SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __________)
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ]Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
Creative Technologies Corp.
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule
14A.
$500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rule 14a-
6(i)(4) 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:
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:
CREATIVE TECHNOLOGIES CORP.
170 53rd Street
Brooklyn, New York 11232
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held on January 26, 1996
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The Special Meeting of Shareholders (the `Special
Meeting') of Creative Technologies Corp., a New York
corporation (the `Company'), will be held on January 26,
1996 at 10 a.m., at the office of the Company, 170 53rd
Street, Brooklyn, New York 11232, for the following
purposes:
1. To ratify and approve the issuance by the Company
of up to 4,000,000 shares of the Company's Common Stock to
investors in a proposed private placement which will result
in the issuance of more than 20% of the Company's currently
outstanding Common Stock at a price less than the greater of
the book or market value of the stock.
2. To consider and act upon such other matters as may
properly come before this Special Meeting.
All shareholders are cordially invited to attend. Only
shareholders of record at the close of business on December
12, 1995 will be entitled to vote at the Special Meeting or
any adjournment thereof.
By Order of the Board of
Directors,
David Selengut
Secretary
December 29, 1995
CREATIVE TECHNOLOGIES CORP.
170 53rd Street
Brooklyn, New York 11232
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PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
to be held on January 26, 1996
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INTRODUCTION
General
This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of Creative
Technologies Corp., a New York corporation (the `Company'),
of proxies for use at the special meeting of shareholders
(`Special Meeting') of the Company to be held at the offices
of the Company, 170 53rd Street, Brooklyn, New York 11232,
on Friday, January 26, 1996 at 10 a.m., local time, and at
any adjournment thereof. This Proxy Statement was first
mailed to shareholders of the Company on or about January 5,
1996.
At the Special Meeting, the Company's shareholders will
(i) vote to ratify and approve the proposal for the Company
to raise up to $4,000,000 through the issuance of shares of
the Company's Common Stock to investors in a proposed
private placement (the `Investment Transaction') which will
result in the potential issuance of more than 20% of the
Company's currently outstanding Common Stock for less than
the greater of book or market value of the stock. The
shareholders may also conduct such other further business as
may properly come before the Special Meeting or any
adjournment thereof.
The Board of Directors believes that the approval of
the Investment Transaction is necessary to enable to Company
to have sufficient working capital for its operations and to
allow it to obtain a line of credit on terms acceptable to
the Company.
Record Date; Proxies
The Board of Directors of the Company has fixed the
close of business on December 12, 1995 as the record date
(the `Record Date') for determining holders of Common Stock
entitled to notice of and to vote at the Special Meeting.
Only holders of record of the Common Stock at the close of
business on such date will be entitled to vote at the
Special Meeting or at any adjournment thereof. At such
date, there were issued and outstanding 5,735,850 shares of
Common Stock, each of which is entitled to one vote on each
matter presented at the Special Meeting.
Each shareholder of the Company is requested to
complete, sign, date and return the enclosed proxy without
delay in order to ensure that the shares owned by such
shareholder are voted at the Special Meeting. Any
shareholder may revoke a proxy at any time before it is
voted by: (i) delivering a written notice to the Secretary
of the Company, at the address of the Company set forth
above, stating that the proxy is revoked; (ii) executing a
subsequent proxy and delivering it to the Secretary of the
Company; or (iii) attending the Special Meeting and voting
in person. Each properly executed proxy returned will be
voted as directed. In addition, if no directions are given
or indicated, the persons named in the accompanying proxy
intend to vote proxies in favor of the proposal to ratify
and approve the proposed private placement.
Required Vote
The holders of a majority of the outstanding shares of
Common Stock on the Record Date are necessary to constitute
a quorum at the Special Meeting. The affirmative vote of
the holders of a majority of the shares of Common stock
present at the Special Meeting and voting is required to
ratify and approve the Investment Transaction. Accordingly,
votes 'withheld' will not count against the ratification of
the Investment Transaction. Brokers do not have
discretionary authority to vote on the proposal to approve
the Investment Transaction.
Other Action at Special Meeting
The Company does not know of any other matters to be
presented at the Special Meeting. If any additional matters
should be properly presented, proxies will be voted in
accordance with the judgment of the proxy holders.
Cost of solicitation
The Company will bear the cost of soliciting proxies.
Directors, officers and employees of the Company may solicit
proxies personally or by telephone, telegram or mail. Such
directors, officers and employees will not be additionally
compensated for such solicitation but may be reimbursed for
reasonable out-of-pocket expenses incurred in connection
therewith. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries for
the forwarding of proxy material to the beneficial owners of
the Common Stock held of record by such persons and the
Company will, upon request, reimburse such custodians,
nominees and fiduciaries for reasonable out-of-pocket
expenses incurred in connection therewith.
APPROVAL OF INVESTMENT TRANSACTION
The Board of Directors of the Company proposed the
issuance by the Company of up to 4,000,000 shares of Common
Stock in a private placement at $1.00 per share. 1,000,000
shares shall be offered on a "best efforts all-or-none"
basis and the remaining 3,000,000 shares shall be offered on
a "best efforts" basis. The investment Transaction will be
offered to a limited number of accredited investors
(`Investors') pursuant to the exemption from registration
afforded by Regulation D under the Securities act of 1933,
as amended (the 'Securities Act'). The Board of Directors
shall have the authority to decrease the offering price per
share if it shall determine that the lower offering price is
necessary to consummate the Investment Transaction.
The Board of Directors has unanimously approved the
Investment Transaction. The Investment Transaction is
subject to the approval of the shareholders of the Company
in order to comply with certain rules of the Nasdaq Stock
Market. Section 6(i)(1)(d)(ii) of Schedule D of the Nasdaq
rules requires that, prior to issuing shares of a listed
class such as the Common Stock of the Company, of 20% or
more of the then outstanding Common Stock in a private
placement for less than the greater of book or market value
of the stock, the Company must obtain approval of the
proposed issuance by a majority of the votes cast at the
Special Meeting. The consummation of the Investment
Transaction would result in the issuance of more than 20% of
the outstanding Common Stock of the Company and therefore,
approval by the shareholders of the Company of the
Investment Transaction is requested at the Special Meeting.
Background of Investment Transaction
Due primarily to a decrease in sales for the nine
months ended September 30, 1995, attributable to the retail
softness in demand and the reduction in the unit selling
price of the Company's pasta machines caused by the large
supply of competitive machines available on the market and
also to an inability to meet demand for sales of the Grill
Express because of a shortage of merchandise caused by
production delays by one of the Company's major suppliers,
who has since been replaced, the Company suffered a net loss
of $2,414,000 for the nine months ended September 30, 1995
compared to a gain of $2,208,000 in the same period in 1994.
On April 19, 1995, the Company obtained a one year
credit facility from Shawmut Capital Corporation ("Shawmut")
in the total amount of up to $15,000,000, consisting of a
term loan of $1,000,000 and revolving credit facility of up
to $15,000,000 less the outstanding amount of the term
loan. The revolving credit facility is limited to advance
rates against available Eligible Accounts and Eligible
Inventory (as defined in the agreement). The Company pays
interest on the Term Loan and on the outstanding revolving
credit loans at the rate of 1.25% over the prime rate of the
Shawmut Bank Connecticut, N.A. The loan agreement with
Shawmut requires the Company to maintain certain levels of
profitability, working capital, tangible net worth, net cash
flow and interest coverage ratio and places certain other
restrictions on the Company. At September 30, 1995, the
Company was in default of certain of these covenants.
The Company and Shawmut entered into a Post Default
Agreement, effective November 1, 1995, in which Shawmut
agreed to continue to extend financing to the Company and to
forebear from accelerating the loans until December 31,
1995, to limit loans available under the credit facility to
$5,500,000 and to slightly reduce the advance rates against
Eligible Accounts. In addition, the Company was required to
provide Shawmut with evidence that it has received a minimum
of $500,000 in cash or immediately available funds in the
form of an equity contribution on or prior to November 15,
1995 and an additional $500,000 on or prior to November 30,
1995. The Company is presently in discussions with various
lending institutions seeking replacement financing. If the
Company is unable to restructure the terms of the credit
facility with Shawmut or obtain replacement financing from
another bank or privately raise the funds, the Company may
be unable to meet its payment obligations.
During September 1995, the Company consummated a
private placement pursuant to which the Company raised
$830,000 through the sale of Common Stock of the Company for
$1.00 per share. Sales in the private placement were made
by officers of the Company and no commissions were paid for
the sale of such stock. In determining the offering price
for this offering, the Company had discussions with certain
funds, brokerage firms and potential investors.
Furthermore, the Company took into consideration the
immediate need for the financing, the Company's projected
loss for the third quarter and the fact that the shares to
be offered would not be registered. Of the 830,000 shares
sold in the offering, a total of 100,000 shares were
purchased by two independent sons of a director of the
Company. The remainder of the shares were purchased by non-
affiliates.
The Board of Directors of the Company has determined
that it would be in the best interest of the Company to
raise up to an additional $4,000,000 in a private placement
in order to reduce dependence on bank financing, which may
not be available, and if available, is expensive and
requires the Company to adhere to strict restrictions.
Furthermore, the Company believes that an infusion of equity
capital would allow the Company more flexibility in
negotiating credit facilities with banks and furthermore,
the Company may be able to obtain better terms and attract
interest from more banking institutions. No guarantee can
be given, however, that the Company will be able to replace
its current credit facility with Shawmut with another
banking institution, or at all, or that Shawmut will
continue to forebear on accelerating the loan after December
31, 1995. The proceeds of the proposed offering will be
used for working capital purposes and to repay indebtedness,
if necessary. The Company also believes that it may be able
to reduce the costs of obtaining and importing inventory if
it has the additional working capital.
Terms of Proposed Offering:
The Board of Directors have approved, subject to
shareholder approval, the offering of 1,000,000 shares of
Common Stock on a "best efforts, all-or-none basis" and the
remaining 3,000,000 shares of Common Stock on a "best
efforts basis" The purchase price will be $1.00 per share.
After the minimum number of shares is sold (1,000,000), an
interim closing may be held and the offering will continue
until the earlier of the sale of all of the shares offered
in the proposed private placement or May 24, 1996, unless
extended by the Company for an additional 60 days (the
"Offering Period"). It is anticipated that the offering
will be made only to accredited investors. Affiliates of
the Company will be permitted to participate in purchasing
shares in the offering. The Board of Directors shall have
the authority to decrease the offering price per share and
increase the amount of shares offered if it shall determine
that the lower offering price is necessary to consummate the
Investment Transaction. The Board of Directors will take
into consideration, among other factors, the price of the
Common Stock as quoted on NASDAQ at the commencement of the
offering, the average daily volume for the Common Stock, the
ability to obtain investors and other sources of funding,
the financial condition of the Company and when the funds
will be needed. Approving this proposal would autherize the
Company to offer the shares of Common Stock at a significant
discount to market. In the event that the shares are sold
at a price below $1.00 per share, the current shareholders
would incur dilution in the value of their shares.
Shareholders should therefore consider the potential
dilution before approving this proposal. In the event that
this proposal is not approved by the shareholders, the
Company would be required to obtain financing from other
sources. The Company does not currently have any
alternative plans.
Description of Common Stock
The holders of Common Stock are entitled to one vote
per share on all matters to be voted upon by stockholders
and are entitled to receive such dividends, if any, as may
be declared, from time-to-time, by the Board of Directors
from funds legally available therefore, subject to the
dividend preferences of the Preferred Stock, if any. Upon
liquidation or dissolution of the Company, the holders of
Common Stock are entitled to share ratably in all assets
available for distribution after payment of liabilities and
liquidation preferences of the Preferred Stock, if any.
Holders of Common
Stock have no preemptive rights, no cumulative voting rights
and no rights to convert their Common Stock into any other
securities. The shares of Common Stock to be outstanding
upon the completion of the proposed offering will be fully
paid and non-assessable.
Pro Forma Balance Sheet upon Occurrence of the
Investment Transaction
The following is a brief summary of the pro forma
effects on the Company's balance sheet at September 30, 1995
(unaudited) of the Investment Transaction, assuming the sale
of a minimum of 1,000,000 shares and a maximum of 4,000,000
shares at $1.00 per share. If the Company is unable to sell
a minimum of 1,000,000 shares before the termination of the
Offering Period, the Company will refund to all investors
all amounts invested in the proposed offering.
Pro Forma Effect of Investment Transaction as at
September 30, 1995
(in Thousands)
Actual Pro Forma Pro Forma
-------- ------------------ -----
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(Minimum Offering) (Maximum Offering)
Assets
Total Current Assets $10,841 $11,841 $14,841
Total Assets 13,594 14,594 17,594
Liabilities
Total Current Liabilities 9,303 9,303 9,303
Total Debt 9,303 9,303 9,303
Stockholders' Equity 4,291 5,291 8,291
MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock is traded in the over-
the-counter market on the National Market System of the
National Association of Securities Dealers Automatic
Quotation System ("NASDAQ"). The following table sets forth
the range of high and low bid prices of the Company's Common
Stock as quoted by NASDAQ. These quotations represent
prices between dealers in securities, do not include retail
mark-ups, mark-downs or commissions and do not necessarily
represent actual transactions.
Fiscal Year Ended Fiscal Year Ended Fiscal
Year Ended December 31,
1993 December 31, 1994 December 31, 1995
High Bid Low Bid High Bid Low Bid High
Bid Low Bid
COMMON STOCK (CRTV)
First Quarter 71/8 4 3/8 7 1/4 5 1/2 5
3
Second Quarter6 15/16 4 1/4 5 7/8 3 3/4 4 5/8
2 1/4
Third Quarter6 5/8 3 3/4 6 5/8 4 3 3/16
2 1/2
Fourth Quarter7 1/8 5 3/4 6 1/2 4 1/2
The closing bid price of the Common Stock on December 15,
1995 was 1 3/8.
At December 15, 1995, there were in excess of
1,000 Shareholders. Holders of Common Stock are entitled to
dividends when, as, and if declared by the Board of
Directors out of funds legally available therefore. The
Company has not paid any cash dividends on its Common Stock
and, for the immediate future, intends to retain earnings,
if any, to finance its business.
By Order of the Board of
Directors,
David Selengut
Secretary
Dated: December 29, 1995
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
A copy of the Company's Annual Report on Form 10-
KSB for the fiscal year ended December 31, 1994 filed with
the Securities and Exchange Commission may be obtained
without charge (except for exhibits to such annual report,
which will be furnished upon payment of the Company's
reasonable expenses in furnishing such exhibits) by any such
person solicited hereunder by writing to: Henry Lam,
Creative Technologies Corp., 170 53rd Street, Brooklyn, New
York 11232.
Appendix 2
[FORM 10-QSB FOR SEPTEMBER 30, 1995 QUARTER TO BE SUPPLIED
WITH DEFINITIVE FILING]
PROXY
This Proxy is Solicited
on behalf of the Board of Directors
CREATIVE TECHNOLOGIES CORP.
170 53RD STREET
BROOKLYN, NEW YORK 11232
The Undersigned hereby appoints David Selengut and Henry Lam
as Proxies, each with the power to appoint his or her
substitute and hereby authorizes them to represent and to
vote, as designated below, all the shares of the Common
Stock of Creative Technologies Corp. held of record by the
undersigned on December 12, 1995 at the Special meeting of
Shareholders to be held on January 26, 1996 or any
adjournment thereof.
1. Proposal to ratify and approve the issuance by the
Company of up to 4,000,000 shares of Common Stock of the
Company in a proposed private placement which will result in
the issuance of more than 20% of the Company's Common Stock
for less than the market value of the stock.
FOR _____ AGAINST _____ ABSTAIN _____
This proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder. If
no direction is made, this proxy will be voted for Proposal
1.
Please sign exactly as name appears below. When
shares are held by joint tenants, both should sign.
Signature
Signature if held jointly
When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a
corporation, please sign full corporate name by president or
other authorized officer. If a partnership, please sign in
partnership name by authorized person.
