SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 party other than the registrant [_]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DCC COMPACT CLASSICS, INC.
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(Name of Registrant as Specified in Its Charter)
DCC Compact Classics, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6j(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(45) 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 transactions applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[ ] 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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DCC COMPACT CLASSICS, INC.
9301 Jordan Avenue, Suite 105
Chatsworth, California 91311
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 27, 1996
Please take notice that a Special Meeting of Shareholders of DCC COMPACT
CLASSICS, INC., a Colorado corporation (the "Company"), will be held at 9301
Jordan Avenue, Suite 105, Chatsworth, California 91311 on November 27, 1996 at
8:00 A.M. Pacific Time, for the following purpose:
To effect a reverse split of the Company's authorized and issued Common
Stock on the basis of one new share of Common Stock for each three shares of
Common Stock outstanding.
The Board of Directors has fixed the close of business on October 23, 1996
as the record date for determination of shareholders entitled to notice of and
to vote at the meeting and any and all adjournments thereof.
Whether or not you expect to be present, please sign, date and return the
enclosed proxy card as promptly as possible in the enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
Marcia McGovern, Secretary
Chatsworth, California
October 25, 1996
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND IN PERSON ARE
RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AT THEIR
EARLIEST CONVENIENCE. PROMPTNESS IN RETURNING THE EXECUTED PROXY CARD WILL BE
APPRECIATED. SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE
MEETING, REVOKE THEIR PROXY, AND VOTE THEIR SHARES IN PERSON.
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DCC COMPACT CLASSICS, INC.
9301 Jordan Avenue, Suite 105
Chatsworth, California 91311
SPECIAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of DCC Compact Classics, Inc., a Colorado corporation
(the "Company"), of proxies for use at the Special Meeting of Shareholders
("Special Meeting") to be held at 9301 Jordan Avenue, Suite 105, Chatsworth,
California 91311 on November 27, 1996, at 8:00 A.M. Pacific Time, and at any and
all adjournments thereof. The Company's telephone number is (818) 993-8822.
Shares Outstanding and Voting Rights
The Board of Directors has fixed the close of business on October 23, 1996
as the record date for determining the Shareholders entitled to notice of, and
to vote at, the Special Meeting. Only Shareholders of record on that date will
be entitled to vote. A Shareholder who submits a proxy on the accompanying form
has the power to revoke it by notice of revocation directed to the proxy holders
of the Company at any time before it is voted. Unless authority is withheld in
writing, proxies which are properly executed will be voted for the proposals
thereon. Although a Shareholder may have given a proxy, such Shareholder may
nevertheless attend the meeting, revoke the proxy and vote in person.
As of October 23, 1996, the record date for determining the Shareholders
of the Company entitled to vote at the Special Meeting, approximately 6,746,725
shares of the Common Stock of the Company, $.005 par value per share ("Common
Stock"), were issued and outstanding. Each share of Common Stock entitles the
holder to one vote on all matters brought before the Special Meeting. The quorum
necessary to conduct business at the Special Meeting consists of a majority of
the outstanding shares of Common Stock as of the record date. Abstentions and
"broker non-votes" (as defined below) are counted as shares eligible to vote at
the Annual Meeting in determining whether a quorum is present, but do not
represent votes cast with respect to any Proposal. "Broker non-votes" are shares
held by a broker or nominee as to which instructions have not been received from
the beneficial owners or persons entitled to vote and the broker or nominee does
not have discretionary voting power.
Cost and Method of Solicitation
The cost of this solicitation of proxies will be borne by the Company,
including expenses in connection with preparing, assembling and mailing the
proxy solicitation materials and the charges and expenses of brokerage houses
and other custodians, nominees and fiduciaries for forwarding solicitation
materials to beneficial owners. In addition to solicitation by mail, proxies may
be solicited personally or by telephone or telegraph by directors, officers or
employees of the Company, who will receive no additional compensation for such
services. The date of mailing of this Proxy Statement and Proxy is approximately
October 25, 1996.
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Proposal Number 1
AMENDMENT TO ARTICLES TO EFFECT
A 1 FOR 3 REVERSE STOCK SPLIT
Generally
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The Board of Directors of the Company proposes to amend the Company's
Articles of Incorporation (the "Amendment") to effect a one-for-three (1:3)
reverse stock split of the issued and outstanding Common Stock of the Company on
the basis of one (1) newly issued Common Stock ("New Common Stock") share for
each three (3) shares of the Company's presently issued and outstanding Common
Stock (the "Reverse Stock Split"). The Board of Directors reserves the right
without further action by the shareholders, to not proceed with the Reverse
Stock Split, if, at any time prior to filing the Amendment with the Secretary of
State of the State of Colorado, the Board of Directors, in their sole
discretion, determines that the Reverse Stock Split is no longer in the best
interests of the Company and its shareholders.
The Company is currently authorized to issue 500,000,000 shares of Common
Stock, $.005 par value, of which 6,746,725 (pre-split) shares were issued and
outstanding at the close of business on October 23, 1996, the record date.
The Company does not propose to modify the number of authorized shares of
Common Stock. The Reverse Stock Split is not intended to change the
proportionate equity interests of the Company's stockholders; however, some
incidental change can be expected to occur in connection with the rounding up or
down of fractional shares (see "The Reverse Stock Split - Fractional Shares").
Voting rights and other rights of the stockholders will not be altered by the
Reverse Stock Split.
Reasons for the Proposed Stock Split
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The Board of Directors of the Company believes that the Reverse Stock
Split is necessary to provide a manageable number of shares of Common Stock and
to improve the marketability of the Company's Common Stock.
Management of the Company is not aware of any present efforts of any
persons to accumulate Common Stock or to obtain control of the Company, and the
proposed Reverse Stock Split is not intended to be an anti-takeover device. The
Amendment is being sought solely to enhance the image of the Company, its
corporate flexibility, and to be more acceptable to the brokerage community, and
to investors generally.
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Exchange of Stock Certificates
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The Reverse Stock Split will be effected by the filing of an Amendment to
the Company's Certificate of Incorporation with the Secretary of State of the
State of Colorado. The Company plans to file the Amendment as soon as
practicable. The Amendment will become effective at the close of business on the
date of filing, unless the Company specifies otherwise. The record date for the
Reverse Stock Split will be the effective date of the Amendment to the
Certificate of Incorporation (the "Reverse Stock Split Date") and the
shareholders will be notified on or about the Reverse Stock Split Date that the
Reverse Stock Split has been effected. The Company's transfer agent will act as
its exchange agent (the "Exchange Agent") to act for holders of Common Stock in
implementing the exchange of their certificates.
As soon as practicable after the Reverse Stock Split, shareholders will be
notified and requested to surrender their certificates representing shares of
Common Stock to the Exchange Agent in exchange for certificates representing New
Common Stock. One (1) share of New Common Stock will be issued in exchange for
each three (3) presently issued and outstanding shares of Common Stock.
Beginning on the Reverse Stock Split Date, each certificate representing shares
of the Company's Common Stock will be deemed for all corporate purposes to
evidence ownership of shares of New Common Stock. To the extent a stockholder
holds a number of shares not evenly divisible by three, the Company will issue
one whole share for fractional interests as described below.
Fractional Shares
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No scrip or fractional certificates will be issued in connection with the
Reverse Stock Split. Fractional interests of .5 or more of New Common Stock will
be rounded up to the next highest share, and fractional interest of less than .5
of New Common Stock will be reduced down to the next nearest share. Any
shareholder whose aggregate shareholding is reduced to a fraction of one (1)
share will receive one (1) share of New Common Stock. No service charge will be
payable by shareholders in connection with the exchange of certificates, and the
costs will be borne and paid by the Company.
Federal Income Tax Consequences
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The Reverse Stock Split should not result in the recognition of gain or
loss. The holding period of the shares of New Common Stock will include the
shareholders holding period for the shares of Common Stock exchanged therefore,
provided that the shares of Common Stock were held as a capital asset. The
adjusted basis of the shares of New Common Stock will be the same as the
adjusted basis of the Common Stock exchanged therefore, reduced by the basis
applicable to the receipt of one whole share in lieu of fractional shares
described below.
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No Dissenter's Rights.
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Under Colorado law, shareholders are not entitled to dissenter's rights of
appraisal with respect to the Company's proposed amendment to the Company's
Articles of Incorporation to effect the Reverse Stock Split.
The complete text of the proposed Amendment to the Articles of
Incorporation is set forth as Exhibit A to this Proxy Statement.
If the Amendment is approved, the Amended Articles of Incorporation will
become effective upon filing with the Secretary of State of the State of
Colorado. The affirmative vote of the holders of a majority of the outstanding
Common Stock of the Company will be required to approve the Amendment to the
Articles of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS
THAT SHAREHOLDERS VOTE 'FOR'
THE FOREGOING AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO EFFECTUATE THE REVERSE STOCK SPLIT.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Marshall Blonstein
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Marshall Blonstein, President and
Chief Executive Officer
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DCC COMPACT CLASSICS, INC.
9301 Jordan Avenue, Suite 105
Chatsworth, California 91311
PROXY
The undersigned hereby constitutes and appoints Marshall Blonstein as Proxy,
with the power to appoint his substitute, and hereby authorizes him to represent
and to vote as designated below, all shares of common stock of the Company held
of record by the undersigned on October 23, 1996, at the Special Meeting of
Shareholders to be held on November 27, 1996, or any adjournment thereof.
1. To amend the Company's Articles of Incorporation to effect a reverse stock
split of the Company's authorized and issued Common Stock on the basis of one
new share of Common Stock for each three shares of Common Stock outstanding.
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| | | | | |
--- FOR --- AGAINST --- ABSTAIN
This Proxy is solicited on behalf of the Board of Directors of DCC COMPACT
CLASSICS, INC. This Proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is made, this
Proxy will be voted FOR the Reverse Stock Split.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a Corporation, please
sign in the Corporate name by President or other authorized officer. If a
Partnership, please sign in Partnership name by authorized person.
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Signature
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Signature If Held Jointly
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(Please Print Name)
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Number of Shares Subject to Proxy
Dated:______________, 1996
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
DCC COMPACT CLASSICS, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is DCC Compact Classics, Inc.
SECOND: The following amendment to the Articles of Incorporation was adopted on
______________, 1996, as prescribed by the Colorado Business Corporation Act, in
the manner marked with an X below:
No shares have been issued or Directors elected - Action by
_____ Incorporators
_____ No shares have been issued but Directors elected - Action by Directors
Such amendment was adopted by the board of directors where shares have
_____ been issued and shareholder action was not required.
X Such amendment was adopted by a vote of the shareholders. The number
_____ of shares voted for the amendment was sufficient for approval.
THIRD: Upon the filing of these Articles of Amendment to the Articles of
Incorporation, all issued and outstanding shares of Common Stock of the
Corporation held by each holder of record on October 23, 1996 shall be
automatically combined at a rate of one for three (1:3). No fractional share or
scrip representing a fractional share will be issued upon the Reverse Stock
Split. Fractional shares of .5 of Common Stock will be rounded up to the next
highest share, and fractional interest of less than .5 of Common Stock will be
reduced down to the next nearest share. Any shareholder whose aggregate
shareholding is reduced to a fraction of one (1) share will receive one (1)
share of New Common Stock.
IN WITNESS WHEREOF, the undersigned being the President of this
Corporation has executed these Articles of Amendment as of the __ day of_______,
1996.
DCC COMPACT CLASSICS, INC.
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By: Marshall Blonstein, President
ATTEST:
By:_________________________
Marcia McGovern, Secretary
