PRELIMINARY COPY
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Sec.240.14a-11(c) or Sec.240.14a-12
DENOVO CORPORATION
(Name of Registrant as Specified In Its Charter)
JAMES J. MCNAMARA
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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)(4) 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:
No Exhibit Index
Total Number of Pages:
PRELIMINARY COPY
DENOVO CORPORATION
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 21, 1996
To the Shareholders of DENOVO CORPORATION:
An Annual and Special Meeting of the Shareholders (the "Meeting") of
DENOVO CORPORATION, an Ontario, Canada corporation (the "Company"), will be held
at 8:00 a.m. local time on Monday, October 21, 1996, at Armstrong, Dunne, Singer
& Cowan, Suite 1400, 141 Adelaide Street West, Toronto, Ontario M5H 3L5, Canada,
for the following purposes:
1. To consider and vote upon a proposal to confirm an amendment to By-
Law Number 1, Sections 5 and 7, made by the Board of Directors on August 23,
1996, being a by-law governing the business and affairs of the Company
generally, which amendment to By-Law Number 1 provides for the election and
retiring of the directors of the Company in rotation, each for a three-year
term, except initially after confirmation of such amendment, the three shall
serve for respective terms of three, two and one year(s);
2. To elect three directors of the Company to serve on the Board of
Directors; the first nominee elected to serve until the third Annual Meeting
after such election; the second nominee elected to serve until the second Annual
Meeting after such election; and the third nominee to serve until the first
Annual Meeting after such election;
3. To consider and vote upon a proposal to pass, as special resolution,
a resolution to amend the Company's Articles of Incorporation so as to change
the name of the Company to "Princeton Media Group, Inc.;"
4. To consider and vote upon a proposal to pass, as special resolution,
a resolution to amend the Company's Articles of Incorporation so as to
effectuate a consolidation (reverse split) of the Common Shares of the Company
on a one-for-twenty basis;
5. To appoint Coopers & Lybrand as the Independent Public Accountants
of the Company for fiscal 1996 and to authorize the Directors to fix their
remuneration; and
6. To conduct such other business as may properly come before the
meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on September 25,
1996 as the record date for determining the stockholders entitled to notice of
and to vote at the Meeting and any adjournment or postponement thereof. The
presence in person or by proxy of two holders of shares of the Company's Common
Shares is required to constitute a quorum for the transaction of business.
Shareholders are cordially invited to attend the Meeting in person. Those
who will not attend and who wish their stock voted are requested to sign, date
and mail promptly the enclosed Proxy (the "Proxy"), for which a return envelope
is provided.
By Order of the Board of Directors,
Palm Beach, Florida
September 19, 1996 James J. McNamara, Secretary
TO ENSURE YOUR REPRESENTATION, PLEASE SIGN, DATE AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE REGARDLESS OF WHETHER YOU INTEND TO BE PRESENT AT
THE MEETING.
PRELIMINARY COPY
DENOVO CORPORATION
214 Brazilian Ave., Suite 300
Palm Beach, FL 33480
Telephone (561) 659-0121
PROXY STATEMENT AND
INFORMATION CIRCULAR
FOR
ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
To Be Held October 21, 1996
STOCKHOLDERS ENTITLED TO VOTE
Holders of record of the common stock, no par value per share (the "Common
Shares"), and of the Series C Preferred Shares (the "Series C Preferred
Shares"), Series D Preferred Shares (the "Series D Preferred Shares") and Series
E Preferred Shares (the "Series E Preferred Shares") of the Company at the close
of business on September 25, 1996, will be entitled to vote at the Meeting to be
held at the offices of Armstrong, Dunne, Singer & Cowan, Suite 1400, 141
Adelaide Street West, Toronto, Ontario M5H 3L5, Canada, at 8:00 a.m. local time
on Monday, October 21, 1996. In addition, persons who are transferees of any
such shares acquired after September 25, 1996 and who have produced properly
endorsed certificates evidencing such shares or who otherwise establish
ownership thereof and demand, not later than 10 days before the Meeting, that
their names be included in the list of shareholders, will be entitled to vote at
the meeting.
SOLICITATION AND REVOCATION OF PROXIES
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY IN CONNECTION WITH THE MEETING. The principal executive office of
the Company is located at 214 Brazilian Avenue, Suite 300, Palm Beach, Florida
33480. The registered office of the Company is located at c/o Michael
Armstrong, Esq., Armstrong, Dunne, Singer & Cowan, Suite 1400, 141 Adelaide
Street West, Toronto, Ontario M5H 3L5, Canada. The Proxy Statement and proxy
card are first being sent to stockholders on or about September 19, 1996.
Shareholders are requested to complete, sign, date and promptly return the
proxy card in the enclosed envelope. The persons named as proxies are officers
and directors of the Company. The Common Shares and Series C, D and E Preferred
Shares represented by properly executed proxies received by the Company will be
voted in accordance therewith, or if no direction is indicated thereon, in favor
of the confirmation of the amendment to the Company's By-Laws providing for
staggered three-year terms of Board members; in favor of the nominees for
Director, in favor of the change of name of the Company to "Princeton Media
Group, Inc.," in favor of the amendment to the Articles of Incorporation so as
to effectuate a one-for-twenty consolidation (reverse split) of the Company's
Common Shares, in favor of the appointment of Coopers & Lybrand as the Company's
Independent Public Accountants, and as recommended by the Board of Directors
with regard to any other matters, or if no recommendation is given, in the
discretion of the named proxies. The Proxy may be revoked by the stockholder at
any time prior to the exercise thereof by instrument in writing executed in the
same manner as a proxy and deposited at the registered office of the Company,
c/o Michael Armstrong, Esq., Armstrong, Dunne, Singer & Cowan, Suite 1400, 141
Adelaide Street West, Toronto, Ontario M5H 3L5, Canada, at any time up to and
including the last business day preceding the day of the meeting, or any
adjournment thereof, at which the proxy is to be used, or with the Chairman of
the meeting on the day of such meeting or any adjournment thereof, and thereupon
the proxy is revoked. A shareholder attending the meeting has the right to vote
in person and, if he does so, his proxy is nullified with respect to the matters
such person votes upon and any subsequent matters thereafter to be voted upon at
the meeting or any adjournment thereof.
The proxy confers discretionary authority upon the persons named therein
with respect to amendments or variations to matters identified in the Notice of
Meeting, or other matters which may properly come before the meeting. At the
time of printing of this Proxy Statement, management of the Company knows of no
such amendments, variations or other matters to come before the meeting.
All costs of this Proxy Statement and the Proxy and the cost of soliciting
Proxies relating to the Meeting will be borne by the Company. It is anticipated
that the solicitation of Proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its directors, officers and
employees to solicit Proxies personally or by telephone, without additional
salary or compensation to them. Brokerage houses, custodians, nominees, and
fiduciaries will be requested to forward the Proxy soliciting materials to the
beneficial owners of the Company's shares held of record for such persons, and
the Company will reimburse such persons for their reasonable out-of-pocket
expenses incurred by them in connection therewith. Total expenses of the
solicitation are estimated to be nominal.
The Company's Annual Report on Form 10-KSB for fiscal year 1995 is being
furnished to all stockholders herewith.
Unless otherwise indicated, all dollar amounts herein are expressed in
United States dollars.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The close of business on September 25, 1996 has been fixed by the Board of
Directors as the record date for determination of stockholders entitled to vote
at the Meeting. The number of Common Shares outstanding at the close of
business on September 13, 1996 was 15,062,784 shares. The number of Series C
Preferred Shares outstanding at the close of business on September 13, 1996 was
1,100,000 shares. The number of Series D Preferred Shares outstanding at the
close of business on September 13, 1996 was 1,200 shares, and there were no
Series E Preferred Shares outstanding. The holders of record of the Company's
Common Shares and Series C, D and E Preferred Shares as of September 25, 1996
are entitled to vote at the meeting. In addition, persons who are transferees
of any shares acquired after such date and who have produced properly endorsed
certificates evidencing such shares or who otherwise establish ownership thereof
and demand, not later than 10 days before the Meeting, that their names be
included in the list of shareholders, are entitled to vote at the meeting.
The voting securities of the Company consist of Common Shares, each share
of which entitles its owner to one vote on each matter to be voted upon at the
Meeting; Series C Preferred Shares, each share of which entitles its owner to
one-tenth of one vote on each matter to be voted upon at the Meeting; and Series
D and Series E Preferred Shares, each share of which entitles its owner to four
thousand votes on each matter to be voted upon at the Meeting. The matters of
the Company's name change and the Common Shares consolidation to be voted upon
at the Meeting each require two-thirds (66.67%) of the votes cast to be
approved. All other matters to be voted upon at the Meeting require a majority
of the votes cast to be approved.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of September 13, 1996, certain
information as to the Common Shares of the Company beneficially owned by (i)
each person known by the Company to own more than 5% of the Company's Common
Shares, (ii) each director and nominee for director of the Company, (iii) each
of the named executive officers; and (iv) all officers and directors as a group.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
Michael D. Herman 397,587(1) 2.6%
214 Brazilian Ave., Suite 300
Palm Beach, FL 33480
James J. McNamara 0 0
214 Brazilian Ave., Suite 300
Palm Beach, FL 33480
George Seebach 0 0
214 Brazilian Ave., Suite 300
Palm Beach, FL 33480
Joel Leshinsky 0 0
214 Brazilian Ave., Suite 300
Palm Beach, FL 33480
All officers and directors 397,587(2) 2.6%
as a group (3 persons)
(1) Includes 192,922 common shares directly owned and 204,665 shares
beneficially owned pursuant to a currently exercisable warrant.
(2) The number of shares beneficially owned are calculated in accordance with
the rules and regulations of the United States Securities and Exchange
Commission, which require the inclusion of shares which the listed owner has the
right to acquire within sixty days (pursuant to option, warrants, conversion
privileges and similar obligations) and shares with respect to which the listed
person has or shares voting or investment power. Under the Ontario Business
Corporations Act, beneficial ownership does not include shares which the listed
owner has the right to acquire. Accordingly, if beneficial ownership is
calculated pursuant to the Ontario Business Corporations Act, Mr. Herman would
be deemed to own 192,922 shares of the Company's Common Shares or 1.3%. For
purposes of the calculation pursuant to the Ontario Business Corporations Act,
the number of the Company's Common Shares outstanding would be considered to be
15,062,784 shares.
MAJOR EVENTS
In March, 1996, the Company formed Princeton Publishing, Inc., a Delaware
corporation ("Princeton") and purchased 100 shares of common stock in Princeton,
constituting all of Princeton's issued and outstanding stock, for $1 million
cash. Princeton is now the wholly-owned subsidiary of the Company. On March
29, 1996, Princeton acquired the assets of a group of 26-year-old privately-held
affiliated companies which published 12 lifestyle magazines. The assets include
intellectual property including trademarks, fixed assets, and contract rights.
Princeton paid $1 million at closing and signed notes for an additional $1
million to be paid in 90 days (this payment has since been made) and $5 to be
paid over 10 years. Payment pursuant to the notes is secured with a lien on the
acquired assets.
On the date of the closing, Princeton transferred all purchased
intellectual property including trademarks to Princeton Trademarks, Inc., a
newly-formed Delaware corporation, in exchange for 100 shares in Princeton
Trademarks, Inc., making that company a wholly-owned subsidiary of Princeton.
Also on the same date, Princeton transferred all equipment and other fixed
assets located in Sussex, Wisconsin, to Kingston Press, Inc., a newly-formed
Delaware corporation, in exchange for 100 shares in Kingston Press, Inc., making
that company also a wholly-owned subsidiary of Princeton.
In July, 1996, DeNovo formed Firestone Publishing, Inc., a Delaware
corporation ("Firestone"), which is now a wholly-owned subsidiary of DeNovo.
Firestone has entered into an Asset Purchase and Sale Agreement providing for
the purchase of substantially all the assets of Dugent Publishing Corp., a
Florida corporation which publishes 4 lifestyle magazines. Firestone paid $1
million upon signing the Agreement, which calls for additional payments of $2
million in 90 days and $4 million over 5 years. Firestone anticipates making
this additional payment of $2 million on September 6, 1996.
Management anticipates that these two major acquisitions will render the
Company a leader in the lifestyle magazine publishing industry and generate
approximately $3 million in annual pre-tax earnings for the Company.
None of the Company's directors, officers, substantial shareholders, or
any affiliate or associate of any of them had any material interest, direct or
indirect, in either of the two above-described acquisitions.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid for
services rendered to the Company during the last three fiscal years by the
Company's Chief Executive Officer during the last fiscal year and the Company's
most highly compensated executive officers who served as such during fiscal 1995
whose total annual salary and bonus exceeded $100,000. The Company had one
Chief Executive Officer during fiscal 1995.
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Other Restricted All Other
Name and Annual Share Options/ LTIP Compen-
Principal Year Salary Bonus Compensa- Awards SARs (#) Payments (#) sation
Position ($) ($) tion ($) ($)
($)
Michael D.
Herman 1995 $ 63,750 - - - - - -
President,
CEO, Chairman 1994(1) 101,000 - - - - - -
</TABLE>
(1) Mr. Herman first became President, CEO and Chairman of the Company in
1994.
Share Options
No options were granted during fiscal 1995 to the executive officers named
in the Summary Compensation Table, and no unexercised options were held by such
individuals at the end of fiscal 1995. No director or officer of the Company is
or has been indebted to it.
Directors of the Company are not compensated for their services as
directors.
BOARD OF DIRECTORS
The Board of Directors meets to review significant developments affecting
the Company and to act on matters requiring Board approval. The only committee
of the Board is the audit committee, of which all three directors are members.
During 1995, there were twelve meetings of the Board of Directors. None of the
directors attended fewer than 75% of the meetings in 1995.
CONFIRMATION OF AMENDMENT TO BY-LAW (Proposal 1)
On August 23, 1996, the Board of Directors resolved, subject to
shareholder confirmation at the next annual meeting, to amend By-Law number 1 of
the Company so as to provide for staggered three-year terms of the members of
the Board. The text of the resolution is attached hereto as Exhibit 1. The
effect of the resolution, if confirmed by the shareholders, is to provide that
the first nominee (Mr. McNamara), if elected at the upcoming Meeting, would
serve as director until the third Annual Meeting after his election; the second
nominee (Mr. Seebach), if elected, would serve as director until the second
Annual Meeting after his election; and the third nominee (Mr. Leshinsky), if
elected, would serve as director until the first Annual Meeting after his
election. Directors elected at any Annual Meeting subsequent to the meeting to
be held October 21, 1996 would each serve for a three-year term. Vacancies
which occur during the year may be filled by the Board of Directors to serve for
the remainder of the full term.
Confirmation of the above-described amendment to By-Law Number 1 of the
Company requires a majority vote of stockholders represented at the meeting in
person or by proxy. The Board of Directors recommends a vote FOR such
confirmation and the enclosed proxy will be voted in favor thereof unless the
proxy specifically indicates otherwise.
ELECTION OF DIRECTORS (Proposal 2)
Three directors will be elected at the Meeting. The nominees for re-
election and election as director, including certain information regarding each
such person, are set forth below. If Proposal 1, described above, is approved
at the meeting, Mr. McNamara will serve until the third Annual Meeting
subsequent to his election; Mr. Seebach will serve until the second Annual
Meeting subsequent to his election; and Mr. Leshinsky will serve until the first
Annual Meeting subsequent to his election. If Proposal 1 above is not approved
at the meeting, then each director, if elected, will serve until the next Annual
Meeting or until his successor is elected and qualified. The persons named as
proxies in the Proxy have been designated by the Board of Directors and intend
to vote for all persons nominated in the election of the Board of Directors. If
the contingency should occur that any such nominee is unable to serve as a
director, it is intended that the shares represented by Proxies will be voted in
the absence of contrary indication for any substitute nominee that the Board of
Directors may designate. All nominees have advised the Company that they are
willing to serve as directors if re-elected and elected, respectively. Election
of each director requires a majority vote of stockholders represented at the
meeting in person or by proxy. The Board of Directors recommends a vote FOR
each nominee's re-election or election and the enclosed proxy will be voted in
favor thereof unless the proxy specifically indicates otherwise.
James J. McNamara has been a director of the Company since March, 1996 and
has been Chairman of the Board since September, 1996. Mr. McNamara has been a
director, President and CEO of Celebrity Entertainment, Inc., which operates
and manages a recreational resort, also a Nasdaq SmallCap company, since 1993
and founded Production Services International, Inc. ("PSI") in 1991. During
1993-1994 Mr. McNamara created and executively produced 61 half-hour episodes of
"The NEWZ" television series for PSI, which was acquired by Celebrity
Entertainment, Inc. in 1993. In 1986, Mr. McNamara formed Entertainment, Inc.,
a Florida corporation which became the managing general partner of Premiere,
Ltd., a limited partnership formed to develop motion pictures and television
projects. Premiere, Ltd. developed a portfolio of projects including "Super
Force," a half-hour action-adventure television series produced in association
with Viacom Enterprises, which also distributed the series worldwide in
first-run syndication. From 1988 until 1991, Mr. McNamara created and
executively produced 48 episodes of "Super-Force." Mr. McNamara has been
involved in the music and entertainment business since 1971. Other than as set
forth above, Mr. McNamara holds no directorships in any other companies with a
class of securities registered on a national exchange or which are required to
file annual, quarterly or other periodic reports with the Commission.
George Seebach has been a self-employed business consultant since
December, 1995. Prior to that time he was Vice President, Product Development
and a Director of TeleConcepts International, Inc., the Company's former wholly-
owned subsidiary based in Coral Springs, Florida. TeleConcepts was engaged in
the manufacture and sale of telephones and telecommunications equipment. From
1986 until 1993, Mr. Seebach was President of Royal Telecom and Vice President,
Sales and Marketing of RTI Telecom, its successor, both manufacturers and
sellers of telephones and telecommunications equipment. Mr. Seebach was
responsible for much of the product development and overseas sourcing for
Northwestern Bell Telephones, a subsidiary of U.S. West, the principal
customer of those companies.
Joel Leshinsky is President and founder of The Production Team, Inc., a
television production and writing firm based in Fort Lauderdale, Florida. Prior
to founding the firm in 1993, Mr. Leshinsky was a self-employed television
producer and writer for approximately seven years.
The following table summarizes certain information with respect to each
nominee for Director.
<TABLE>
<S> <C> <C> <C> <C>
No. of Shares
Principal Occupation Director Beneficially Owned,
Name of Director or Employment Since Directly or Indirectly Percent
James J. McNamara President, 3/96 0 0
Celebrity Entertainment,
Inc. (Fishing Resort
Operation)from 6/93 to
present; President,
Production Services
International, Inc.
(television and film
production) from 12/91 to
6/93
George Seebach Business Consultant 7/93 0 0
Joel Leshinsky President and founder, N/A 0 0
The Production Team, Inc.
</TABLE>
CHANGE OF CORPORATE NAME (Proposal 3)
The third proposal to be considered at the Meeting is a proposal by
management that the shareholders pass, as a special resolution, a resolution to
change the name of the Company to "Princeton Media Group, Inc." Management
believes that, in light of the Company's recent acquisitions of the assets of
the Kearny Publishing Group and of Dugent Publishing, Inc., the Company's name
should be changed to reflect its new focus. The text of the proposed special
resolution is attached hereto as Exhibit 2.
Approval of the proposed amendment requires a two-thirds (66.67%) vote of
stockholders represented at the meeting in person or by proxy. The Board of
Directors recommends a vote FOR the proposed name change and the enclosed proxy
will be voted in favor thereof unless the proxy specifically indicates
otherwise.
CONSOLIDATION OF SHARES (Proposal 4)
The fourth item of business to be voted upon at the Meeting is a proposal
by management to reduce the total number of Common Shares issued and outstanding
by way of a consolidation (reverse stock split). The proposal is that the
shareholders pass a special resolution authorizing the consolidation of the
outstanding Common Shares of the Company on a one-for-twenty basis. The text of
the proposed special resolution is attached hereto as Exhibit 3.
The amendment will result in one Post-Consolidation Common Share being
received in exchange for twenty previously issued and outstanding Pre-
Consolidation Common Shares. The terms of the Post-Consolidation Common Shares
will be the same as those of the Pre-Consolidation Common Shares, and the
proposed amendment will not affect any stockholder's proportionate equity
interest in the Company or the rights, preferences or privileges of any
stockholder, other than an insignificant adjustment which may occur in the event
of issuance of one whole share in lieu of any fractional share.
Number of Common Shares
Prior to Upon Effectiveness
Consolidation of Consolidation
Authorized for Issuance Unlimited Unlimited
Issued and Outstanding 15,062,784 753,140 (*)
Reserved:
For Conversion of
Convertible Preferred
Series C 110,000 5,500 (*)
For Conversion of
Convertible Preferred
Series D 4,800,000 240,000 (*)
(*) Subject to adjustment in the event of issuance of one whole share in lieu of
any fractional share.
If the consolidation is approved, then on the effective date of the
consolidation, every twenty Common Shares of the Company would be exchanged for
one Common Share of the Company. No fractional shares would be issued, but
would be rounded up to one whole share. The consolidation, in the opinion of
management, will enhance the Company's access to the capital markets.
Approval of the proposed consolidation requires a two-thirds (66.67%) vote
of stockholders represented at the meeting in person or by proxy. The Board of
Directors recommends a vote FOR the proposed consolidation and the enclosed
proxy will be voted in favor thereof unless the proxy specifically indicates
otherwise.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 5)
During the year ended December 31, 1995, Coopers & Lybrand served as the
Company's independent public accountants. The Board of Directors has approved
the reappointment of Coopers & Lybrand to serve as such for the year ending
December 31, 1996.
It is anticipated that a representative of Coopers & Lybrand will be
present at the Meeting to respond to appropriate questions and will have the
opportunity to make a statement if he desires to do so.
Approval of the Company's independent public accountants and authorization
of the Directors to set their remuneration requires a majority vote of
stockholders represented at the meeting in person or by proxy. The Board of
Directors recommends a vote FOR approval of Coopers & Lybrand and the
authorization of the Board to set their remuneration and the enclosed proxy will
be voted in favor thereof unless the proxy specifically indicates otherwise.
ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS
The 1995 Annual Report, including the financial statements for the fiscal
year ended December 31, 1995 and the report of the auditors thereon will be
submitted to the shareholders at the Meeting. Receipt at such meeting of the
auditors' report and the Company's financial statements for its last completed
fiscal period will not constitute approval or disapproval of any matters
referred to therein.
DESCRIPTION OF COMMON STOCK
The authorized Common Shares of the Company currently consist of an
unlimited number of shares with no par value. Holders of record of Common
Shares are entitled to receive dividends when and if declared by the Board of
Directors out of funds of the Company legally available therefor. In the event
of any liquidation, dissolution or winding up of the affairs of the Company,
whether voluntary or otherwise, after payment or provision for payment of the
debts and other liabilities of the Company, and after provision for the holders
of preferred stock of the Company, each holder of Common Shares will be entitled
to receive a pro rata portion of the remaining net assets of the Company, if
any. Each Common Share has one vote, and there are no preemptive, subscription,
conversion or redemption rights. Common Shares do not have cumulative voting
rights.
VOTING PROCEDURES
The votes of stockholders present in person or represented by proxy at the
meeting will be tabulated by an inspector of elections appointed by the Company.
The inspector's duties include determining the number of shares represented at
the meeting, counting all votes and ballots and certifying the determination of
the number of shares represented and the outcome of the balloting.
Assuming a quorum is present, a majority of the votes cast by the holders
of the Common Shares present in person or represented by proxy and entitled to
vote at the Meeting is required for the confirmation of the amendment to By-Law
Number 1, the election of directors and the approval of the independent public
accountants. A two-thirds (66.67%) vote of those in person or represented by
proxy and entitled to vote at the Meeting is required for the name change of the
Company and the consolidation. With respect to an abstention on any of these
matters, the shares will be considered present at the meeting for the particular
matter and will have the same effect as votes against the matter. In the event
a broker that is a record holder of Common Shares does not return a signed
proxy, the Common Shares represented by such proxy will not be considered
present at the meeting and therefore, will not be counted towards a quorum.
With respect to a broker non-vote on any matter, the shares will not be
considered present at the meeting for the particular matter and (since it will
not be counted in respect of the matter) the broker non-vote will have the
practical effect of reducing the number of affirmative votes required to achieve
the requisite vote for the matter by reducing the total number of shares from
which the proportional vote is calculated.
STOCKHOLDER PROPOSALS
In order for stockholder proposals to receive consideration for inclusion
in the Company's 1997 Proxy Statement, such proposals must be received at the
Company's offices at 214 Brazilian Ave., Suite 300, Palm Beach, FL 33480,
Attention: President, by June 1, 1997.
OTHER BUSINESS
The Board of Directors is not aware of any matter, other than the matters
described above, to be presented for action at the meeting. However, if any
other proper items of business should come before the meeting, it is the
intention of the person or persons acting under the enclosed form of proxy to
vote in accordance with their best judgment on such matters.
By Order of the Board of Directors
James J. McNamara, Secretary
The undersigned hereby certifies that the contents and the sending of this
Information Circular and Proxy Statement have been approved by the directors of
the Company.
James J. McNamara, Chairman
EXHIBIT 1 TO PROXY STATEMENT AND INFORMATION CIRCULAR
DENOVO CORPORATION
TEXT OF RESOLUTION OF DIRECTORS AMENDING BY-LAW NUMBER 1
"RESOLVED, that, subject to confirmation by the Corporation's shareholders at
the next Annual Meeting of Shareholders, the Corporation's By-Law Number 1 be
amended as follows:
Section 5 shall be amended in its entirety to read as follows:
5. Term of Office. A director's term of office (subject to the
provisions, if any, of the articles of the Corporation and to the
provisions of the Act) shall be from the date on which he is elected
or appointed until the close of the third Annual Meeting following
such election or appointment; provided, however, that on the first
date on which directors are elected pursuant hereto, one director,
who shall be specified by name, shall be elected to serve until the
third Annual Meeting after such election; a second director, who
shall be specified by name, shall be elected to serve until the
second Annual Meeting after such election; and a third director, who
shall be specified by name, shall be elected to serve until the
first Annual Meeting after such election.
Section 7 shall be amended in its entirety to read as follows:
7. Election and Removal. Directors shall be elected by the
shareholders on a show of hands unless a ballot is demanded in which
case such election shall be by ballot. One director shall retire at
the annual meeting at which the election of director to take his
seat on the Board is to take place but, if qualified, the retiring
director shall be eligible for re-election; provided always that the
shareholders of the Corporation may, by ordinary resolution passed
at an annual or special meeting of shareholders, remove any director
or directors from office and a vacancy created by the removal of a
director may be filled at the meeting of the shareholders at which
the director is removed. Any vacancy on the Board may be filled by
the shareholders at a meeting called for that purpose. If not so
filled by the shareholders, such vacancy may be filled by vote of
the then remaining directors for the entire remainder of the term
applicable to such vacant seat(s).
and further resolved, that the officers of the Corporation be, and they hereby
are, authorized and directed to take such actions, in the corporation s name and
on behalf of the Corporation, as they deem necessary or proper to effectuate the
transactions contemplated by the intent and purpose of this resolution; and
provided further, that the execution and delivery of such documents and the
taking of such actions be conclusive evidence of the authority of such officers
hereunder."
EXHIBIT 2 TO PROXY STATEMENT AND INFORMATION CIRCULAR
DENOVO CORPORATION
TEXT OF PROPOSED SPECIAL RESOLUTION OF SHAREHOLDERS PROVIDING FOR ONE-FOR-TWENTY
CONSOLIDATION OF THE COMPANY'S COMMON STOCK
"RESOLVED, as a special resolution, that the Articles of the Corporation are
hereby amended to consolidate all of the issued and outstanding common shares of
the Corporation on a one-for-twenty basis."
EXHIBIT 3 TO PROXY STATEMENT AND INFORMATION CIRCULAR
DENOVO CORPORATION
TEXT OF PROPOSED SPECIAL RESOLUTION OF SHAREHOLDERS PROVIDING FOR CORPORATE NAME
CHANGE
"RESOLVED, as a special resolution, that the Articles of the Corporation are
hereby amended to change the name of the Corporation to Princeton Media Group,
Inc."
APPENDIX A TO PROXY STATEMENT AND INFORMATION CIRCULAR
FORM OF PROXY
DENOVO CORPORATION
214 BRAZILIAN AVENUE, SUITE 300
PALM BEACH, FLORIDA 33480
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual and Special Meeting: October 21, 1996
Record Date: September 25, 1996
The Board of Directors recommends voting for all proposals listed below.
PROXY FOR OCTOBER 21, 1996 ANNUAL AND SPECIAL MEETING
The undersigned hereby appoints James J. McNamara and Robert F. Kendall, and
each of them, with power of substitution, as Proxies, and hereby authorizes
them to represent and to vote, as designated below, all the Common Shares,
Series C Preferred Shares, Series D Preferred Shares and Series E Preferred
Shares of DeNovo Corporation held of record by the undersigned on September 25,
1996, at the Annual and Special Meeting of shareholders to be held on October
21, 1996 or any adjournment or postponement thereof.
1. Confirmation of Amendment to By-Law Providing for Classification of
Directors
____ For ____ Against ____ Abstain
2. Election of Directors
____ For all nominees listed below (except as marked to the contrary
below)
____ Withhold authority to vote for all nominees listed below
Instruction: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below. To provide
for different nominee(s), strike a line through the nominee's name in the
list below and write in a different nominee.
James J. McNamara (Three-year term if Proposal 1 approved; one-year term
if Proposal 1 not approved)
George Seebach (Two-year term if Proposal 1 approved; one-year term if
Proposal 1 not approved)
Joel Leshinsky (One-year term)
3. Proposal to pass, as a special resolution, a resolution to amend the
Company's Articles so as to change the name of the Company to "Princeton
Media Group, Inc."
____ For ____ Against ____ Abstain
4. Proposal to pass, as a special resolution, a resolution to amend the
Company's Articles so as to effectuate a one-for-twenty consolidation
(reverse split) of the Company's Common Shares
____ For ____ Against ____ Abstain
5. Proposal to appoint Coopers & Lybrand as the Company's independent public
accountants and to authorize the Directors to set their remuneration
____ For ____ Against ____ Abstain
6. In their discretion, the Proxies are authorized to vote upon the
following:
a. Matters which the Proxies do not know, at least one month prior to
the date of solicitation hereof, are to be presented at the meeting;
b. The election of any person to any office for which a nominee is
named herein and such nominee is unable to serve or for good cause will
not serve; and
c. Matters incident to the conduct of the meeting.
With respect to matters of discretion, the Proxies intend to vote the
shares represented by this proxy in accordance with the resolutions of the
Board of Directors.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
for Proposals 1, 2, 3, 4 and 5.
The Board of Directors recommends a vote FOR Proposals 1, 2, 3, 4 and 5.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. Corporation officers, partners, executors,
administrators, trustees, guardians and others signing in a representative
capacity should indicate office or capacity.
[Name of Shareholder [Number of shares owned
appears here] appears here]
DATED:_________________, 1996
IF THIS PROXY IS NOT DATED, IT _____________________________
WILL BE DEEMED DATED ON THE DATE Signature
IT WAS MAILED
PLEASE MARK, SIGN, DATE AND _____________________________
RETURN THE PROXY CARD PROMPTLY Signature of joint tenant, if
USING THE ENCLOSED ENVELOPE any
YOU MAY REVOKE THIS PROXY AT ANY TIME BEFORE IT IS VOTED BY GIVING WRITTEN
NOTICE TO THE COMPANY AT THE REGISTERED OFFICE OF THE COMPANY, WHICH ADDRESS IS
C/O MICHAEL ARMSTRONG, ESQ., ARMSTRONG, DUNNE, SINGER & COWAN, SUITE 1400, 141
ADELAIDE STREET WEST, TORONTO, ONTARIO M5H 3L5, CANADA AT ANY TIME UP TO AND
INCLUDING THE LAST BUSINESS DAY PRECEDING THE DAY OF THE MEETING, OR ANY
ADJOURNMENT THEREOF, AT WHICH THE PROXY IS TO BE USED, OR WITH THE CHAIRMAN OF
THE MEETING ON THE DAY OF SUCH MEETING OR ANY ADJOURNMENT THEREOF, AND THEREUPON
THE PROXY IS REVOKED. IF YOU ATTEND THE ANNUAL AND SPECIAL MEETING, YOU MAY
VOTE IN PERSON EVEN THOUGH YOU PREVIOUSLY HAVE SENT IN YOUR PROXY.
THE EXPENSES OF THIS PROXY SOLICITATION ARE BEING BORNE BY THE COMPANY.
