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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission only (as permitted by
Rule14c-5(d)(2))
/x/ Definitive Information Statement
RMS TITANIC, INC.
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
/ / Exchange Act Rule 0-11(c)(1)(ii), or 14c-5(g).
/ / 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:
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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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 April 22, 1999 in
connection with the previous adoption of a resolution upon written consent of a
majority of the shareholders of the Company on August 22, 1997, in lieu of an
annual meeting, electing George Tulloch, Allan H. Carlin, Arnie Geller, G.
Michael Harris and Kurt Hothorn directors of the Company. Accordingly, all
necessary shareholder approvals in connection with this action have been
obtained, and this notification is furnished to you solely 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 August
29, 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 August 29, 1997, holders of 8,609,571 shares of Common
Stock (or 53.2% 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.
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ELECTION OF DIRECTORS
Directors hold office until the next annual shareholders' meeting or
until their successors have been duly elected and qualified. By written consent
of a majority of shareholders dated August 29, 1997, in lieu of an annual
meeting, George Tulloch, Allan H. Carlin, Arnie Geller, G. Michael Harris and
Kurt Hothorn were elected as directors of the Company. This action will become
effective twenty (20) days after the mailing to shareholders of this Information
Statement.
Information regarding the current directors and executive officers,
nominees for election of directors and significant employees of the Company
appears below. Information regarding ownership of the Company's Common Stock by
the directors and executive officers of the Company is set forth under "Security
Ownership of Certain Beneficial Owners and Management" below.
Name Age Position
George H. Tulloch 54 President, Director and
Acting Chief Financial Officer
Allan H. Carlin 48 Nominee as Director
Arnie Geller 58 Nominee as Director
G. Michael Harris 34 Nominee as Director
Kurt Hothorn 55 Nominee as Director
George H. Tulloch has been a director of the Company since May 1993
and has been President of the Company since May 1995. From May 1993 to May
1995, Mr. Tulloch served as Chairman of the Board of Directors of the Company
and as its Executive Director of Corporate Public Relations. Mr. Tulloch also
served as the Company's Chief Financial Officer in May and June, 1995, and has
served as its Acting Chief Financial Officer since September 1997. After the
RMS Titanic's discovery in 1985, he successfully negotiated a recovery contract
with the ship's co-discoverer, IFREMER, France's National Oceanographic
Institute. In 1987, he organized Titanic Ventures Limited Partnership, a
Connecticut limited partnership, as the financial structure for this effort and
is the President of its general partner, Oceanic Research and Exploration Ltd.,
a Delaware corporation. Mr. Tulloch's background includes having founded
Competition & Sports Cars, Ltd. in Greenwich, Connecticut in 1969, building its
sales volume into the largest BMW agency in the United States.
Allan H. Carlin, has served as general counsel and Secretary to the
Company since May 1993 to the present, and assists Mr. Tulloch in all phases of
the Company's operations, including serving as the principal negotiator of the
Company's business transactions. Mr. Carlin is an attorney admitted to practice
in the State of New York, and maintains an office for the practice of law in New
York, NY.
Arnie Geller served as President and as a director of the Company from
May 1993 to May 1995. Prior to joining the Company, Mr. Geller had principally
been engaged in various executive
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capacities in the record industry for approximately 27 years. Mr. Geller is
presently a self-employed corporate consultant.
G. Michael Harris is a promoter and agent of entertainment programs and
events and is the principal of Worldwide Licensing and Merchandising, Inc., a
privately-held company involved in the presentation of an exhibition having a
Titanic theme, but which does not include any artifacts recovered from the
wreck site of the Titanic.
Kurt Hothorn is a limited partner of TVLP, trades securities for his
own account, and is a principal in a closely-held travel business that
specializes in arrangements for incentive programs, conferences and meetings.
No family relationship exists between or among any of the nominees and
executive officers of the Company. Except as disclosed above, none of the
nominees are directors of any other company having a class of equity securities
registered under or required to file periodic reports pursuant to the Securities
Exchange Act of 1934, as amended, or any company registered as an investment
company under the Investment Company Act of 1940, as amended.
Pursuant to a Voting Agreement dated August 22, 1997 (the "Voting
Agreement") among Messrs. Carlin, Geller, Harris, Hothorn, Geller and certain
third parties, including Mr. Carlin's spouse and Mr. Hothorn's spouse, all of
such individuals have agreed, until August 31, 1999, to vote their shares of
Common Stock of the Company in favor of the election of George Tulloch, Allan H.
Carlin, Arnie Geller, G. Michael Harris and Kurt Hothorn as directors of the
Company. The Voting Agreement places certain restrictions on such persons' right
to transfer shares of Common Stock subject to the Voting Agreement.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors, consisting of George Tulloch held three (3)
meetings during the fiscal year ended February 28, 1999, with Messrs. Carlin,
Geller, Harris and Hothorn participating in such meetings on an informal basis.
At the present time, the Company has no nominating, executive, audit or
compensation committees.
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EXECUTIVE COMPENSATION
The following table sets forth a summary of compensation paid or
accrued to the executive officers of the Company for the fiscal years ended
February 29, 1996, February 28, 1997 and February 28, 1998:
<TABLE>
<CAPTION>
Long-Term
Compensation
Common
Name Other Shares
and Year Annual Subject to
Principal Ended February Compen- Options
Position 28th(29th) Salary sation Granted
- -------------------------- -------------- -------- ------- ------------
<S> <C> <C> <C> <C>
George Tulloch(1)
President and Former Chief
Financial Officer; Former
Executive Director of
Corporate Public 1998 $120,000 -0- -0-
Relations
1997 $120,000 -0- -0-
1996 $120,000 -0- -0-
Arnie Geller(1) 1998 -0- -0- -0-
Former President
and Former Chief 1997 $ -0- -0- -0-
Financial Officer
1996 $41,667 -0- -0-
</TABLE>
- ------------
The foregoing compensation accrued for Mr. Tulloch is based upon an
annual salary of $120,000. On May 8, 1995, Mr. Tulloch was named President of
the Company. Mr. Tulloch's employment agreement, including stock options granted
thereunder, was terminated effective January 31, 1995. The foregoing amounts
reflected for Mr. Geller are adjusted to give retroactive effect to the
termination of his employment agreement, effective January 31, 1995, as a result
of which an aggregate of $387,691 of accrued compensation was waived by Mr.
Geller for 1995 and 1994 and stock options granted thereunder were cancelled.
The foregoing compensation accrued for Mr. Geller is based upon an annual salary
of $250,000 commencing May 4, 1993 and ceasing on April 21, 1995, the date of
his resignation as President of the Company, no portion of which has been paid
to date. Mr. Geller has agreed that his accrued compensation would be paid at
the discretion of the Board of Directors when the Company has sufficient income
to pay its creditors.
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Stock Options
No stock options were granted to the executive officers of the Company
during the fiscal year ended February 28, 1998.
Option Exercises and Holdings
None of the executive officers of the Company exercised any stock
options during the fiscal year ended February 28, 1998.
Compensation of Directors
The Company does not have any arrangements for compensating directors
for services rendered as a director. No compensation has been paid to any
individual for services rendered as a director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 29, 1999
with respect to (i) those persons known by the Company to be the owners of
more than 5% of the Company's Common Stock and (ii) the ownership of the
Company's Common Stock by each director and nominees as directors; and (iii)
the ownership of the Company's Common Stock by all executive officers and
directors of the Company as a Group:
<TABLE>
<CAPTION>
Nature of Amount of Percentage
Name and Address Ownership Beneficial Ownership of Class
---------------- ------------ -------------------- ----------
<S> <C> <C> <C>
Titanic Ventures Limited Partnership
204 Old Post Road Principal
Southport, Connecticut 06490 Shareholder 5,721,667(1)(2)(3) 35.3%
William S. Gasparrini Principal
23 Oak Street Shareholder,
Greenwich, Connecticut 06830 2,044,630(2)(3)(4) 12.6%
Arnie Geller Principal
720 Spring Street NW Shareholder
Atlanta, GA 30308 1,840,000(5) 11.3%
George Tulloch Principal
c/o RMS Titanic, Inc. Shareholder,
17 Battery Place Officer,
New York, New York 10004 Director 81,309(1)(2)(3)(6) 0.5%
Allan H. Carlin Director 500,000(7) 3.0%
239 East 79th Street Nominee
New York, NY 10021
</TABLE>
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<TABLE>
<S> <C> <C> <C>
G. Michael Harris Director 125,000 0.8%
16 Winston Drive Nominee
Belleair, FL 34616
Kurt Hothorn Director 21,544(8) 0.1%
160 Mead Avenue Nominee
Greenwich, CT 06830
All Officers and Directors
as a group of five (5)
persons 8,289,520(9) 49.7%
</TABLE>
(1) George Tulloch is the President and sole shareholder of Oceanic
Research and Exploration Limited ("ORE"), 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, and includes 1,052,112 shares that ORE has
distributed to certain limited partners of TVLP, representing their respective
interest in shares of the Company owned by TVLP (the "Distribution Shares");
also includes 87,388 shares which have been retained for the payment of the
pro-rata share of TVLP's expenses allocable to the limited partners who
received the Distribution shares. 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 4,669,555 shares of the Company, representing 28.8% 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 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 the 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 commenced legal
proceedings against Mr. Tulloch, ORE and TVLP in the Superior Court of
Connecticut, Judicial District of Stamford/Norwalk in order to enforce
his rights under the
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June 12, 1996 letter agreement and the purported April 21, 1995 agreement. Mr.
Tulloch, on behalf of ORE and TVLP, believes that there are meritorious defenses
to these claims and intends to defend their position vigorously.
(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 21, 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 9.7% 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) Includes 240,000 shares as to which Mr. Geller has been granted an
irrevocable proxy to vote such shares until the sale thereof.
(6) Does not include any shares that may be issued upon distribution of the
shares of Common Stock registered in the name of TVLP, of which Mr. Tulloch is
the President and sole shareholder of the General Partner.
(7) Represents options which are currently exercisable; does not include
197,500 shares registered in the name of Mr. Carlin's spouse, as to which Mr.
Carlin disclaims beneficial ownership.
(8) Represents shares jointly owned with Mr. Hothorn's spouse. Voting power
with respect to such shares has been granted to George Tulloch until June 17,
1999 pursuant to a written proxy, which proxy is subject to termination upon the
public market sale of such shares. See footnote (2) above. Except as set forth
above, Mr. Hothorn and his spouse jointly share voting and dispositive power
over such shares.
(9) Includes shares beneficially owned by TVLP (see footnote (1) above) and
shares held by nominees for directors. 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
21, 1995 agreement, all officers and directors would have the right to dispose
of 2,839,005 shares, representing 17.0% of the Company's Common Stock, and
would have the right to vote 4,131,117 shares, representing 24.7% of the
Company's Common Stock. See footnotes (2), (3) and (6).
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The foregoing table does not include options and warrants granted to
entities and individuals who are not executive officers, directors or nominees
for directors of the Company to purchase 330,000 shares of Common Stock.
SECTION 16A BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's outstanding shares of Common Stock, to file with the
Securities and Exchange Commission (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock. Such persons are required by
SEC regulation to furnish the Company with copies of all such reports that they
file. To the Company's knowledge, based solely upon a review of Forms 3, 4 and
5, and amendments thereto, furnished to the Company during the fiscal year ended
February 28, 1999, the Company is unaware of any officer, director or beneficial
owner of more than 10% of the Company's Common Stock who failed to file reports
required by Section 16 of the Securities Exchange Act of 1934.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A limited partner of TVLP, Taurus International ("Taurus") has provided
services to TVLP as an agent of TVLP in France. These services have included
securing legal representation, insurance coverage, storage facilities and other
relationships required to maintain the Company's Titanic artifacts while
preservation work was performed in France by EDF. TVLP was charged fees for
providing these services amounting to approximately $127,000 from inception of
the Company through February 28, 1997. Accounts payable to Taurus amounted to
$37,600 as of February 28, 1997. The amount was forgiven by Taurus during the
year ended February 28, 1998.
ANNUAL REPORT
The Annual Report to stockholders concerning the operations of the
Company for the year ended February 28, 1998, including financial statements,
accompanies this Information Statement.
Dated: New York, New York
April 19, 1999
RMS TITANIC, INC.
By: /s/ George Tulloch
------------------------------------
George Tulloch, President and Principal
Executive Officer
