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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) 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:
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<S> <C>
[X] Preliminary Information Statement [ ] Confidential, for Use of
[ ] Definitive Information Statement the Commission Only (as
permitted by Rule 14c-5(d)(2))
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RMS TITANIC, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Information 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 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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RMS TITANIC, INC.
17 Battery Place
New York, New York 10004
INFORMATION STATEMENT
This Information Statement is being mailed to the shareholders of RMS
Titanic, Inc. (the "Company") commencing on or about July 14, 1997 in connection
with the previous adoption of a resolution upon written consent of a majority
of the shareholders of the Company on May 1, 1997 removing John Duffy, William
S. Gasparrini, Robert A. Slavitt and Nicholas Vitti as directors of the Company,
as authorized by the laws of the State of Florida and the Bylaws of the
Company. Accordingly, all necessary shareholder approvals in connection with
this action have been obtained, and this notification is furnished to you soley
for the purpose of informing shareholders, in the manner required under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of this
action. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
The record date for determining shareholders entitled to receive this
Information Statement has been established as the close of business on May 1,
1997. On that date, the Company had outstanding and entitled to vote
16,192,119 shares of Common Stock. The holder of each share of Common Stock is
entitled to one vote. On May 1, 1997 holders of 8,852,796 shares of Common
Stock (or about 54.7% percent of the total entitled to vote on the matter
enumerated herein) executed and delivered to the Company written consents to
the action described above (the "Written Consent"). As a result, the
shareholder action was approved by the majority required by law and no further
votes will be needed. The action which is the subject of the Written Consent
will be effective upon the expiration of the twenty day calendar period
following the mailing of this Information Statement to the Company's
stockholders.
OTHER INFORMATION
The following table sets forth certain information at May 1, 1997 with
respect to (i) those persons known by the Company to be the owners of more than
5% of the Company's Common Stock, (ii) the ownership of the Company's Common
Stock by each director, and (iii) the ownership of the Company's Common Stock
by all executive officers and directors of the Company as a Group. Except as
otherwise indicated, each of the stockholders named below has sole voting and
investment power with respect to the Shares of Common Stock beneficially owned
by him:
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NATURE OF AMOUNT OF
NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS
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Titanic Ventures Limited Partnership
204 Old Post Road Principal
Southport, Connecticut 06490 Shareholder 5,871,667(1)(2)(3) 36.3%
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William S. Gasparrini Principal
23 Oak Street Shareholder,
Greenwich, Connecticut 06830 Chairman of the
Board 2,044,630(2)(3) 12.6%
Arnie Geller Principal
720 Spring Street NW Shareholder
Atlanta, GA 30308 1,600,000 9.9%
George Tulloch Principal
c/o RMS Titanic, Inc. Shareholder,
17 Battery Place Officer,
New York, New York 10004 Director 81,309(2)(3)(5) 0.5%
John G. Duffy
415 Crestwood Avenue
Crestwood, New York 10707 Director 37,716 0.2%
Robert A. Slavitt
618 Putnam Avenue
Norwalk, Connecticut 06850 Director 20,047(6) 0.1%
Nicholas Vitti
4 Kristy Drive
Bethel, Connecticut 06831 Director 12,500 0.0%
All Officers and Directors
as a group of five (5)
persons 8,067,869(7) 49.9%
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(1) George Tulloch is the President and sole shareholder of Oceanic
Research and Exploration Limited, a Delaware corporation which serves as the
General Partner of Titanic Ventures Limited Partnership ("TVLP"); William
Gasparrini is a limited partner of TVLP. The General Partner of TVLP has the
right to vote the shares of the Company without the consent of the Limited
Partners of TVLP, and may dispose of the shares of the Company upon the consent
of the Limited Partners of TVLP.
(2) Represents shares over which TVLP and Mr. Tulloch, as President of
ORE, exercise voting control. ORE has agreed to deliver 1,289,500 of such
shares to certain limited partners of TVLP, representing their respective
interest in shares of the Company owned by TVLP (the "Distribution Shares"),
less a total of 87,388 shares which have been retained from their interests for
the payment of their pro-rata share of TVLP'S expenses. The Distribution
Shares are subject to a written proxy granting Mr. Tulloch the right to vote
such shares until June 17, 1999, with such proxies to terminate upon the public
market sale of such shares. As adjusted for delivery of the Distribution
Shares, TVLP has the power to dispose of 4,582,167 shares of the Company,
representing 28.3% of the outstanding Common Stock of the Company. By letter
agreement dated June 12, 1996 Mr. Tulloch had previously agreed, subject to the
fulfillment of certain conditions, to distribute eighty (80%) percent of each
limited partner's interest in the
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shares of the Company owned by TVLP, subject to the execution of proxies by the
limited partners granting to the General Partner voting power over such shares
until May 31, 1997, with such proxies to terminate upon the public market sale
of such shares. Mr. Tulloch and the General Partner believe that such letter
agreement is not enforceable on the basis of a number of grounds, including but
not limited to fraudulent inducement, repudiation and the absence of
consideration, and accordingly will not distribute shares of the Company owned
by TVLP to the limited partners of TVLP in accordance with the terms thereof.
Mr. Gasparrini claims that such June 12, 1996 letter agreement is valid and
enforceable, and has also claimed that a certain document dated April 21, 1995,
pursuant to which Mr, Tulloch allegedly agreed to distribute each limited
partner's interest in the shares of tht Company owned by TVLP and immediately
granted each limited partner the right to vote the shares of the Company's
Common Stock owned by TVLP in proportion to their partnership interests, is
enforceable. Mr. Gasparrini has threatened to commence legal proceedings
against Mr. Tulloch and ORE in order to enforce his rights under the June 12,
1996 letter agreement and the purported April 21, 1995 agreement. Mr. Tulloch
denies that he or ORE entered into any such April 21, 1995 agreement or that
such alleged agreement was or is valid, and intends to vigorously defend any
actions that may by instituted by Mr. Gasparrini with respect to the June 12,
1996 letter agreement or the purported April 21, 1995 agreement.
(3) In the event that Mr. Gasparrini successfully enforces the alleged
obligation of ORE to distribute the shares pursuant to the June 12, 1996 letter
agreement or the purported April 12, 1995 agreement, as referenced in footnote
(2), Mr. Gasparrini will receive distribution of a maximum of 1,912,288 shares
of the Company owned by TVLP (as may be decreased for payment of TVLP's
liabilities), and Mr. Tulloch, through his ownership of ORE, will receive
distribution of a maximum of 511,152 shares of the Company owned by TVLP (as
may be decreased for payment of TVLP's liabilities). In the event of the
distribution of such TVLP shares, Mr. Gasparrini would have the power to vote
and dispose of a maximum of 24.4% of the outstanding Common Stock of the
Company, Mr. Tulloch, through his ownership of ORE and exclusive of the Shares
he individually owns (see footnote (5) below), would have the right to vote a
maximum of 11.1% of the outstanding Common Stock of the Company (including the
Distribution Shares), and Mr. Tulloch would have the right to dispose of a
maximum of 3.2% of the Company.
(4) Does not include any shares that may be issued to Mr. Gasparrini
upon distribution of the shares of Common Stock registered in the name of TVLP,
of which Mr. Gasparrini is a limited partner.
(5) Does not include any shares that may be issued upon distribution of
the shares of Common Stock registered in the name ofTVLP, of which Mr. Tulloch
is the President and sole shareholder of the General Partner.
(6) Does not include approximately 144,000 shares that may be issued
upon distribution of the shares of Common Stock registered in the name of TVLP
to which Mr. Slavitt claims to have a beneficial interest through a limited
partner of TVLP.
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(7) Includes shares beneficially owned by TVLP. See footnote (1) above.
In the event that Mr. Gasparrini successfully enforces the alleged obligation
of Mr. Tulloch to distribute the shares pursuant to the June 12, 1996 letter
agreement or the purported April 12, 1995 agreement, all officers and directors
would have the right to dispose of 4,619,642 shares, respresenting 28.5% of the
Company's Common Stock, and would have the right to vote 5,909,142 shares,
representing 36.5% of the Company's Common Stock. See footnotes (2), (3) and
(6).
The foregoing table does not include options and warrants granted to
entities and individuals who are not executive officers or directors of the
Company to purchase 830,000 shares of Common Stock, including 250,000 shares
issuable upon the exercise of warrants granted subsequent to February 28, 1997.
Dated: New York, New York
July 3,1997
RMS TITANIC, INC.
By: /s/ George Tulloch
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George Tulloch , President and
Principal Executive Officer
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