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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
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<S> <C> <C>
[ ] Preliminary information statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive information statement
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Zanart Entertainment Incorporated
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 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:
[X] 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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ZANART ENTERTAINMENT INCORPORATED
3333 WEST COMMERCIAL BLVD.
SUITE 105
FORT LAUDERDALE, FLORIDA 33309
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
This Information Statement has been filed with the Securities and Exchange
Commission (the "SEC") and transmitted on or about September 13, 1996 to the
holders of record on September 12, 1996 (the "Record Date") of shares of common
stock, par value $.0001 per share (the "Common Stock"), of Zanart Entertainment
Incorporated, a Florida corporation (the "Company"). This Information
Statement is being furnished pursuant to Section 14(c) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the
following action which is being submitted to the Company's shareholders for
approval by written consent in lieu of a meeting pursuant to the Florida
Business Corporation Act to approve an amendment to the Company's Articles of
Incorporation to change the Company's corporate name to "Continucare
Corporation".
VOTING SECURITIES
This Information Statement is being mailed on or about September 13, 1996
to all shareholders of record as of the Record Date.
As of the Record Date, there were issued and outstanding 11,202,983 shares
of Common Stock, the only class of voting securities of the Company. Each
share of Common Stock entitles its holder to one vote.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date with
respect to the beneficial ownership of the Company's Common Stock by (i) each
shareholder of the Company who is a beneficial owner of more than 5% of the
Company's outstanding Common Stock; (ii) each person who is a director of the
Company; (iii) each person who is an executive officer of the Company; and (iv)
all directors and executive offices of the Company as a group.
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NAME & ADDRESS AMOUNT & NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) COMMON STOCK
- -------------------- ------------------------- ------------
Charles M. Fernandez 1,666,667 14.3%
Arthur Goldberg 1,000,000 8.6%
Dr. Phillip Frost 1,533,333(2) 13.2%
Michael C. Piercey 0 0
Richard B. Frost 355,000 3.0%
Mark J. Hanna 350,000 3.0%
Frost Nevada Limited
Partnership 1,533,333(2) 13.2%
Douglas Miller 1,666,667 14.3%
Barry Goldstein 1,666,667 14.3%
All directors and executive
officers as a group
(6 persons) 7,533,334 64.7%
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(1) For purposes of this table, beneficial ownership is computed pursuant to
Rule 13d-3 under the Exchange Act; the inclusion of shares as beneficially
owned should not be construed as an admission that such shares are
beneficially owned for purposes of the Exchange Act. Under the rules of
the Securities and Exchange Commission, a person is deemed to be a
"beneficial owner" of a security he or she has or shares the power to vote
or direct the voting of such security or the power to dispose of or direct
the disposition of such security. Accordingly, more than one person may
be deemed to be a beneficial owner of the same security.
(2) All of the shares owned of record by Frost Nevada Limited Partnership are
owned beneficially by Dr. Phillip Frost.
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CHANGE IN CONTROL AND LINE OF BUSINESS
On August 9, 1996, the Company signed a definitive Agreement and Plan of
Merger (the "Merger Agreement") with Zanart Subsidiary, Inc. ("ZSI"), a
wholly-owned subsidiary of the Company, and Continucare Corporation, a Florida
corporation ("Continucare"). The Merger Agreement provides for the merger of
ZSI with and into Continucare. Upon the consummation of the Merger which
occurred on September 11, 1996 (the "Closing Date") and pursuant to the terms
of the Merger Agreement, (i) each issued and outstanding share of common stock
of Continucare converted into one share of common stock of the Company, the
separate existence of ZSI terminated and Continucare became a wholly-owned
subsidiary of the Company, (ii) the Company has agreed to sell or otherwise
dispose of its assets (other than cash) and discharge all liabilities relating
to the Company's existing licensing business and (iii) the Company's Board of
Directors and management became comprised of designees of Continucare. See the
"Security Ownership of Certain Beneficial Owners and Management" table set
forth above for certain information concerning the ownership of the new
management, directors and 5% holders of the Company subsequent to the
aforementioned description of the Company's change in control. The following
individuals no longer serve the Company in either an executive management or
directorial capacity: Thomas Zotos, Robert A. Stein, Steve Adelman, Jacqueline
Simkin and Todd Slayton.
CHANGE OF CORPORATE NAME
The Board of Directors of the Company has unanimously adopted a resolution
setting forth an amendment to Article I of the Company's Articles of
Incorporation. Once approved by a majority of the Company's shareholders, the
amendment will be effective when filed with the Department of State of Florida
and will amend Article I of the Company's Articles of Incorporation to read as
follows:
"The name of the corporation shall be Continucare Corporation (the
"Corporation")".
This proposed name change reflects the above-described change in control and
change in line of business of the Company.
Upon shareholder approval of the change in Company name, the trading
symbols for the Common Stock on the American Stock Exchange will not be
changed. Stock certificates representing the Company's Common Stock issued
prior to the effective date of the change in corporate name to "Continucare
Corporation" will continue to represent the same number of shares, remain
authentic and will not be required to be returned to the Company or its
transfer agent for reissuance. New stock certificates issued upon transfer of
shares of Common Stock after the name change will bear the name "Continucare
Corporation". Delivery of existing stock certificates will continue to be
accepted in a sale transaction made by a shareholder after the corporate name
is changed.
The Company's cost of effecting the name change will not be material. The
public announcement of the change of the corporate name will consist
principally of announcements placed in the business and financial press.
The affirmative vote of the holders of a majority of the shares of Common
Stock in the form of a written consent will be required for approval of the
change of the Company's corporate name to "Continucare Corporation".
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