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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )
Check the appropriate box:
[_] Preliminary Information Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14c-5(d)(2))
[X] Definitive Information Statement
DIRECTCOM INC
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g)
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[_] 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:
________________________________________________________________________
Notes:
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INFORMATION STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Information Statement is being furnished by DirectCom, Inc. (the
"Company") to all common stockholders of the Company in connection with its
Annual Meeting to be held August 19, 1998 at 3 Garret Mountain Plaza, Suite
202A, West Paterson, New Jersey at 10:00 a.m. local time for the following
purposes:
1. To elect one director to serve until the Annual Meeting of
shareholders in 2001 or until his successor is duly elected and qualified; and
2. To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.
Only shareholders of record at the close of business on June 30, 1998
are entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof. A complete list of shareholders entitled to vote at the
Annual Meeting will be available at the Annual Meeting.
The Company's Annual Report for the fiscal year ended December 31, 1997
is attached.
This Information Statement is being furnished rather than the Company's
proxy statement since the management of the Company controls over 50% of the
outstanding shares of common stock and, therefore, no proxies from other common
shareholders of the Company are required to achieve the above purposes of the
Company at the Annual Meeting.
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NO SHAREHOLDER APPROVAL OF THE MATTERS TO BE VOTED UPON AT THE ANNUAL
MEETING IS REQUIRED OR SOUGHT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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THE DATE OF THIS INFORMATION STATEMENT IS JULY 21, 1998
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ELECTION OF DIRECTORS
The Board of Directors is elected at each Annual Meeting of shareholders
for staggered terms. Nicholas Robinson, Robert W. Paltrow and Robert E. Herman
are incumbent directors. Mr. Robinson will hold office until the Annual Meeting
of Shareholders in 2000, Mr. Paltrow will hold office until the Annual Meeting
of Shareholders in 1999 and Mr. Robert E. Herman will hold office until the
Annual Meeting of Shareholders in 1998 and, in all cases, until their successors
are elected and qualified. Mr. Herman has been nominated and agrees to serve as
a director. Mr. Paltrow has served as a director since 1989, Mr. Robinson has
served as a director since 1994 and Mr. Herman has served as director since
1997.
Robert E. Herman, 37, is President of North American Communications, Inc.,
a direct mail production company affiliated with the Company. Mr. Herman has
been employed at North American Communication, Inc. since 1992 in various
departments and became its President in 1995.
Additional information regarding Nicholas Robinson, Robert W. Paltrow and
other executive officers and more than five percent shareholders is set forth
in the attached Annual Report on Form 10-K.
During the company's fiscal year ended December 31, 1997, the Company's
Board of Directors took actions without a meeting of the Board through unanimous
written consents.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP has been appointed by the Board of Directors as
the independent public accountants for the Company for 1998.
No representative of PricewaterhouseCoopers LLP will be at the Annual
Meeting so that no member of PricewaterhouseCoopers LLP will have the
opportunity to make a statement nor be available to respond to appropriate
questions from shareholders.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders intended to be presented at the 1999 annual
meeting of shareholders must be received at the Company's principal executive
offices on or before December 1, 1998 to be eligible for inclusion in the
Company's information or proxy statement and proxy, if applicable, relating to
that meeting.
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INCORPORATION OF DOCUMENTS
The Company, for purposes of its filing with the U.S. Securities and
Exchange Commission, hereby incorporates by reference its Annual Report on Form
10-K for the fiscal year ended December 31, 1997. The shareholders of the
Company will receive the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 along with the Information Statement.
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