CAMELOT CORPORATION
PROXY
FOR THE HOLDERS OF COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF CAMELOT CORPORATION
SPECIAL MEETING TO BE HELD ON MAY __, 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 20 REVERSE STOCK SPLIT:
The Company is seeking approval of a reverse stock split
wherein 1 new common share will be issued for each 20 old
common shares.
AGAINST o FOR o ABSTAIN o
2. THE APPROVAL OF AN AMENDMENT TO THE ARTICLES OF
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED COMMON
SHARES.
The Company is seeking approval of an amendment to the
articles of incorporation to increase the number of authorized
common shares.
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 PROPOSALS 1 and 2.
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 May __, 1997
Notice is hereby given that the Special Meeting of
Shareholders of Camelot Corporation (the "Company") will be held
at ________ on the ___d of May 1997 at 10:00 a.m., local time,
for the following purposes:
(1) To approve a 1 for 20 reverse stock split.
(2) To approve an amendment to the articles of incorporation to
increase the number of authorized common shares.
(3) 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
March 1, 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
April __, 1997
CAMELOT CORPORATION
Camelot Place
17770 Preston Road
Dallas, Texas 75252
PROXY STATEMENT
for
SPECIAL MEETING OF SHAREHOLDERS
To be Held May___, 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
May ___, 1997 at 10:00 a.m., local time at _________________ 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 April __,
1997.
Pursuant to the Private Securities Litigation Reform Act of 1995
the Company, 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"), each share of which
entitles the holder to one vote at the Special Meeting of
Shareholders and any adjournment(s) thereof. At March 1, 1997
there were outstanding and entitled to vote 27,916,733 shares of
Common Stock. Only shareholders of record at the close of
business on March 1, 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 April 1, 1997 information
known to the management of the Company concerning the beneficial
ownership of Common 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 (8 persons).
<PAGE>
<TABLE>
<S> <C>
<C>
Name and Address of Amount and Nature of
Percent
Beneficial Owner Beneficial Ownership of
Class
Daniel Wettreich 14,514,665 <F1><F2><F3> 39%
17770 Preston Road
Dallas, Texas 75252
Jeanette P. Fitzgerald 210,000 <F4> 1%
17770 Preston Road
Dallas, Texas 75252
Allan Wolfe 65,000 <F5> *
390 South River Road
Suite 5
Bedford
New Hampshire 03110
Henry Gelender 240,500 <F6> 1%
7150 Greenville Avenue
Suite 600
Dallas, Texas 75231
David McCurley 60,000 <F7> *
17770 Preston Road
Dallas, Texas 75252
Brett Sappington 15,000 <F8>
*
17770 Preston Road
Dallas, Texas 75252
Robert Gregory 20,000 <F9> *
17770 Preston Road
Dallas, Texas 75252
All Officers and Directors 15,125,165 <F1><F2><F3><F4>
40.1%
as a group (8 persons) <F5><F6><F7><F8>
<F9>
* Under 0.1%
AM Investments Ltd 2,414,665 8.8%
54 Baker Street
London W1M 1DJ
United Kingdom
Forme Capital, Inc. 2,650,000 <F3> 9%
17770 Preston Road
Dallas, Texas 75252
<FN>
(1) 2,414,665 of these shares are owned by AM Investments Ltd. a
U.K. company ("AMI") owned by the wife and children of Mr.
Wettreich. 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. Mr.
Wettreich has disclaimed any beneficial interest in the shares
owned by AMI, WFC, and Forme.
(2) Includes options to purchase 8,000,000 shares
granted to Daniel Wettreich, which options are not
exercised.
(3) Includes an option granted to Forme Capital,
Inc., a company affiliated with Mr. Wettreich, to
purchase 2,000,000 shares, which option is not
exercised.
(4) Includes options to purchase 150,000 shares
granted to Jeanette Fitzgerald, which options are not
exercised.
(5) Includes an option to purchase 55,000 shares
granted to Allan Wolfe, which option is not exercised.
(6) Includes an option to purchase 40,000 shares
granted to Henry Gelender, which option is not
exercised. 500 of these shares are as custodian for
Rachel Gelender UGMA.
(7) Includes an option to purchase 60,000 shares
granted to David McCurley, which option is not
exercised.
(8) Includes options to purchase 15,000 shares granted
to Brett Sappington, which options are not exercised.
(9) Includes options to purchase 20,000 shares granted
to Robert Gregory, which options are not exercised.
</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 substantially 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.
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.
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 and the
Company to offer 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.
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 1-20 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 of the Company
shall have a one for twenty reverse 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 Board recommends the reverse stock
split of one new common share for twenty 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.
MANAGEMENT PROPOSAL II
APPROVAL OF AMENDMENT TO THE ARTICLES OF INCORPORATION
The following resolution will be offered by Management pursuant
to the Board of Directors resolutions at the meeting:
"RESOLVED, that the Articles of Incorporation shall be amended
by replacing Article IV subparagraph A as follows:
A) 100,000,000 common shares with a par value of $0.01 per
share."
All other portions of the Articles shall remain the same."
The Company needs to increase the authorized share capital to
have it available for acquisitions. No particular acquisition is
planned at this time although efforts to seek out and find
appropriate acquisition candidates are constantly on-going. The
Board recommends approval of this resolution.
SHAREHOLDER APPROVAL
Shareholders, representing a majority of those common
shares 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 and II.
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
April __, 1997
</TABLE>
