<PAGE>
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 A JOINT PRESS RELEASE ISSUED BY PHOTOCHANNEL NETWORKS,
INC. AND MOTO PHOTO, INC. ON SEPTEMBER 20, 2000 ANNOUNCING THE INTENT OF THE
RESPECTIVE PARTIES TO MERGE.
[LOGO]
MOTOPHOTO
PHOTOCHANNEL
NEWS RELEASE
PHOTOCHANNEL ANNOUNCES INTENT TO MERGE WITH MOTO PHOTO, THIRD
LARGEST SPECIALTY PHOTO RETAILER IN NORTH AMERICA
COMBINED FORCE OF TRADITIONAL BRICKS AND MORTAR AND ONLINE LEADER CREATES
IMAGING POWERHOUSE
VANCOUVER, BC, CANADA AND DAYTON, OHIO - SEPTEMBER 20, 2000 - PHOTOCHANNEL
NETWORKS INC. (ME: PNI, OTC BB: PHCHF), an e-commerce company developing an
online photo print service for both digital and conventional film
photographers at its online photography community located at
http://www.photochannel.com, today announced that it has entered into a
letter of intent for one of its subsidiaries to merge with MOTO PHOTO, INC.
(NASDAQ:MOTO), the largest franchisor of retail imaging stores and the third
largest specialty retailer of imaging services in North America. Moto Photo
reported revenues of US $36.8 million for 1999 and a net income of US $1.65
million.
The proposed merger would value Moto Photo common stock at US$1.75 per share
and provide for each common share of Moto Photo to be converted into shares
of common stock of PhotoChannel based upon an exchange ratio equal to US
$1.75 divided by the average closing price of PhotoChannel common stock for
the 20 trading days immediately preceding the merger, with a ceiling of US
$2.50 per PhotoChannel share and a floor of US $1.00 per PhotoChannel share.
As a result, subject to completion of the merger, the existing Moto Photo
common shareholders would own between approximately 5,600,000 to 14,000,000
common shares of PhotoChannel. The transaction is anticipated to be tax-free
to Moto Photo shareholders. The proposed merger is subject to a definitive
agreement containing customary terms and conditions for similar transactions
including Boards of Directors and shareholder approvals; regulatory
approvals; the filing of a registration statement with the SEC; the
conversion of Moto Photo options into PhotoChannel options; the completion of
a US $25 million financing by PhotoChannel; and, may be subject to the
consent of the holders of Moto Photo's Amended Series G Cumulative Non-Voting
Preferred stock. For estate planning purposes, 2 major shareholders of Moto
Photo may elect to enter into an agreement with an unaffiliated third party
to monetize at closing up to 50% of the PhotoChannel shares they receive in
the merger at US $1.75 per share. The closing date is targeted for the first
quarter of 2001.
"We are eager to access Moto Photo's unrecognized asset value represented by
it's 2 million upscale customers who process 9 million rolls of film a year
and generate one-quarter of a billion images," said Geoffrey G. Briant, CEO
and Chairman of PhotoChannel. "Bricks and mortar retailers like Moto Photo
will have an increasingly prominent role to play in the imaging world of the
dot-com economy. Moto Photo's 419 locations will be a valuable link to
PhotoChannel's digital world by providing us a widely distributed network for
immediate film delivery and print pick-up. In the 1999 Annual Report for Moto
Photo, Michael Adler, Moto Photo's Chairman & CEO commented, `One dot-com
company hails itself as one of the leading websites with 6 million images now
being stored on its servers. That is equivalent to just 9 days volume for
Moto Photo. This remark emphasizes for us the combined potential of
PhotoChannel and Moto Photo."
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PHOTOCHANNEL NETWORKS INC.
September 20, 2000
Page 2
Moto Photo and it's franchisees have installed 100 digital workstations that
enable its stores to print images from negatives and scan prints to digital
images that could then be uploaded to the PhotoChannel web site. The Moto
Photo system has also installed over 25 Fuji Frontier Digital Minilab systems
that employ state-of the-art solid state laser exposure technology. These
systems produce the highest quality prints from both film and digital media
and can be configured to enable each store to upload to that store's private
labeled version of the PhotoChannel site or to download images from the
PhotoChannel site for print fulfillment and pick-up at that store. Moto
Photo, combined with PhotoChannel, will have a larger installed-base of these
state-of-the art digital minilab systems from Fuji than all of the all other
photo-related dot-com companies in the world.
"With this merger our shareholders, franchisees and associates will benefit
from fully embracing digital photography. The combined superior management
teams at Moto Photo and PhotoChannel, coupled with yesterday's announcement
of PhotoChannel's new financial and strategic advisors at Salomon Smith
Barney, gives us the foundation to build a new economy company" said Michael
Adler, Chairman & CEO of Moto Photo. "I personally look forward to, and I am
fully committed to, working with the merged entity. It is inevitable that
imaging Internet companies will join forces with major retailers. I am
excited that we are the first two companies to implement this strategy and I
anticipate that others will want to join this newest imaging powerhouse."
ABOUT MOTO PHOTO, INC.
Moto Photo, Inc., and its subsidiaries, of Dayton, Ohio are engaged in
franchising and ownership of stores offering one hour photo processing
services, portraiture and related imaging services and merchandise under the
tradenames and service marks "ONE HOUR MOTOPHOTO' and "ONE HOUR MOTOPHOTO AND
PORTRAIT STUDIO." This system had 1999 revenues of US $ 140 million and
operated 422 stores, including 47 affiliates in Norway, in 27 US states and 2
foreign countries at December 31,1999.
ABOUT PHOTOCHANNEL NETWORKS INC.
PhotoChannel is an e-commerce company with an online photo community at
www.photochannel.com featuring online photo print services for both
conventional film and digital photographers. The online photo print phase of
the Company's development will launch on October 1, 2000 and feature "Preview
and edit...THEN order prints" at www.photochannel.com
This release contains 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.
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PHOTOCHANNEL NETWORKS INC.
September 20, 2000
Page 3
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.
PhotoChannel and its directors, executive officers, and certain other members
of management and employees may be soliciting proxies from PhotoChannel
stockholders in favor of the transaction. Information concerning the
participants in the solicitation is set forth in the FORM 6-K FILED BY
PHOTOCHANNEL WITH THE SEC ON SEPTEMBER 20, 2000.
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<CAPTION>
<S> <C> <C>
PhotoChannel Networks Inc. Moto Photo , Inc.
On behalf of its Board of Directors, On behalf of its Board of
Directors,
Geoffrey G. Briant Michael Adler
Chairman & CEO Chairman & CEO
CORPORATE INFORMATION INVESTOR INFORMATION MEDIA RELATIONS
Moto Photo, Inc. The Investor Relations Group Thomas PR
David A. Mason, Exec. VP & CFO Tel: 1-800-444-9214 Karen Thomas/Gina Prescia
Tel: 937- 837-7911 Ext. 246 [email protected] Tel: 631-549-7575
-----------------------
[email protected] www.irgnews.com [email protected]
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www.motophoto.com [email protected]
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PhotoChannel Networks Inc.
Frank Gigliotti, VP, Corp. Communications
Tel: 604-893-8955
[email protected]
---------------------------
www.photochannel.com
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