized shares of Common
Stock from 25,000,000 to 75,000,000.
REASONS FOR THE PROPOSED INCREASE IN AUTHORIZED COMMON STOCK:
The Company is currently authorized to issue 25,000,000 shares of Common
Stock of which 23,079,462 shares were issued and outstanding at the close of
business on the record date. On May 19th, 2000 we entered into an investment
agreement with Swartz Private Equity, LLC under which Swartz will purchase from
the Company from time to time, shares of the Company's Common Stock, as part of
an offering of Common Stock by the Company to Swartz
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for a maximum aggregate offering amount of $25,000,000. The dollar amount of
these sales is limited by the Common Stock's trading volume and a minimum period
of time must be allowed between each sale. As compensation for entering into the
equity line, Swartz received a commitment warrant convertible into 1,000,000
shares of Common Stock. Swartz will also receive additional purchase warrants to
purchase a number of shares of Common Stock equal to 10% of the shares purchased
in each transaction. Each purchase warrant shall be exercisable at a price that
shall initially be equal to 110% of the market price for that transaction and
shall have semi-annual reset provisions. In connection with this transaction,
the Company has reserved 20,000,000 shares of its Common Stock for issuance of
the Common Stock in the equity line and for any shares underlying the purchase
and commitment warrants.
Except as set forth above, the Company has no present agreement to issue
any additional shares of Common Stock. However, this amendment is sought because
the Board of Directors believes that increasing the authorized Common Stock to
75,000,000 shares would make available those shares for raising capital, in
addition to Swartz, and other acquisitions as well as incentive options. Such
stock issuances could be for cash, securities or other property, allowing the
Company to take advantage of favorable market conditions, attract or retain
personnel or business opportunities, including acquisitions.
There can be no assurances, nor can the Board of the Directors of the
Company predict what effect, if any, the proposed increase in authorized Common
Stock will have on the market price of the Company's Common Stock. This
amendment is being sought solely to enhance the Company's corporate finance
flexibility.
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RECOMMENDATION OF THE BOARD OF DIRECTORS:
For the reasons set forth above, the Board of Directors recommends that
stockholders vote FOR the Proposed Amendment.
REQUIRED STOCKHOLDER VOTE:
Approval of the Proposed Amendment for the increase of Common Stock
issuance requires the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth Common Stock ownership information as of the
Record Date, with respect to (i) each person known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock; (ii) each
director and executive officer of the Company; and (iii) all executive officers
of the Company as a group. This information as to beneficial ownership was
furnished to the Company by or on behalf of the persons named. Unless otherwise
indicated, the business address of each person listed is 101 Philippe Parkway,
Suite 300, Safety Harbor, Florida 34695.
AMOUNT OF COMMON STOCK PERCENT OF COMMON STOCK
NAME BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
---- ------------------ ---------------------
John Thatch 2,500,000 10%
President and CEO
Gerald Parker (2) -0- 0%
Chairman
Andy Badolato (2) -0- 0%
Director and VP of Finance
Antonio Gomes (2) -0- 0%
Director and VP of Marketing
Investment Management 9,632,800 (3) 38%
of America, Inc. (2)
Troy Lowrie (Resigned) (4) 2,040,000 8%
All Executive Officers as 12,132,080 48%
a group (4 persons)
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(1) Based upon 25,000,000 outstanding shares of common stock.
(2) Parker, Badolato, and Gomes are officers, directors, and majority
shareholders in (IMA).
(3) This number does not reflect 3,000,000 shares of Series A Convertible
Preferred Stock.
(4) Mr. Troy Lowrie was the past President and Director New Millennium Media
International, Inc.
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OTHER MATTERS
The Board is not aware of any business to come before the Meeting other than
those matters described above in this Proxy Statement. However, if any other
matters should properly come before the Meeting, the proxies confer
discretionary authority with respect to acting thereon and the persons named in
such proxies intend to vote, act and consent in accordance with their best
judgment with respect thereto.
SOLICITATION EXPENSES
Proxies are being solicited by and on behalf of the Board. All expenses of
this solicitation, including the cost of preparing and mailing this Proxy
Statement, will be borne by the Company. In addition to solicitation by use of
the mails, proxies may be solicited by directors, officers and employees of the
Company in person or by telephone or other means of communication. Such
directors, officers and employees will not be additionally compensated, but may
be reimbursed for out-of-pocket expenses in connection with such solicitation.
Arrangements will also be made with custodians, nominees and fiduciaries for
forwarding of proxy solicitation material to beneficial owners of shares held of
record by such persons and the Company may reimburse such custodians, nominees
and fiduciaries for reasonable expenses incurred in connection therewith.
Dated: June 15, 2000.
By Order of the Board of Directors
--------------------------------
Gerald Parker, Chairman of the Board
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EXHIBIT A
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
Pursuant to Colorado Statutes, the undersigned President of NEW MILLENNIUM
MEDIA INTERNATIONAL, INC., a corporation organized and existing under and by
virtue of The Colorado Business Corporation Act (the "Corporation"), does hereby
certify:
FIRST: That pursuant to a written consent of the Board of Directors dated
April 25, 2000, and at a meeting of the Shareholders of said Corporation held
July 17, 2000, the Board of Directors and Shareholders holding a majority in
interests of the outstanding shares of the Corporation approved the amendment to
the Corporation's Articles of Incorporation as follows:
Article III of the Articles of Incorporation of this Corporation is amended
to read in its entirety as follows:
"ARTICLE III"
CAPITAL
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The aggregate number of shares that the corporation shall have authority to
issue is eighty-five million (85,000,000) shares of which a portion shall be
common stock and a portion shall be preferred stock, all a described below.
A. COMMON STOCK. The aggregate number of common shares which the
corporation shall have the authority to issue is seventy-five million
(75,000,000), each with $.001 par value, which shares shall be designated
"Common Stock." Subject to all the rights of the Preferred Stock as expressly
provided herein, by law or by the Board of Directors pursuant to this Article,
the Common Stock of the corporation shall possess all such rights and privileges
as are afforded to capital stock by applicable law in the absence of any express
grant of rights or privileges in these Articles of Incorporation, including, but
not limited to, the following rights and privileges:
(i) dividends may be declared and paid or set apart for payment on the
Common Stock out of any assets or funds of the corporation legally
available for the payment of dividends;
(ii) the holders of Common Stock shall have unlimited voting rights,
including the right to vote for the election of directors and on all other
matters requiring stockholder action. Each holder of Common Stock shall
have one vote for each share of Common Stock standing in his name on the
books of the corporation and entitled to vote, except that in the election
of directors each holder of Common Stock shall have as many votes for each
share of Common Stock held by him as there are directors to be elected and
for whose election the holder of Common Stock has a right to vote.
Cumulative voting shall not be permitted in the election of directors or
otherwise.
(iii) on the voluntary or involuntary liquidation, dissolution or
winding up of the corporation, and after paying or adequately providing for
the payment of all of its obligations and amounts payable in liquidation,
dissolution or winding up and subject to the rights of the holders
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of Preferred Stock, if any, the net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock.
B. Preferred Stock. The aggregate number of preferred shares which this
corporation shall have the authority to issue is ten million (10,000,000)
shares, each with $.001 par value, which shares shall be designated "Preferred
Stock." Shares of Preferred Stock may be issued from time to time in one or more
series as determined by the Board of Directors. The Board of Directors is hereby
authorized, by resolution or resolutions, to provide from time to time, out of
the unissued shares of Preferred Stock not then allocated to any series of
Preferred Stock, for a series of the Preferred Stock. Each such series shall
have distinctive serial designations. Before any shares of any such series of
Preferred Stock are issued, the Board of Directors shall fix and determine, and
is hereby expressly empowered to fix and determine, by resolution or
resolutions, the voting powers, full or limited, or no voting powers and the
designations, preferences and relative, participating, optional or other special
rights and the qualifications, limitations and restrictions thereof as provided
by Colorado law. Before issuing any shares of a class or series, the corporation
shall deliver to the secretary of state for filing articles of amendment to
these articles of incorporation that set forth information required by Colorado
law, including, but not limited to, the designations, preferences, limitations
and relative rights of the class or series of shares.
C. Voting. Unless otherwise ordered by a court of competent jurisdiction,
at all meetings of shareholders one-third of the shares of a voting group
entitled to vote at such meeting, represented in person or by proxy, shall
constitute a quorum of that voting group.
IN WITNESS WHEREOF, the undersigned, being the President and Secretary of
this Corporation, has executed these Articles of Amendment as of July 17th,
2000.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
By:
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John "JT" Thatch, President/CEO
By:
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Natalie Stavrakis, Secretary
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this___day of_____,2000, by
John "JT" Thatch and Natalie Stavrakis.
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NOTARY PUBLIC
MY COMMISSION EXPIRES : __________
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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF THE STOCKHOLDERS
TO BE HELD JULY 17, 2000
The undersigned, revoking all previous proxies, appoints Gerald Parker and John
"JT" Thatch and each of them acting unanimously if more than one be present,
attorneys and proxies of the undersigned, with power of substitution, to
represent the undersigned at the special meeting of stockholders of New
Millennium Media International, Inc. (the "Company") to be held on Monday, July
17, 2000 and at any adjournments thereof and to vote all shares of Common Stock
of the Company which the undersigned is entitled to vote on all matters coming
before said meeting.
[X] Please mark your votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
Approval of an amendment to the Company Articles of Incorporation to
increase the Company's authorized common stock from 25,000,000 to 75,000,000
shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
ITEM 1.
Date 2000
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Signature
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Signature of joint holder, if any
Please sign exactly as your name appears to the left, Executors, Administrators,
Trustees, etc. Should give full title as such. If the signer is a corporation,
please sign fully corporate name by a duly authorized officer.
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