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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:
/x/ Preliminary Information Statement
/ / Confidential, for use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/ / Definitive Information Statement
MPTV, Inc.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee:
/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:
____________________________________________________
(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:
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(4) Proposed maximum aggregate value of transaction:
____________________________________________________
(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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(4) Date Filed:
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MPTV, INC.
366 San Miguel Drive, Suite 210
Newport Beach, California 92660
To Our Stockholders:
Our Board of Directors is hereby seeking the approval of MPTV's stockholders
for a one-for-20 reverse stock split, and the subsequent amendment of MPTV's
Articles of Incorporation to increase the number of authorized shares of
common stock to 950,000,000. The Board of Directors is seeking this approval
by the solicitation of written consents. We are not holding a meeting of
stockholders in connection with this consent solicitation.
In this consent solicitation, you are being asked to approve the one-for-20
reverse stock split, which would reduce the authorized and outstanding shares
of MPTV's common stock from 950,000,000 to 47,500,000. You are also being
asked to amend MPTV's Articles of Incorporation to increase the number of
authorized shares of common stock from 47,500,000 (post-split) to 950,000,000.
The number of outstanding shares of common stock would remain unchanged as a
result of this amendment, giving MPTV the opportunity to issue up to
902,500,000 additional shares of common stock. Our Board of Directors
unanimously recommends that you consent to the reverse stock split and the
amendment authorizing the increase.
The Information Statement on the following pages describes the matters being
presented to you in this consent solicitation.
Our 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 ten (10) days of
the delivery of the first dated consent delivered to MPTV (this date may be
extended by our Board of Directors), your stock will be voted in favor of the
proposed reverse stock split and amendment.
March 2, 2000 JAMES C. VELLEMA
Chairman
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MPTV, INC.
366 San Miguel Drive, Suite 210
Newport Beach, California 92660
___________________________
Information Statement
March 2, 2000
___________________________
GENERAL INFORMATION
Information Regarding Consents
This Information Statement is furnished in connection with the solicitation of
stockholder consents by the Board of Directors of MPTV. Our Board is
soliciting these consents in lieu of a meeting of stockholders, in connection
with a proposed one-for-20 reverse stock split of our outstanding common stock
and the proposed amendment of our Articles of Incorporation to increase our
number of authorized shares of our common stock to 950,000,000. Only
stockholders of record at the close of business on our record date of
February 24, 2000 will be entitled to submit a written consent.
We Are Not Asking You for a Proxy and You are Requested Not to Send Us a Proxy.
We are incorporated in the State of Nevada and are therefore subject to
Title 7 of the Nevada Revised Statutes. Section 78.320 of the Nevada Revised
Statutes permits our stockholders to take action without a meeting if the votes
represented by consents in writing, setting forth the action so taken, exceed
the votes represented by written disapprovals of the actions to be so taken.
Our Board of Directors has determined that the votes must be received within
10 days of the date of the first such written consent; however, this date
may be extended by our Board of Directors in its sole discretion. Accordingly,
if within 10 days following our receipt of the first written consent approving
the proposed reverse stock split and amendment (unless the Board extends this
period) we receive executed consents approving these actions from the holders
of a number of shares of our common stock exceeding the number of shares for
which holders have forwarded written disapprovals, you will be deemed to have
approved the proposed reverse stock split and amendment. We intend to amend
our Articles of Incorporation as soon as practicable following our receipt of
the necessary consents.
All written consents that we receive, regardless of when dated, will expire
unless valid, written and unrevoked consents constituting the necessary vote
for approval of the proposed actions are received by us within 10 days from the
date of the first such consent (unless this 10-day period is extended by our
Board of Directors). You may revoke your consent at any time, provided that we
receive a written, signed and dated revocation prior to the time that we
receive written consents sufficient to approve the proposed reverse stock
split and amendment. A revocation may be in any written form validly signed
by you, 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,
MPTV, Inc., 366 San Miguel Drive Civic Plaza, Suite 210, Newport Beach,
California 92660.
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We will pay the costs of soliciting these consents. In addition to soliciting
consents by mail, our 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.
Record Date and Consent Rights
Only our stockholders of record as of the close of business on the record date,
February 24, 2000 will be entitled to submit a consent on the accompanying
form. On that date, there were listed as outstanding 950,000,000 shares of our
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 actions being submitted to
you. To be counted toward the votes required for approval of the proposed
actions, your consent must be delivered to us within 10 days of the delivery
of the first dated consent (unless such period is extended by our Board of
Directors).
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of February 24, 2000,
relating to the beneficial ownership of our common stock by (i) all persons
known by us to beneficially own more than five percent of the outstanding
shares; (ii) each of our directors; and (iii) all of our executive officers
and directors as a group. Unless otherwise indicated, each of the following
individuals has sole vesting and sole investment control with respect to the
shares he beneficially owns. The address of each of these persons is c/o
MPTV, Inc., 366 San Miguel Drive, Suite 210, Newport Beach, California 92660.
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The number of shares owned by each stockholder in the following table was
calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act. Under
Rule 13d-3(d), shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage owned by
each other person listed. The total number of outstanding shares of our common
stock at February 24, 2000 is 950,000,000.
<TABLE>
<CAPTION>
Number of Shares Percent
Name Beneficially Owned of Class
<S> <C> <C>
James C. Vellema and
Kathryn M. Vellema,
Joint tenants 4,428,200 4.7%
Hurley C. Reed 50,000 *
</TABLE>
_________________________________________________
(*)Less than one percent.
Mr. and Mrs. Vellema's ownership includes options to purchase 150,000
shares, all of which are exercisable within 60 days of February 24, 2000.
Mr. Reed's beneficial ownership includes options to purchase 50,000
shares, all of which are exercisable within 60 days of February 24, 2000.
Proposal One - Approval of One-for-20 Reverse Stock Split
General
Our Board of Directors has unanimously approved a resolution providing for a
one-for-20 reverse stock split. This reverse stock split will become effective
upon our receipt of written consents approving the reverse stock split from
holders of a majority of our outstanding shares of common stock. At that time,
without further action by our stockholders, each share of common stock will be
converted into one-twentieth of a share of common stock.
Our Articles of Incorporation currently authorize 950,000,000 shares of common
stock. As of February 24, 2000, an aggregate of 950,000,000 shares were listed
as issued and outstanding.
Reasons for the Reverse Stock Split
Our Board of Directors believes that the current low per share market price of
our common stock has had a negative effect on the marketability of the existing
shares, the amount and percentage of transaction costs paid by our individual
stockholders and our potential ability to raise capital by issuing additional
shares. Reasons for these effects include internal policies of certain
institutional investors which prevent the purchase of low-priced stocks, the
fact that many brokerage houses do not permit low-priced stocks to be used as
collateral for margin accounts or to be purchased on margin and a variety of
brokerage house policies which tend to discourage individual brokers within
those firms from dealing in low-priced stocks.
In addition, since broker's commissions on low-priced stocks generally
represent a higher percentage of the stock price than commissions on higher
priced stocks, the current per share price of our common stock can result in
stockholders paying transaction costs which are a higher percentage of their
total share value than would be the case if our share price were
substantially higher. Our Board of Directors believes that this factor limits
the willingness of certain institutional investors to purchase our common stock.
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Our Board of Directors believes that an increase in the price per share of our
common stock will have a positive effect on the marketability of the existing
shares and will enhance our flexibility in future financing and capitalization
needs. It also believes that the decrease in the number of shares of common
stock to be outstanding as a result of the proposed reverse stock split and the
resulting anticipated increased price level will encourage interest in our
common stock and possibly promote greater liquidity for our stockholders,
although such liquidity could be adversely affected by the reduced number of
shares of common stock to be outstanding after the reverse stock split.
However, any increase in the market price of our common stock resulting from
the reverse stock split may be proportionately less than the decrease in the
number of shares to be outstanding. In addition, there can be no assurance
that the effects contemplated by our Board of Directors will occur, or that
the market price of our common stock immediately after the proposed reverse
stock split will be maintained for any period of time.
There can be no assurance that the market price of our common stock after the
proposed reverse stock split will be equal to 20 times the market price before
the reverse stock split, or that the market price following the reverse stock
split will either exceed or remain in excess of the current market price.
Exchange of Stock Certificates and Fractional Shares
The exchange of shares of common stock will occur on the effective date of the
reverse stock split, as described above, without any action on the part of our
stockholders and without regard to the date on which certificates representing
pre-split shares of common stock are physically surrendered for certificates
representing post-split shares of common stock. Our transfer agent, United
Stock Transfer Corporation, will exchange certificates.
We will not issue any fractional shares of common stock as a result of the
reverse stock split. In lieu of receiving fractional shares, stockholders who
hold, immediately prior to the effective date of the reverse stock split, a
number of shares not evenly divisible by 20, will receive one additional share
of common stock for such fractional shares.
As soon as practicable after the effective date of the reverse stock split, you
will receive a transmittal form to be used in forwarding your common stock
certificates for surrender and exchange. After receipt of this transmittal
form, you should surrender the certificates representing your pre-split shares
of our common stock. Upon your surrender of these certificates, you will
receive new certificates representing the whole number of post-split shares
to which you are entitled, including if applicable the share of common stock
issued in lieu of fractional shares. The transmittal form will be
accompanied by instructions specifying other details of the exchange. You
should not surrender your certificates until you receive a transmittal form.
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After the effective date of the reverse stock split, each certificate
representing pre-split shares of common stock will, until surrendered and
exchanged as described above, be deemed for all corporate purposes to evidence
ownership of the whole number of post-split shares of our common stock into
which the pre-split certificate may be exchanged, including the share of
common stock issued in lieu of fractional shares. However, you will not be
able to receive any dividends or other distributions payable by us until your
pre-split certificates have been surrendered. Any such dividends and
distributions will be accumulated and paid to you, without interest, at the
time of such surrender.
Federal Income Tax Consequences
The following discussion is a general description of certain federal income tax
consequences of the reverse stock split. This discussion is based upon the
Internal Revenue Code of 1986, as amended, existing and proposed regulations,
reports of congressional committees, judicial decisions and current
administrative rulings and practices. Any of these could be modified,
repealed, overruled or revoked at any time, and any such change could be
retroactive. We cannot assure you that the Internal Revenue Service would
agree with these conclusions. In addition, this is general federal tax
information and does not address specific situations, particular taxpayers
or state, local or foreign laws. We urge you to contact your own tax advisor
as to the particular tax consequences of the reverse stock split.
We will not recognize any gain or loss as a result of the reverse stock split,
and no stockholder should recognize any gain or loss as a result of such
reverse stock split. Your aggregate tax basis of the post-split common stock
that you receive will equal your aggregate tax basis in your pre-split common
stock that you exchange, and generally will be allocated among post-split
common stock received on a pro rata basis. If you have used the specific
identification method to identify your basis in pre-split common stock, please
consult your own tax advisor to determine your basis in post-split common
stock. If you receive a share of common stock in lieu of post-split
fractional shares, you may recognize capital gain or loss of the receipt of
such share in an amount equal to the difference between the value of the
share received and your basis in such fractional shares.
Recommendation and Vote
The affirmative consent of holders of a number of outstanding shares of our
common stock in excess of the common stock held by holders disapproving of the
action is necessary for the approval of the reverse stock split. Our Board of
Directors recommends that you consent to the reverse stock split.
Proposal Two - Approval of Amendment to Articles of Incorporation
For Increase in Authorized Number of Shares
General
Our Board of Directors has unanimously approved a resolution to amend our
Articles of Incorporation to increase the authorized shares of common stock
from 47,500,000 (post-reverse stock split) to 950,000,000. The increase will
be effected by an amendment to our Articles of Incorporation, and will become
effective upon the filing of a certificate of amendment with the Nevada
Secretary of State. The form of this amendment is set forth as Exhibit A to
this information statement.
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Reasons for Increase in Authorized Shares
Our Articles of Incorporation currently authorize 950,000,000 shares of common
stock. If the proposed reverse stock split is approved, however, the
authorized number of shares would also decrease on a 20-for-one basis to
47,500,000. This would not permit us to issue any additional shares of
common stock. In the past, we have been greatly reliant upon the issuance of
common stock to raise capital and compensate our employees and consultants.
In addition, proceeds raised from the sale of common stock in the past have
provided the capital for our Lake Tropicana renovation project.
We have determined that without an increase in our authorized common stock,
we will not be able to raise capital or compensate our consultants and
employees for services to be rendered in the future. More importantly, without
the ability to sell additional shares of common stock we will not have the
funding required to complete the renovation of our Lake Tropicana timeshare
resort. Our business strategy is dependent upon the completion of the Lake
Tropicana project; the inability to finance the project would have a
material adverse impact on our operations and financial condition.
Accordingly, our Board of Directors determined that it would be in our best
interest to increase the post-reverse split number of authorized shares of
common stock to 950,000,000. Approval of this proposal will effect that
increase.
We believe that having such additional shares available for issuance will
enable us to progress with the Lake Tropicana renovations and take prompt
action on such other corporate opportunities as may materialize in the future,
if our Board of Directors deems such issuances to be in our best interest.
The disadvantage of any such increase is that any additional issuances of
common stock will dilute the percentage of MPTV owned by existing
stockholders. The additional California and Nevada franchise taxes with
respect to the additional shares will be minimal.
Recommendation and Vote
The affirmative consent of holders of a number of outstanding shares of our
common stock in excess of the shares held by holders disapproving of such
action is necessary for the approval of the amendment of our Articles to
increase the authorized shares. Our Board of Directors recommends that you
consent to the increase.
Annual Report on Form 10-KSB
A copy of our annual report on Form 10-KSB for the year ended December 31,
1998, as filed with the Securities and Exchange Commission, may be obtained
by stockholders without charge by writing to: MPTV, Inc., 366 San Miguel
Drive, Suite 210, Newport Beach, California 92660, Attention: Corporate
Secretary. In addition, you may access this annual report through the
Securities and Exchange Commission's Web site, www.sec.gov.
