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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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
MPTV, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / 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:
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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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/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:
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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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MPTV, INC.
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To The Stockholders:
The Board of Directors of MPTV, Inc., a Nevada corporation (the
"Company") is hereby seeking the approval of stockholders for a proposed
amendment to the Company's Articles of Incorporation by the solicitation of
written consents in lieu of a meeting of stockholders. No meeting of
stockholders is being held in connection with this consent solicitation.
In this consent solicitation, the stockholders are being asked to
approve a proposed amendment of the Company's Articles of Incorporation to
increase the number of authorized shares of Common Stock from 100,000,000 to
200,000,000 and ratify issuances of Common Stock in excess of the original
authorized share limit of 50,000,000 shares. The Board of Directors unanimously
recommends that stockholders vote FOR the amendment authorizing the increase.
The Consent Solicitation Statement on the following pages describes the
matters being presented to the stockholders in this consent solicitation.
The Board of Directors hopes that you will have your stock represented
by signing, dating and returning your consent in the enclosed envelope as
soon as possible. If you submit a properly executed consent within sixty (60)
days of the delivery of the first dated consent delivered to the Company (as
such date may be extended by the Board of Directors), your stock will be
voted in favor of the proposed amendment. Any other action by you will have the
practical effect of voting against the proposed amendment.
JAMES C. VELLEMA
Chairman
November __, 1996
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MPTV, INC.
3 Civic Plaza, Suite 210
Newport Beach, California 92660
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CONSENT SOLICITATION STATEMENT
November __, 1996
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GENERAL INFORMATION
INFORMATION REGARDING CONSENTS
This Consent Solicitation Statement is furnished in connection with the
solicitation of stockholder consents by the Board of Directors of MPTV, Inc.,
a Nevada corporation (the "Company"), in lieu of a meeting of stockholders,
in connection with a proposed amendment to the Company's Articles of
Incorporation (the "Consent Solicitation"). Only stockholders of record at the
close of business on October 1, 1996 (the "Record Date") will be entitled to
submit a consent. It is anticipated that this Proxy Statement and
accompanying consent will first be mailed to stockholders on or about
November __, 1996.
The Company is incorporated in the State of Nevada and is therefore
subject to Title 7 of the Nevada Revised Statutes (the "NRS"). Section 78.320
of the NRS permits the stockholders of the Company to take action without a
meeting if consents in writing, setting forth the action so taken, are signed
by stockholders holding at least a majority of the voting power of the
Company. The Board of Directors has determined that the minimum necessary
votes must be received by the Company within 60 days of the date of the first
such written consent; however, such date may be extended by the Board of
Directors in its sole discretion. Accordingly, if within 60 days following
its receipt of the first written consent approving the proposed amendment
(unless such period is extended), the Company receives executed consents
approving the proposed amendment from the holders of a majority of the issued
and outstanding shares of Common Stock, and those consents have not been
revoked, the stockholders will be deemed to have approved the proposed
amendment. The Company intends to amend its Articles of Incorporation as soon
as practicable following the receipt of the necessary consents.
All written consents received by the Company, regardless of when dated,
will expire unless valid, written, unrevoked consents constituting the
necessary vote for approval of the proposed amendment are received by the
Company within 60 days of the date of the first such consent (unless such
period is extended by the Board of Directors). A consent executed by a
stockholder may be revoked at any time provided that a written, dated
revocation is executed and delivered to the Company on or prior to the time
at which the Company receives written consents sufficient to approve the
proposed amendment. A revocation may be in any written form validly signed by
the stockholder as long as it clearly states that the consent previously
given is no longer effective. The revocation should be sent to Hurley C.
Reed, President and Chief Operating Officer, MPTV, Inc., 3 Civic Plaza, Suite
210, Newport Beach, California 92660.
The costs of solicitation of consents will be paid by the Company. In
addition to soliciting consents by mail, the Company's officers, directors
and other regular employees, without additional compensation, may solicit
consents personally or by other appropriate means. Banks, brokers,
fiduciaries and other custodians and nominees who forward consent soliciting
material to their principals will be reimbursed their customary and
reasonable out-of-pocket expenses.
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RECORD DATE AND VOTING RIGHTS
Only stockholders of record of the Company's Common Stock as of the
close of business on September 23, 1996 (the "Record Date") will be entitled
to submit a consent on the accompanying form. On that date, there were
listed as outstanding 99,821,911 shares of Common Stock. Each share of Common
Stock is entitled to one vote in the Consent Solicitation. Consents
evidencing a majority of the shares entitled to vote are required in order to
approve the proposed amendment being submitted to the stockholders of the
Company for approval in the Consent Solicitation. To be counted toward the
majority required for approval of the proposed amendment, a consent must be
delivered to the Company within 60 days of the delivery of the first dated
consent (unless such period is extended by the Board of Directors).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of September 23,
1996, relating to the beneficial ownership of the Company's Common Stock by
(i) all persons known by the Company to beneficially own more than 5% of the
outstanding shares, (ii) each director of the Company, and (iii) all
executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Number of Shares Percent
NAME(1) Beneficially Owned of Class
------- ------------------ --------
<S> <C> <C>
Reinhold Pfahler 9,130,000 9.1%
Harlan Erickson 9,037,263 9.0%
Kenneth Oberlin 8,916,000 8.9%
Transworld Tool & Electronic Corp. 7,100,000 7.1%
Walter Havekorst 6,080,000 6.1%
James C. Vellema and 3,910,870(2) 3.9%
Kathryn M. Vellema,
joint tenants
Hurley C. Reed 50,000(3) *
Raymond Rasmussen 532,000(4) *
All Directors and executive 4,492,870(2)(3)(4) 4.5%
officers as a group
(three persons)
</TABLE>
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* Less than one percent.
(1) Unless otherwise indicated, the address of each of the persons listed above
is c/o MPTV, Inc., 3 Civic Plaza, Suite 210, Newport Beach, California
92660.
(2) Includes options to purchase 150,000 shares, all of which are exercisable
within 60 days of September 23, 1996.
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(3) Comprised of options to purchase 50,000 shares, all of which are
exercisable within 60 days of September 23, 1996.
(4) Includes options to purchase 525,000 shares, all of which are exercisable
within 60 days of September 23, 1996.
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PROPOSAL - APPROVAL OF AMENDMENT TO ARTICLES OF
INCORPORATION FOR INCREASE IN
AUTHORIZED NUMBER OF SHARES
GENERAL
The Company's Board of Directors has unanimously approved a resolution
to amend the Company's Articles of Incorporation to increase the authorized
shares of Common Stock from 100,000,000 to 200,000,000, and to ratify
issuances of Common Stock in excess of the original authorized share limit of
50,000,000. The increase of authorized shares of Common Stock will be
effected by an amendment to the Company's Articles of Incorporation, and such
increase will become effective upon the filing of a Certificate of Amendment
of Articles of Incorporation with the Secretary of State of the State of
Nevada in the form of Exhibit "A" in this Consent Solicitation Statement.
REASONS FOR INCREASE OF AUTHORIZED SHARES
The Company's Articles of Incorporation currently authorize 100,000,000
shares of Common Stock. However, the Company's records indicate that an
aggregate of _________ shares are listed as issued and outstanding as of the
date of this Consent Solicitation Statement. The issuance of a number of
shares in excess of the total currently authorized was due primarily to the
Company's issuance, subsequent to December 31, 1995, of a significant number
of shares of Common Stock for cash and services rendered. Management became
aware in May 1996 that these issuances caused the total number of issued and
outstanding shares of Common Stock to exceed the 50,000,000 shares then
authorized in its Articles of Incorporation. The Company's Board of Directors
immediately approved an increase in the number of authorized shares to
100,000,000, and received consents approving such increase from holders of in
excess of a majority of the then-outstanding shares of Common Stock. The
Company subsequently filed an amendment to its Articles of Incorporation
effecting such increase.
Management has subsequently determined that the above-referenced
increase was not sufficient to provide the Company with the required ability
to raise capital or compensate consultants and employees for services
rendered to the Company. Accordingly, the Board of Directors determined that
it would be in the best interests of the Company to increase the number of
authorized shares of Common Stock to 200,000,000. Approval of this Proposal
will increase the number of shares of Common Stock available for issuance by
the Company to such 200,000,000 limit.
The Company believes that having such additional shares available for
issuance will enable the Company to take prompt action on such corporate
opportunities as may materialize in the future, if the Board of Directors of
the Company deems such issuance to be in the best interest of the Company.
The disadvantage of such increase is that any additional issuances of Common
Stock will dilute the percentage of the Company owned by existing
stockholders. The additional California and Nevada franchise tax with
respect to the additional shares is minimal.
The Company is also requesting ratification of the issuance of shares of
Common Stock issued above the original limit of 50,000,000 shares. The filing
of the first amendment to the Company's Articles of Incorporation referenced
above occurred subsequent to the issuance of certain of the excess shares. In
addition, the Company has recently issued shares of Common Stock in excess of
the currently authorized number of shares. Nevada corporate law indicates
that an increase in the authorized shares of a corporation does not become
effective until the filing of a Certificate of Amendment to the Articles of
Incorporation; therefore, the issuances of Common Stock in excess of the
number authorized would not be effective. As
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the Company has already received the benefit of the consideration paid for the
Common Stock so issued, management believes that it is in the best interest of
the stockholders and the Company to ensure that such Common Stock is validly
issued and outstanding.
RECOMMENDATION AND VOTE
The Proposal must be approved by holders of a majority of the Company's
outstanding shares of Common Stock entitled to vote in the Consent
Solicitation.
The Board recommends that the stockholders vote FOR approval of an
increase to the authorized number of shares and an amendment to the Articles
of Incorporation which provides for an increase for the authorized number of
shares of 100,000,000 to 200,000,000 shares of Common Stock reserved for
issuance, and the ratification of the issuances of Common Stock in excess of
the original 50,000,000 authorized share limit.
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ANNUAL REPORT ON FORM 10-KSB
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 1995, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(INCLUDING EXHIBITS) MAY BE OBTAINED BY STOCKHOLDERS WITHOUT CHARGE BY
WRITING TO: MPTV, INC., 3 CIVIC PLAZA, SUITE 210, NEWPORT BEACH, CALIFORNIA
92660, ATTENTION: CORPORATE SECRETARY.
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EXHIBIT A
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(AFTER ISSUANCE OF SHARES)
OF
MPTV, INC.,
A NEVADA CORPORATION
I, Hurley C. Reed, the President and Secretary of MPTV, INC., do hereby
certify:
That the Board of Directors of said corporation by unanimous written
consent dated as of September 1, 1996, adopted a resolution to amend the
original articles as follows:
Article VI is hereby amended to read, in its entirety, as follows:
"ARTICLE VI
That amount of total authorized capital stock of this Corporation shall
consist of two hundred million (200,000,000) shares of Common Stock having a
par value of $.05 per share."
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is _____________, and that
the said change(s) and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
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HURLEY C. REED
President and Secretary
Dated: __________, 1996
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STATE OF: California )
) ss
COUNTY OF: Orange )
On _________________, 1996, before me __________________________________,
personally appeared Hurley C. Reed / / personally known to me - OR - / /
proved to me on the basis of satisfactory evidence to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on
the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal,
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Signature of Notary
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[CONSENT - PRELIMINARY COPY]
ACTION BY WRITTEN CONSENT
OF STOCKHOLDERS
OF
MPTV, INC.,
A NEVADA CORPORATION
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THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, being a holder of record of MPTV, Inc., a Nevada
corporation (the "Corporation"), as of the close of business on September __,
1996, hereby takes the following action, with respect to all stock of the
Corporation held by the undersigned, in connection with the solicitation by
the Board of Directors of the Corporation of written consents, pursuant to
Section 78.320 of the Nevada Revised Statutes, to the amendment of the
Articles of Incorporation of the Corporation described in the Company's
Consent Solicitation Statement dated November __, 1996, without a meeting:
(Place an "X" in the appropriate box)
The Board of Directors recommends that
Stockholders CONSENT to the proposed amendment.
CONSENT [ ] CONSENT WITHHELD [ ] ABSTAIN [ ]
If no box is marked with respect to the action described above, the
undersigned will be deemed to have consented to the proposed amendment.
Dated: _________________________, 1996
______________________________________
Signature(s)
Please sign as registered and return
promptly in the enclosed envelope.
Executors, trustees and others
signing in a representative capacity
should include their names and the
capacity in which they sign.
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