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SCHEDULE 14A INFORMATION
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
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
MOTO PHOTO, INC.
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if Other Than Registrant)
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: ______________________.
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 0-11 (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 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: __________________.
2) Form, Schedule or Registration Statement No.:
_________________.
3) Filing Party: __________________________.
4) Date Filed: ___________________________.
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THE FOLLOWING IS THE TEXT OF POWERPOINT SLIDES SHOWN AT THE MOTO PHOTO,
INC. FRANCHISEE MEETING ON SEPTEMBER 20, 2000.
MOTO
CONCEPT
2000
EXPLODING INTO THE
NEW MILLENIUM
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PHOTOCHANNEL
BENEFITS TO MOTO STAKEHOLDERS
FRANCHISEES
<TABLE>
<CAPTION>
FINANCIAL STRATEGIC
--------- ---------
<S> <C>
- Major Zee Financial Assistance - Fully Embracing Digital
- Internet Solutions - Owner In World Wide Internet Provider
- Increased Consumer Visibility - Increases Moto's Net Worth
- Increased Marketing - Currency (Stock) For Acquisitions
- Higher Sales & Profits - Expanded System
- Talent
- Strategic
- Financial
- Networking
- Strengthens Franchise System
- Bigger Player
</TABLE>
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PHOTOCHANNEL
BENEFITS TO MOTO STAKEHOLDERS
SHAREHOLDERS
<TABLE>
<CAPTION>
FINANCIAL STRATEGIC
--------- ---------
<S> <C>
- Triple Stock Price - Fully Embracing Digital
- Market Liquidity - Owner In World Wide Internet Provider
- Upside Stock Potential - Currency (Stock) For Acquisitions
- Increases Moto's Net Worth - Talent
- Strategic
- Financial
- Networking
- Strengthens Franchise System
- Bigger Player
</TABLE>
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PHOTOCHANNEL'S
PRESENTATION TO
MOTOPHOTO
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WHAT CAN PHOTOCHANNEL DO FOR
MOTOPHOTO?
- Provide the premier dot com strategy for MotoPhoto stores
- Provide a first-to-market network strategy for MotoPhoto stores
- Provide an enhanced store expansion strategy by repositioning MotoPhoto
as embracing digital photography
- Provide an in-store product diversification strategy
- Provide the financing for, and implementation of, these strategies
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WHAT CAN PHOTOCHANNEL DO FOR
MOTOPHOTO?
DOT COM STRATEGY FOR STORES
- Use the PhotoChannel site as a template of the premier online photo site for
building customized photo websites for each MotoPhoto store featuring:
- "Preview & edit...THEN order prints"
- Online PREVIEW AND EDITING of pictures
- Online ORDERING of prints in stores or at home
- For digital & film photographers
- In-store PICK UP at any MotoPhoto store nationwide
- An ONLINE MOTOPHOTO camera store featuring in-store pick-up (and return) of
online purchases at MotoPhoto;
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WHAT CAN PHOTOCHANNEL DO FOR
MOTOPHOTO?
DOT COM STRATEGY FOR STORES(CONT'D)
- PERSONAL photo web sites for customers where albums and/or slide
shows are posted for sharing with family and friends;
- Online photography NEWS, tips and techniques;
- Digital camera, film camera & digital imaging SOFTWARE REVIEWS;
- Weekly email of photography NEWSLETTER; and,
- Online COMMUNITY of peers sharing common photo interests
including manufacturers' reps.
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WHAT CAN PHOTOCHANNEL DO FOR
MOTOPHOTO?
NETWORK STRATEGY FOR STORES
- Each store enjoys a FIRST-TO-MARKET advantage as a PRINT FULFILLMENT
MEMBER of The PhotoChannel Network
- Membership results in INCREMENTAL REVENUE from printing for
geographically dispersed print origination members seeking a
distributed printing solution for their customers
- Membership in The PhotoChannel Network enables each MotoPhoto store
to offer IN-STORE PICK-UP AT MOTOPHOTO STORES NATIONWIDE.
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WHAT CAN PHOTOCHANNEL DO FOR
MOTOPHOTO?
NETWORK STRATEGY FOR STORES (CONT'D)
- By networking Fuji Frontier digital minilabs and having each store
become a member of The PhotoChannel Network, each store becomes a
PRINT FULFILLMENT MEMBER of THE PHOTOCHANNEL NETWORK;
- As members, each store receives online orders for prints from
MotoPhoto customers as well as from their family and friends
nationwide. ORDERS FROM PHOTOCHANNEL'S PRINT ORDER ORIGINATION
MEMBERS are also received. These will include the online photo
communities such as Zing, Photopoint, MyFamily.com, and MSN
Communities;
- As a network member, each store's value is enhanced.
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WHAT CAN PHOTOCHANNEL DO FOR
MOTOPHOTO?
PRODUCT DIVERSIFICATION STRATEGY FOR STORES
- Like Gateway Country stores, MotoPhoto stores could become demo centers
for in-store ordering and next day pick-up of :
- Top selling digital and traditional film cameras( and accessories);
- Digital cellular phones;
- Personal digital assistants including Palm, Handspring, PocketPC
Compatible devices and Blackberry; and,
- Digital Frames( with or without Internet access)
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WHAT CAN PHOTOCHANNEL DO FOR
MOTOPHOTO?
FINANCE & IMPLEMENTATION STRATEGIES FOR STORES
- $15,000 - $20,000 in network hardware and software delivered by
PhotoChannel to MotoPhoto stores with Fuji Frontier digital minilabs
installed
- Preferential Fuji Frontier digital minilab delivery to be obtained by
PhotoChannel
- Preferential Fuji Frontier digital minilab financing to be provided by
PhotoChannel
- Sublicense of the exclusive right to use the MCL online photo print
fulfillment solution utilizing Fuji Frontier digital minilabs to be
provided by PhotoChannel
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WHAT CAN PHOTOCHANNEL DO FOR
MOTOPHOTO?
FINANCE & IMPLEMENTATION STRATEGIES FOR STORES (CONT'D)
- Customizable online photo site template provided to MotoPhoto stores by
PhotoChannel
- Online camera store product fulfillment solution provided by
PhotoChannel
- All content and community features of the PhotoChannel site provided by
PhotoChannel
- Online image storage and retrieval solution provided by PhotoChannel
Lifetime archiving guarantee from Fuji provided by PhotoChannel
- Lifetime archiving guarantee from Fuji provided by PhotoChannel
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WHAT CAN PHOTOCHANNEL DO FOR MOTOPHOTO
FRANCHISEES?
- Provide, finance and implement a comprehensive strategy to embrace
digital photography
- Provide each store a website and all related storage featuring "Preview
& Edit...THEN order prints!";
- Provide membership in The PhotoChannel Network
- Create stores as demo centers for the online camera store featuring
camera, cellular phone and PDA SALES; and,
- Increase in-store traffic with:
- "Preview & edit...THEN order prints!" available online in stores
- In-store pick up of prints ordered online from existing customers, new
customers and from photo communities
- In-store pick-up ( and return) for online camera store sales.
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WHAT CAN PHOTOCHANNEL DO FOR MOTOPHOTO
CUSTOMERS?
ESTABLISH EACH MOTOPHOTO STORE AS A NEIGHBORHOOD DIGITAL IMAGING CENTER
FEATURING:
- "Preview & edit ...THEN order prints!"
- In-store online access available at each store
- In-store pick-up of pictures previewed and edited online
- A selection of the latest digital cameras and accessories
- In-store pick up (and return) of online camera sales
- Topical newsletter emailed weekly as the authority on photography
news, tips, hints and techniques highlighting each store's "Specials
This Week !"
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SUMMARY OF OPPORTUNITY
- PhotoChannel offers MotoPhoto the opportunity to differentiate, innovate
and reposition the Company and its stores:
- Membership in The PhotoChannel Network DIFFERENTIATES MotoPhoto from
other specialty photography retailers;
- Membership in The PhotoChannel Network positions MotoPhoto as an
INNOVATIVE retailer with a First-to-Market advantage; and,
- Membership in The PhotoChannel Network REPOSITIONS MotoPhoto as a
specialty photo retailer dedicated to embracing digital photography.
* * * * *
The foregoing materials contain statements concerning trends and other
forward-looking information affecting or relating to PhotoChannel and Moto
Photo and their respective industries that are intended to qualify for the
protections afforded "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. In particular, statements
regarding the proposed transaction described in this release are based on
management's current expectations or beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. The
following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: (1) the
risk that PhotoChannel and Moto Photo businesses will not be integrated
successfully; (2) unanticipated delays in achieving or inability to achieve
cost reduction and employee productivity goals; (3) cost related to the
proposed transaction; (4) inability to obtain, or meeting conditions imposed
for, governmental approvals and other conditions for the merger; and (5)
failure of the PhotoChannel or Moto Photo stockholders to approve the
proposed transaction.
* * * * *
In connection with the business combination transaction, PhotoChannel and
Moto Photo expect to file a joint proxy statement/prospectus and other
documents with the Securities and Exchange Commission. PhotoChannel and Moto
Photo expect to send the joint proxy statement/prospectus to their respective
stockholders seeking their approval of the proposed business combination
transaction. We urge investors and stockholders to read the joint proxy
statement/prospectus carefully when it is available. The joint proxy
statement/prospectus will contain important information about the resulting
company, PhotoChannel, Moto Photo, the proposed business combination
transaction, and related matters. Investors and stockholders will be able to
obtain free copies of the joint proxy statements/prospectus and these
documents, once available, as well as other filings made by PhotoChannel and
Moto Photo with the Commission through the website maintained by the
Commission at http://www.sec.gov. Free copies of the joint proxy
statement/prospectus and these other documents, once available, may also be
obtained by PhotoChannel stockholder by directing a request to PhotoChannel
at Suite 800-900 West Hastings Street, Vancouver, British Columbia V6C 1E5,
Canada, and by Moto Photo stockholders by directing a request to Moto Photo
at 4444 Lake Center Drive, Dayton, Ohio 45426.
Moto Photo and its directors, executive officers, and certain other members
of management and employees may be soliciting proxies from Moto Photo
stockholders in favor of the transaction. Information concerning the
participants in the solicitation is set forth in the FORM 8-K FILED BY MOTO
PHOTO WITH THE SEC ON SEPTEMBER 20, 2000.
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