CAMELOT CORPORATION
PROXY
FOR THE HOLDERS OF COMMON SHARES
AND PREFERRED SHARES, SERIES J
THIS PROXY IS SOLICITED ON BEHALF OF CAMELOT CORPORATION
SPECIAL MEETING TO BE HELD ON July 14, 1997 AT 10:00 A.M.
The undersigned shareholder of Camelot Corporation (the "Company") hereby
appoints Daniel Wettreich, or failing him, Jeanette P. Fitzgerald as Attorneys
and Proxies to vote all the shares of the undersigned at said Special Meeting of
Stockholders and at all adjournments thereof, hereby ratifying and confirming
all that said Attorney and Proxies may do or cause to be done by virtue thereof.
The above-named Attorneys and Proxies are instructed to vote all the
undersigned's shares as follows:
1. THE APPROVAL OF A 1 for 40 REVERSE STOCK SPLIT:
The Company is seeking approval of a reverse stock split wherein 1 new
common share will be issued for each 40 old common shares and 1 new preferred
share, series J will be issued for each 40 old preferred shares, series J.
AGAINST o FOR o ABSTAIN o
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
Dated this _______ day of ______________, 1997
______________________________________________
Signature of Shareholder
______________________________________________
Signature of Shareholder
______________________________________________
Please Print Name
______________________________________________
Please Print Name
Please date and sign exactly as your name or names appear on your stock
certificate. Joint owners should each sign personally. If signing in any
fiduciary or representative capacity, give full title as such and provide
authorization. For shares held by a corporation, please affix its corporate
seal.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
CAMELOT CORPORATION
Camelot Place
17770 Preston Road
Dallas, Texas 75252
NOTICE OF MEETING OF SHAREHOLDERS
To be Held On July 14, 1997
Notice is hereby given that the Special Meeting of Shareholders of Camelot
Corporation (the "Company") will be held at the Marriott Quorum, 14901 Dallas
Parkway, Dallas, Texas 75240 on the 14th of July, 1997 at 10:00 a.m., local
time, for the following purposes:
(1) To approve a 1 for 40 reverse stock split.
(2) To transact such other business as may properly come before the meeting
or any adjournment(s) thereof.
The accompanying Proxy Statement contains information regarding, and a more
complete description of, the items of business to be considered at the meeting.
Only shareholders of record at the close of business on June 9, 1997 are
entitled to notice of, and to vote at, the Meeting of Shareholders and any
adjournment(s) thereof.
You are cordially invited to attend the meeting, but if you are unable to
do so, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED SELF ADDRESSED ENVELOPE. If you attend the meeting, you may vote in
person if you wish, whether or not you have returned the proxy. In any event, a
proxy may be revoked at any time before it is exercised.
By Order of the Board of Directors
Jeanette Fitzgerald
Corporate Secretary
Dallas, Texas
June 30, 1997
CAMELOT CORPORATION
Camelot Place
17770 Preston Road
Dallas, Texas 75252
PROXY STATEMENT
for
SPECIAL MEETING OF SHAREHOLDERS
To be Held July 14, 1997
This Proxy Statement is sent to shareholders of Camelot Corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Special Meeting of Shareholders of the
Company to be held on July 14, 1997 at 10:00 a.m., local time at the Marriott
Quorum, 14901 Dallas Parkway, Dallas, Texas 75240 and any adjournment(s)
thereof, for the purposes set forth in the accompanying Notice of Special
Meeting of Shareholders. Solicitation of proxies may be made in person or by
mail, telephone or telegraph by directors, officers, and regular employees of
the Company. The Company will also request banking institutions, brokerage
firms, custodians, nominees, and fiduciaries to forward solicitation materials
to the beneficial owners of common stock of the Company held of record by such
persons, and the Company will reimburse the forwarding expenses. The cost of
solicitation of proxies will be paid by the Company. This Proxy Statement and
the enclosed proxy are first being sent to shareholders of Camelot Corporation
on or about June 30, 1997.
Pursuant to the Private Securities Litigation Reform Act of 1995 the Company
notes that, in addition to historical information, certain information within
this proxy statement contains forward looking statements. These statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those set forth including but not limited to competition
among employers for appropriate personnel, Camelot's dependence on outside
suppliers and the need to go to outside consulting sources, the continued
ability to create and /or acquire products that customers will accept; the
impact of competition and changing competitors; the changing nature of
regulations and the manner in which they are interpreted; and pricing pressures
in addition to normal economic and world factors beyond the control of the
Company.
REVOCATION OF PROXIES
Any Shareholders returning the accompanying proxy may revoke such proxy at any
time prior to its exercise (a) by giving written notice to the Corporate
Secretary of the Company of such revocation prior to its use, (b) by voting in
person at the meeting, or (c) by executing and filing with the Corporate
Secretary of the Company a later dated proxy.
OUTSTANDING STOCK AND CERTAIN SHAREHOLDERS
The voting securities of the Company are shares of its common stock, $0.01 par
value ("Common Stock") and shares of its Preferred Stock, Series J $0.10 par
value ("Preferred Stock"), each share of which entitles the holder to one vote
at the Special Meeting of Shareholders and any adjournment(s) thereof. At June
9, 1997 there were outstanding and entitled to vote 40,920,337 shares of Common
Stock. As of June 9, 1997 there were outstanding and entitled to vote
39,463,691 shares of Preferred Stock. Only shareholders of record at the close
of business on June 9, 1997, are entitled to notice of, and to vote at, the
Special Meeting of Shareholders and any adjournment(s) thereof.
The following table sets forth as of June 9, 1997 information known to the
management of the Company concerning the beneficial ownership of Common Stock
and Preferred Stock by (a) each person who is known by the Company to be the
beneficial owner of more than five percent of the shares of Common Stock
outstanding, (b) each director of the Company owning Common Stock, and (c) all
directors and officers of the Company as a group (6 persons).
<PAGE>
<TABLE>
<S> <S> <S>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Daniel Wettreich 57,216,756 <F1><F2><F7> 67.7%
17770 Preston Road
Dallas, Texas 75252
Jeanette P. Fitzgerald 4,098,000 <F3> 5.1%
17770 Preston Road
Dallas, Texas 75252
Allan Wolfe 65,000 <F4> *
390 South River Road
Suite 5
Bedford
New Hampshire 03110
Bruce Baldwin 0 *
8150 Central Expressway
Suite 100
Dallas, Texas 75206
David McCurley 60,000 <F5> *
17770 Preston Road
Dallas, Texas 75252
Robert Gregory 39,483,691 <F6><F7> 49.1%
17770 Preston Road
Dallas, Texas 75252
All Officers and Directors 65,856,756 <F1><F2><F3><F4> 67.9%
as a group (6 persons) <F5><F6><F7>
* Under 0.1%
Adina, Inc. 39,463,691 <F7> 49%
17770 Preston Road
Dallas, Texas 75252
</TABLE>
[FN]
(1) 2,414,665 of these shares are owned by AM Investments Ltd. a U.K.
company ("AMI") of which Mr. Wettreich is a director and officer.
1,000,000 of these shares are owned by Wettreich Financial Consultants,
Inc. ("WFC"), a Texas company owned by the wife and children of Mr.
Wettreich. 650,000 of these shares are owned by Forme Capital, Inc.,
("Forme"), a Delaware company of which Mr. Wettreich is a director and
officer. 3,268,400 of these shares are owned by Meteor Technology
plc ("Meteor"), a UK company of which Mr. Wettreich is a director and
officer. 39,463,691 of these are Preferred Stock owned by Adina,Inc.,
("Adina") a Delaware corporation of which, Mr. Wettreich is a director
and officer. Mr. Wettreich has disclaimed any beneficial interest in
the shares owned by AMI, WFC, Forme, Meteor and Adina.
(2) Includes options to purchase 8,000,000 shares granted to
Daniel Wettreich, which options are not exercised.
(3) Includes options to purchase 150,000 shares granted to Jeanette
Fitzgerald, which options are not exercised. 650,000 of these shares
are owned by Forme of which Ms. Fitzgerald is an officer and director.
3,238,400 of these shares are owned by Meteor of which Ms. Fitzgerald
is an officer and director. Ms. Fitzgerald has disclaimed any
beneficial interest in the shares owned by Meteor and Forme.
(4) Includes an option to purchase 55,000 shares granted to Allan
Wolfe, which option is not exercised.
(5) Includes an option to purchase 60,000 shares granted to David
McCurley, which option is not exercised.
(6) Includes options to purchase 20,000 shares granted to Robert Gregory,
which options are not exercised. Includes 39,463,691 Preferred Shares
owned by Adina of which Mr. Gregory is an officer and director. Mr.
Gregory has disclaimed any beneficial interest in the shares owned by
Adina.
(7) Includes 39,463,691 Preferred Shares, Series J of the Company. These
shares are owned by Adina, Inc. of which Mr. Wettreich and Mr. Gregory
are directors and officers. They have disclaimed all beneficial ownership
in the shares. See "Certain Relationships and Related Transactions".
[/FN]
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company paid management fees of $44,000 in 1996 and $286,000 in
1995 to Wettreich Financial Consultants, Inc. ("WFC"), a company affiliated with
the President of the Company. These management services consisted of the
provision of the services of the President and Corporate Secretary of Company.
The amount was determined by the time, effort, and skill required to provide
these services. The President and the Corporate Secretary of the Company were
employees of WFC during the fiscal year ended April 1995 and received no
compensation from the Company.
During the years ended April 1995 and 1996, Stock Transfer Company of
America, Inc., owned by a company affiliated with the President of the Company,
provided stock transfer services to the Company and a total of $3,843 and
$16,598 were paid by the Company for these services. In the opinion of the
Board of Directors, the terms of these transactions was as fair to the company
as could have been made with an unaffiliated party.
The Company leases 10,000 square feet of offices from Forme Capital, Inc.,
("Forme") a company affiliated with the President of the Company. The lease is
for a term of 5 years commencing September 1993 at $8 per square foot. Total
rent paid during fiscal 1996 and 1995 was $80,000, respectively. The lease
agreement and transactions related thereto were approved by a vote of Company's
shareholders.
The Company received a loan from Forme totaling $406,000 in fiscal 1995.
Payments of $236,000 and $190,000 were made in fiscal years 1996 and 1995,
respectively. Forme converted the remaining balance of $450,000 to common stock
of the Company during fiscal 1996. Total interest paid during fiscal 1996 was
$11,615 and during fiscal 1995 was $35,961.
During fiscal 1996 and 1995, the Company received dividend payments from
Forme Capital, Inc., Preferred Shares Series C in the amount of $46,657 for 1996
and $46,657 for 1995.
On March 9, 1995, the Company issued 15,000 common shares valued at $22,500
to a company for a mailing list. The president of that company was the wife of
the then president of Camelot Distributing, Inc., one of the Company's
subsidiaries.
On January 17, 1996, the Company's disinterested directors approved a
secured loan to the Corporate Secretary in the amount of $75,156. This loan
bears interest at a rate 6% per annum.
On August 1, 1996, the Company's disinterested directors approved a
secured loan to the Corporate Secretary in the amount of $14,000. This loan
bears interest at a rate of 6% per annum and has been repaid as of January 31,
1997.
On September 25, 1996 the Company's disinterested directors approved a
secured loan to the President of the Company in the amount of $1,800,000. This
loan bears interest at a rate of 6% per annum.
On March 4, 1997, the Company acquired the US and Canadian rights to PCAMS
software a payphone contract and management system software from Meteor
Technology, plc payable by the cancellation of 2,000,000 pounds of loan stock
owed to the Company by Meteor and 500,000 pounds by the issuance by the Com-
pany to Meteor of 3,238,400 restricted common shares. Mr. Wettreich and
Ms. Fitzgerald who are directors of both companies did not participate
in any directors votes in relation to this transaction.
On March 27, 1997, the Company created a new wholly owned subsidiary,
mrcdrom.com, inc., to establish a software Internet catalogue. On April 3,
1997, mrcdrom.com filed a registration statement with the Securities and
Exchange Commission (the "SEC"). The filing, still in preliminary stages, will
enable mrcdrom.com to offer for sale 1,500,000 common shares of mrcdrom.com at
$4.00 per share with a minimum offering of $250,000. No offers or sales are
being made until such time as the SEC declares the registration statement
effective and such offers and sales can only be made through the use of an
appropriate Prospectus.
On May 20, 1997, the Company's subsidiary Third Planet Publishing, Inc.
("TPP") amended the terms of its existing distribution agreement with DigiPhone
International Limited ("DI") a subsidiary of Meteor Technology plc. This will
enable DI to market exclusively all TPP products on a worldwide basis. Mr.
Wettreich and Ms. Fitzgerald who are directors of these companies did not
participate in any directors votes in relation to this transaction.
In May, 1997, the Company accepted a Preferred Share, Series J stock
subscription by Adina, Inc., a public company of which Mr. Wettreich and Mr.
Gregory are directors and officers. Mr. Wettreich did not participate in any
directors vote in respect to this transaction. The consideration for the
issuance of the Preferred Shares was the transfer of eighty (80%) percent of the
public company whose major asset is fifty-seven (57%) percent of the outstanding
ordinary shares of Meteor Technology, plc, a United Kingdom public company. The
Preferred Shares, Series J have one vote per share voting with the common
shares, have a liquidation preference over the common shares but are
subordinate to the outstanding Preferred Shares, are not convertible and pay no
dividend. They also are subject to a forward or reverse split in any instances
for which the common shares are subject to a forward or reverse split on the
exact same basis.
On May 30, 1997,the Company subscribed for 500,000 pounds 1997-2007 10%
unsecured redeemable loan stock of Meteor Technology plc, a UK public company by
paying cash. Mr. Wettreich and Ms. Fitzgerald who are directors of both
companies did not participate in any directors votes in relation to this
transaction.
The Company has no compensatory plans or arrangements whereby any executive
officer would receive payments from the Company or a third party upon his
resignation, retirement or termination of employment, or from a change in
control of the Company or a change in the officer's responsibilities following a
change in control other than Mr. Wettreich. Under the 1996 Stock Option Plan or
under the Company's 1991 Outside Directors Stock Option Plan options granted
under these plans contain provisions pursuant to which the unvested portions of
outstanding options become immediately exercisable and fully vested upon a
merger of the Company in which the Company's stockholders do not retain,
directly or indirectly, at least a majority of the beneficial interest in the
voting stock of the Company or its successor, if the successor corporation fails
to assume the outstanding options or substitute options for the successor
corporation's stock to replace the outstanding options. The outstanding options
will terminate to the extent they are not exercised as of consummation of the
merger, or assumed or substituted for by the successor corporation.
On July 1, 1995, Company entered into an employment contract with Mr.
Wettreich whereby he was employed as Chairman, Chief Executive Officer and
President of the Company for a period of ten years at an annual salary of
$250,000 and a cash bonus equal to 5% of the Company's annual profits before
taxation. In the event of Mr. Wettreich's death during the term of the
agreement, the Company will pay annual death benefits of $250,000 for a period
of four years. Mr. Wettreich may terminate his employment after the date of a
change in control of the Company. A change in control is defined as any person
other than Mr. Wettreich or his family interests becomes beneficial owner,
directly or indirectly of common stock of the Company representing 30% or more
of the Company's issued and outstanding common stock or if the Incumbent Board
as defined, ceases to constitute a majority of the board of directors. If Mr.
Wettreich terminates his employment after a change of control in the company, he
shall be paid (i) the base salary and any bonuses payable to him under the
agreement or (ii) an amount equal to the product of the annual base salary and
bonus paid to Mr. Wettreich during the year preceding the termination date
multiplied by five whichever of (i) or (ii) is more. In the circumstances
whereby Mr. Wettreich terminates his employment for good reason, as defined, he
will receive payments in accordance with the payments received if termination
occurs after a change of control of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and persons who beneficially own more than 10% of
the Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by such person.
Based solely on the Company's review of such forms furnished to the Company and
written representations from certain reporting persons, the Company believe that
all filing requirements applicable to the Company's executive officers,
director, and more than 10% stockholders were complied with.
SHAREHOLDER PROPOSALS
According to Rule 14a-8 promulgated under the Securities Exchange Act of
1934, a shareholder may require that certain proposals suggested by the
shareholders be voted upon at a shareholders meeting. Information concerning
such proposal may be submitted to the Company for inclusion in the Company's
Proxy Statement. Such proposals must be submitted to the Company before July
19, 1997 for consideration at the 1997 shareholders meeting.
MANAGEMENT PROPOSAL I
APPROVAL OF A 1-40 REVERSE STOCK
The following resolution will be offered by Management pursuant to the Board
of Directors resolutions at the meeting:
"RESOLVED, that the outstanding common shares and preferred stock, series J,
of the Company shall have a one for forty reverse stock split;"
The NASDAQ Stock Market has approved changes to the maintenance listing
standards for issuers listed on NASDAQ. They can be found on the NASDAQ web
page at http://www.nasdaq.com under the section referring to listing standards.
Your Company satisfies all the amended requirements, including the corporate
governance standards that will now be applied except for the minimum share
price. In the past this minimum number has been an alternative of $1.00 per
share or a minimum asset number which your Company satisfies. The new rules
which the Board has every indication shall become effective shortly, if not by
the time of this Special Meeting, require the Company to increase its share
price to at least the $1.00 level because there is no alternative to the
required share price. There is no guarantee that a reverse stock split will
result in the $1.00 per share price being achieved and the Company meeting or
continuing to meet Nasdaq's new listing requirements. The terms of the
Preferred Stock require that any forward and/or reverse stock split of the
outstanding common shares shall be applied in the exact same manner to the
Preferred Stock. The Board recommends the reverse stock split of one new common
share for forty of the present common shares.
Upon approval by the shareholders, the transfer agent will be instructed to
automatically convert to post reverse shares and pay any fractional shares as
set out below. All fractional shares will be paid to shareholders upon
submission of their certificates to the transfer agent. Shareholders will be
paid an amount equivalent to the fractional share times the market bid price of
the shares as quoted on NASDAQ the first full trading day after the meeting.
SHAREHOLDER APPROVAL
Shareholders, representing a majority of those common shares and
Preferred Shares, Series J voting together, outstanding, and eligible to vote
must return proxies to constitute a quorum, including abstentions. A majority
of those shares constituting the quorum eligible to vote is required for
approval of Management Proposal I.
OTHER BUSINESS
The Board of Directors of the Company does not know of any other business to
be presented at the Special Meeting. If any other matters are properly brought
before the meeting, however, it is intended that the persons named in the
accompanying form of proxy will vote such proxy in accordance with their best
judgment.
By order of the Board of Directors
Jeanette P. Fitzgerald
Corporate Secretary
Dallas, Texas
June 30, 1997
