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SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a6(c)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a11(c) or
Section 240.14a12
MEDICAL MONITORS, INC.
-----------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a6(i)(1) and
011.(1). Title of each class of securities to which transaction applies:
(1) Title of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 011 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 011(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.
(6) Amount previously paid:
(7) Form, schedule or registration statement no.:
(8) Filing party:
(9) Date filed:
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MEDICAL MONITORS, INC.
1990 Westwood Boulevard, Third Floor
Los Angeles, California 90025
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 25, 2000
NOTICE IS HEREBY GIVEN, that a Special Meeting of the Stockholders of
Medical Monitors, Inc. (the "Company") will be held at 1990 Westwood
Boulevard, Third Floor, Los Angeles, California 90025 on July 25, 2000 at
10:00 a.m. local time, for the purpose of considering and acting upon the
following, all to be effective upon the consummation of certain transactions
described herein:
1. The approval of an amendment to the Company's Certificate of
Incorporation (i) to change the name of the Company to "World Collectibles,
Inc." and (ii) to effect a reverse stock split whereby each issued and
outstanding share of Common Stock, $.01 par value per share ("Common
Stock"), will be converted into .007407407 of a share of Common Stock; and
2. Any and all matters that may properly come before the meeting and
any adjournment thereof.
The Board of Directors has fixed the close of business on June 23, 2000, as
the record date for determining the stockholders entitled to vote at the
meeting, or any adjournment thereof, and only the holders of Common Stock of
the Company of record at such date will be entitled to notice of and to vote
at the meeting. Such stockholders may vote in person or by proxy.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR NOT
YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE MARK, DATE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ Stanley Shuster
Stanley Shuster
President
Los Angeles, California
June 29, 2000
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MEDICAL MONITORS, INC.
1990 Westwood Boulevard, Third Floor
Los Angeles, California 90025
PROXY STATEMENT
GENERAL INFORMATION CONCERNING SOLICITATION
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Medical Monitors, Inc.
(the "Company"), with respect to a special meeting of the shareholders to be
held at 1990 Westwood Boulevard, Third Floor, Los Angeles, California 90025 on
July 25, 2000 at 10:00 a.m. local time, or any adjournments thereof. This
Proxy Statement and accompanying proxy card are first being sent to the
stockholders of the Company on or about June 29, 2000.
Any proxy delivered in the accompanying form may be revoked by the person
executing the proxy at any time, before the authority thereby granted is
exercised, by written request addressed to the Secretary, Medical Monitors,
Inc., 1990 Westwood Boulevard, Third Floor, Los Angeles, California 90025, or
by attending the meeting and electing to vote in person. Proxies received in
such form will be voted as therein set forth at the meeting, or any
adjournment thereof, but if no instructions are given, such shares will be
voted for (i) the approval of an amendment to the Company's Certificate of
Incorporation (a) to change the name of the Company to "World Collectibles,
Inc.," (b) to effect a reverse stock split whereby each issued and outstanding
share of Common Stock, $.01 par value per share ("Common Stock"), will be
converted into .007407407 of a share of Common Stock (the "Reverse Stock
Split") and (ii) to transact such other business as may properly come before
the meeting or any adjournment thereof. The effective date of all such
proposals approved of at the meeting shall be the consummation of certain
transactions described under "The Transaction" herein.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has selected the close of business on June 23, 2000
as the record date for determining the stockholders entitled to notice of, and
to vote at, the meeting or any adjournment thereof. The number of shares of
Common Stock of the Company outstanding on June 23, 2000 ("Record Date") was
50,000,000. Stockholders present or represented and entitled to vote on any
matter at the meeting or any adjournment thereof will be entitled to one vote
on such matter for each share of Common Stock held by them as of the Record
Date.
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THE TRANSACTION
The Company
The Company has its executive offices at 1990 Westwood Blvd., Los Angeles,
California 90025, and its telephone number is (310) 441-0900. As described in
the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS, the Company
proposed to amend its Articles of Incorporation to change the name of the
Company to "World Collectibles, Inc." and to implement a 1 for 135 reverse
split of the outstanding shares of the Company's common stock. After the
reverse split is effective, there will be approximately 370,370 shares of
Common Stock issued and outstanding. In the reverse stock split, fractional
shares will be rounded up to the nearest whole share.
The Board of Directors believes that the proposed amendment to the Articles
of Incorporation and the reverse split of its issued and outstanding Common
Stock are fair to all shareholders and affect them on a pro rata equivalent
basis. The transactions are being implemented to allow for the merger and
reorganization of the Company.
The Merger
The Company intends to merge with World Collectibles, Inc., a Nevada
corporation ("WCIN") by means of a reverse triangular merger ("the Merger").
In anticipation of the merger, the Company has formed a wholly-owned
subsidiary, World Collectibles Holdings, Inc., a Delaware corporation
("WCID"). The Merger will be accomplished pursuant to the Merger Agreement and
Plan of Reorganization, dated as of May 17, 2000, by and among the Company,
WCID and WCIN (the "Merger Agreement"), pursuant to which WCIN will merge with
and into WCID in a tax free reorganization within the meaning of Sections 351
and/or 368 of the Internal Revenue Code of 1986, as amended. Stockholders of
WCIN will exchange their respective shares of Common Stock of WCIN for an
aggregate of 6,450,000 shares of Common Stock of the Company. After the
effective date of the Merger, WCIN shall cease its separate legal existence
and WCID shall remain a wholly-owned subsidiary of the Company. As a condition
to the merger, the Company is required to implement a 1 for 135 reverse split
of its Common Stock, thereby reducing its outstanding shares of Common Stock
from 50,000,000 shares to approximately 370,370 shares.
Additional information regarding the Company, its business, its stock, and
is financial condition are included in the Company's Form 10-KSB annual
report. A copy of the Company's Form 10- KSB for its fiscal year ending
February 28, 2000 may be obtained by a written request to the Secretary of the
Company, and the information in said report is incorporated by reference in
this proxy statement.
World Collectibles, Inc.
WCIN imports, distributes and sells art, bronzes, and other exotic
furnishings including porcelain vases and oils. WCIN operates from a 3,000
square foot showroom and warehouse in Las Vegas, Nevada. In addition, WCIN
holds live auctions of its products in various locations in the western U.S.
WCIN is currently evaluating the possibility of expanding its business through
the sale of franchises.
Change in Control of the Company
Giving effect to the Merger and the Reverse Stock Split, the Company's
current stockholders will own an aggregate of approximately 370,370 shares of
Common Stock, or approximately 4.2% of the outstanding voting securities of
the Company on a fully diluted basis, and WCIN's shareholders prior to the
Merger will own an aggregate of 6,450,000 or approximately 73.1% of the
outstanding voting securities of the Company.
Stanley Shuster and Brian Shuster
Concurrent with the effective date of the Merger, the Company will issue
1,000,000 shares of Common Stock to Stanley Shuster and 1,000,000 shares of
Common Stock to Brian Shuster to cancel certain notes payable
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to Harry Shuster and to entities, that are affiliates of or are controlled by
Harry Shuster, in the amount of $100,000. Harry Shuster gifted his interest in
such amounts and notes receivable totaling $768,912 to his son, Stanley
Shuster, on December 15, 1998. On March 15, 2000, Stanley Shuster made a
capital contribution of $668,912 to the Company thereby reducing the Company's
liability to Stanley Shuster to $100,000. Thereafter, Stanley Shuster assigned
$50,000 of the $100,000 receivable to his brother, Brian Shuster, in exchange
for a two year promissory note.
Following the effective date of the Merger, Stanley Shuster will be the
beneficial owner of 1,130,402 or approximately 12.8% of the issued and
outstanding shares of Common Stock and Brian Shuster will be the beneficial
owner of 1,000,000 or approximately 11.3% of the issued and outstanding shares
of Common Stock.
Approval of Proposals Required to Effect the Merger
The approval of each of the proposals contained herein by the affirmative
vote of the majority shares present in person or represented by proxy is a
condition precedent to the consummation of the Merger. Assuming approval by
stockholders, the proposals contained in this Proxy Statement shall be
effective concurrent with the consummation of the Merger.
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EXECUTIVE COMPENSATION
The summary compensation table is omitted because no compensation for
services in all capacities to the Company was awarded, earned by or paid to
the President of the Company for the fiscal years ended February 28, 2000,
1999 or 1998, and no other executive officer of the Company received salary
and bonus in excess of $100,000 during the fiscal years ended February 28,
2000, 1999 or 1998.
No director or officer has received compensation for services rendered
during 1998, 1999 or 2000. Directors do not currently receive fees or other
remuneration from the Company.
PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT
Giving effect to the consummation of the Merger and the reverse stock
split, the current stockholders of the Company will collectively own
approximately 4.2% of the outstanding voting securities of the Company, on a
diluted basis. Concurrent with the closing of the Merger, the incumbent
officers and directors of the Company will be replaced by the officers and
directors selected by the shareholders of WCIN.
The following table sets forth certain information as of June 16, 2000,
regarding (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each director,
nominee and executive officer of the Company and (iii) all officers and
directors as a group.
<TABLE>
<CAPTION>
Amount and
Nature of Percentage
Beneficial of
Title of Class Name & Address of Beneficial Owner Ownership Class(1)
-------------- ---------------------------------- ---------- ----------
<S> <C> <C> <C>
Common Stock.............. Stanley Shuster 17,604,199(2) 35.2%(2)
1990 Westwood Boulevard
Third Floor
Los Angeles, California 90025
Common Stock.............. All officers and Directors as a Group (One person) 17,604,199 35.2%
</TABLE>
--------
(1) Percentages are determined on the basis of 50,000,000 shares of
outstanding Common Stock.
(2) Does not include 1,000,000 shares of common stock to be issued to Stanley
Shuster at the effective date of the Merger.
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PROPOSAL 1--AMENDMENT TO THE CERTIFICATE OF INCORPORATION ("AMENDMENT") (A) TO
CHANGE THE NAME OF THE COMPANY TO "WORLD COLLECTIBLES, INC.", AND (B) TO
EFFECT A REVERSE STOCK SPLIT WHEREBY EACH ISSUED AND OUTSTANDING SHARE OF
COMMON STOCK, $.01 PAR VALUE PER SHARE, WILL BE CONVERTED INTO .007407407 OF A
SHARE OF COMMON STOCK.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. Proxies
solicited by the Board of Directors will be so voted unless stockholders
specify otherwise in their proxy.
Description
A. Change of Name
WCIN has requested that the Company's name be changed to "World
Collectibles, Inc." such that, upon the completion of the Merger, the
Company's name reflects its business as a successor to the business of WCIN.
B. Reverse Stock Split
Reason for Reverse Stock Split; Dilution
The consummation of the Merger is contingent upon each share of Common
Stock issued and outstanding, without any action on the part of any holder
thereof, being converted into .007407407 of a share of Common Stock. In the
reverse stock split, fractional shares will be rounded up to the nearest whole
share.
The Reverse Stock Split would apply to all shares of the Company's Common
Stock outstanding on the date immediately prior to the closing of the Merger,
but will not be effective until the consummation of the Merger. Giving effect
to the consummation of the Merger, the holders of Common Stock will
collectively own approximately 4.2% of the outstanding voting securities of
the Company on a fully diluted basis.
The principal purpose of the Reverse Stock Split is to fulfill the
provisions and requirements of the Merger Agreement, which provides that the
Company's currently outstanding Common Stock be reduced to approximately
370,370 shares.
The proposed Certificate of Amendment to the Company's Certificate of
Incorporation is attached hereto as Annex A.
Exchange of Stock Certificates
Assuming the Reverse Stock Split is approved by the stockholders,
stockholders will be required to exchange their stock certificates for new
certificates representing the shares of Common Stock after giving effect to
the Reverse Stock Split. Stockholders will be furnished with the necessary
materials and instructions for the surrender and exchange of stock
certificates at the appropriate time by the Company's transfer agent.
Stockholders will not be required to pay a transfer or other fee in connection
with the exchange of certificates. STOCKHOLDERS SHOULD NOT SUBMIT ANY
CERTIFICATES UNTIL REQUESTED TO DO SO.
Federal Income Tax Consequences of Reverse Stock Split
The following description of Federal income tax consequences is based upon
the Internal Revenue Code of 1986, as amended, the applicable Treasury
Regulations promulgated thereunder, judicial authority and current
administrative rulings and practices as in effect on the date of this Proxy
Statement. This discussion is for general information only and does not
discuss consequences which may apply to special classes of taxpayers (e.g.,
nonresident aliens, brokers-dealers or insurance companies). Stockholders are
urged to consult their own tax advisors to determine the particular
consequences to them.
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The exchange of shares of Common Stock for shares of Common Stock after
giving effect to the Reverse Stock Split will not result in recognition of
gain or loss. The holding period of the shares of new Common Stock will
include the stockholder's holding period for the shares of Common Stock
exchanged therefor, provided that the shares of Common Stock were held as a
capital asset. The adjusted basis of the shares of new Common Stock will be
the same as the adjusted basis of the shares of Common Stock exchanged
therefor.
OTHER BUSINESS
The Board of Directors of the Company knows of no other matters to be
presented at the Special Meeting of Stockholders. However, if any other
matters properly come before the meeting, or any adjournment thereof, it is
intended that proxies in the accompanying form will be voted in accordance
with the judgment of the persons named therein.
COST OF SOLICITATION
Solicitation other than by mail may be made personally and by telephone by
officers and employees of the Company who will not be additionally compensated
therefor. The Company will request brokers, dealers, banks or voting trustees,
or their nominees, who hold stock in their names for others or hold stock for
others who have the right to give voting instructions, to forward proxy
materials to their principals and request authority for the execution of the
proxy card and will reimburse such institutions for their reasonable expenses
in so doing. The total cost of soliciting proxies will be borne by the
Company.
It is important that your shares be represented at the meeting. If you are
unable to be present in person, you are respectfully requested to sign the
enclosed proxy and return it in the enclosed stamped and addressed envelope as
promptly as possible.
By Order of the Board of Directors,
/s/ Stanley Shuster
Stanley Shuster
President
Los Angeles, California
June 29, 2000
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ANNEX A
CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION
OF MEDICAL MONITORS, INC.
It is hereby certified that:
1. The name of the corporation (the "Corporation") is Medical Monitors,
Inc.
2. The certificate of incorporation of the Corporation is hereby amended by
striking out Article First thereof and by substituting in lieu of said Article
the following new Article:
"ARTICLE FIRST: "The name of the corporation is World Collectibles, Inc.
(the "Corporation")."
3. Upon this Certificate of Amendment becoming effective in accordance with
the Delaware General Corporation Law (the "Effective Time"), each share of
common stock, par value $0.01 per share, of the Corporation ("Old Common
Stock") issued and outstanding immediately prior to the Effective Time shall
be reclassified as and changed into 0.007407407 validly issued, fully paid and
nonassessable shares of Common Stock, $0.01 per share of the Corporation ("New
Common Stock"). Each stock certificate representing shares of Old Common Stock
shall thereafter represent that number of shares of New Common Stock into
which the shares of Old Common Stock represented by such certificate shall
have been reclassified, provided, however, that each person holding of record
a stock certificate or certificates that represented shares of Old Common
Stock shall receive, upon surrender of such certificate or certificates, a new
certificate or certificates evidencing and representing the number of shares
of New Common Stock to which such person is entitled.
4. The amendments of the certificate of incorporation herein certified have
been duly adopted and written consent has been given in accordance with the
provisions of Sections 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed this day of , 2000.
By: __________________________________
Stanley Shuster
President
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MEDICAL MONITORS, INC.
PROXY SPECIAL MEETING OF STOCKHOLDERS JULY 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Stanley Shuster as Proxy, with the power to
appoint and substitute, and hereby authorizes him to represent and to vote, as
designated below, all of the shares of Common Stock, $.01 par value per share,
of Medical Monitors, Inc. held of record by the undersigned on June 23, 2000,
at the Special Meeting of Stockholders to be held on July 25, 2000, or any
adjournment thereof.
1. Authorization of an amendment to the Company's Certificate of
Incorporation, as described in the accompanying Proxy Statement.
FOR [_] AGAINST [_] ABSTAIN [_]
2. In his discretion, the Proxy is authorized to vote upon such other
business as may properly come before the meeting.
This proxy statement is solicited on behalf of the Board of Directors. This
proxy when properly executed will be voted in the manner directed on the face
hereof. If no direction is made, this proxy will be voted FOR the amendment to
the Company's Certificate of Incorporation.
Please date, sign and return the proxy card promptly in the accompanying
envelope. No postage is required. If you furnish a proxy and subsequently
attend the Special Meeting in person, you may vote in person.
Dated:_________________, 2000
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Signature of Stockholder
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Signature of Stockholder
NOTE: PLEASE SIGN EXACTLY AS THE NAME APPEARS HEREON. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE FURNISH FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY THE PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
