SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
[Amendment No. _________]
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
ZEITGEIST WERKS, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
_X_ $125 per Exchange Act Rule 0-11(c)(l)(ii), or 14c-5(g).
___ Fee computed on table below per Exchange Act Rules 14c-5(g) and O-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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___ 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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<PAGE>
ZEITGEIST WERKS, INC.
3960 INCE BOULEVARD, SECOND FLOOR
CULVER CITY, CALIFORNIA 90232
________________________________
INFORMATION STATEMENT
________________________________
ACTION TAKEN BY WRITTEN CONSENT IN LIEU OF
SPECIAL MEETING OF SHAREHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
________________________________
The Information Statement will be first sent or given to shareholders on
or about July 25, 1996, in connection with the action which has been taken by
shareholders holding approximately 71% of the Company's outstanding common
stock by written consent in lieu of holding a special meeting of shareholders.
On July 3, 1996, shareholders holding 9,350,000 shares of the Company's
$.0001 par value common stock (the "Common Stock") signed a written consent
approving an amendment to the Company's Articles of Incorporation to change
the name of the Company to MediaX Corporation and approving a Stock Option
Plan. On July 3, 1996, there were 13,158,100 shares of Common Stock issued
and outstanding.
Pursuant to the provisions of the Nevada Business Corporation Act, any
action which can be taken at a meeting of stockholders may be taken without a
meeting if a written consent thereto is signed by stockholders holding at
least a majority of the voting power. Such a consent has been executed by the
Officers and Directors of the Company who own 71.1% of the shares outstanding.
Rule 14c-2 promulgated by the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, requires that the Company
prepare an Information Statement containing certain information related to the
action approved by written consent of a majority of the voting power, and to
mail the information statement to the Company's shareholders at least 20
calendar days prior to the date on which the corporate action is taken.
Therefore, the Company intends to change its name to MediaX Corporation as
soon as possible after the 20 day period has lapsed.
The affirmative vote of the holders of a majority of the shares of Common
Stock outstanding is required for the approval of an amendment to the Articles
of Incorporation and for the approval of the 1996 Stock Option Plan.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of July 3, 1996, as to the
shares of the Common Stock beneficially owned by each person who is the
beneficial owner of more than five percent (5%) of the Company's Common Stock,
each of the Company's Directors and by all of the Company's Directors and
Executive Officers as a group. Except as noted, each person has sole voting
and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Amount and
Name and Address Nature of Bene- Percent
of Beneficial Owners ficial Ownership of Class
-------------------- ---------------- --------
<S> <C> <C>
Nancy Poertner 7,437,500<FN1> 56.5%
Second Floor
3960 Ince Boulevard
Culver City, CA 90232
Rainer Poertner 7,437,500<FN1> 56.5%
3958 Ince Boulevard
Culver City, CA 90232
Matthew MacLaurin 956,250 7.3%
325A River Street
Santa Cruz, CA 95060
Gaben Chancellor 956,250 7.3%
325A River Street
Santa Cruz, CA 95060
Assisi Limited Partnership<FN1> 7,437,500 56.5%
10866 Wilshire Boulevard, 15th Floor
Los Angeles, CA 90024
Cabana Holdings Ltd.<FN2> 1,162,500 8.8%
3rd Floor, 25 Church Street
P.O. Box HM 2903
Hamilton, Bermuda
Mizzentop Holdings Ltd.<FN3> 1,162,500 8.8%
4 George Street
Nassau, Bahamas
Mark Moldenhauer 828,232 6.3%
13215 Braun Road
Golden, CO 80401
All Directors and Officers 9,350,000<FN1><FN2> 71.1%
as a Group (4 Persons) <FN3>
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<FN>
<FN1>
Assisi Limited Partnership is a Nevada limited partnership of which Nancy
Poertner is a General Partner and owns a 100% interest. Rainer Poertner may
be deemed to be a beneficial owner of the shares owned by Assisi Limited
Partnership by virtue of his spousal relationship to Nancy Poertner. Mr.
Poertner disclaims any beneficial interest in such shares.
<FN2>
Cabana Holdings Ltd. is a Bahamas corporation in which Mr. Daniel G. Taylor, a
Canadian citizen, has an indirect beneficial interest. Cabana Holdings Ltd.
and Mr. Taylor, however, disclaim ownership by Mr. Taylor of shares in the
Company.
<FN3>
Mizzentop Holdings Ltd. is a Bahamas corporation in which Mr. Kevin O'Neill, a
Canadian citizen, has an indirect beneficial interest. Mizzentop Holdings
Ltd. and Mr. O'Neill, however, disclaim ownership by Mr O'Neill of shares in
the Company.
</FN>
</TABLE>
AMENDMENT TO ARTICLES OF INCORPORATION
The Company's Officer and Directors have voted to change the
Company's name to MediaX Corporation to better identify the Company with the
products of the Company's wholly-owned subsidiary, MediaX, and to better
identify the Company as a multimedia production company.
On June 27, 1996, the Company's wholly-owned subsidiary, Zeitgeist,
Inc., completed its merger with MediaX in a transaction where MediaX, a
California corporation, merged with and into Zeitgeist, Inc., a Nevada
corporation. Pursuant to the transaction, the Company issued 2,037,500
restricted shares of its Common Stock to the three shareholders of MediaX and
agreed to pay $350,000 in cash to the three shareholders within the next six
months.
As part of the transaction, Assisi Limited Partnership surrendered
for cancellation 2,037,500 shares of Common Stock it owned.
MediaX is a multimedia production company based in Santa Cruz,
California, which has been in the multimedia production business for
approximately three years. It has produced interactive multimedia titles for
MCA Entertainment and EMI/Capital, and has created works for Toshiba, Dow
Jones, Apple Computer, New-Line Cinema, and I-Werks Entertainment.
Matthew MacLaurin, the President and a director of MediaX, has been
added to the Company's Board of Directors and he has been elected as Executive
Vice President of the Company.
Gaben Chancellor, a Vice President and Director of MediaX, has been
elected to serve as Vice President of Creative Development of the Company.
APPROVAL OF 1996 STOCK OPTION PLAN
DESCRIPTION OF THE PLAN
In April 1996, the Company's Board of Directors approved the
establishment of the 1996 Stock Option Plan (the "1996 Plan") subject to
approval of the Company's shareholders. The Board of Directors believes that
the 1996 Plan will advance the interests of the Company by encouraging and
providing for the acquisition of an equity interest in the success of the
Company by employees, officers, directors and consultants, and by providing
additional incentives and motivation toward superior Company performance. The
Board believes it will also enable the Company to attract and retain the
services of key employees, officers, directors and consultants, and by
providing additional incentives and motivation toward superior Company
performance. The Board believes it also will enable the Company to attract
and retain the services of key employees, officers, directors and consultants
upon whose judgment, interest and special effort the successful conduct of its
operations is largely dependent.
The 1996 Plan allows the Board to grant stock options from time to
time to employees, officers and directors of the Company and consultants to
the Company. The Board has the power to determine at the time the option is
granted whether the option will be an Incentive Stock Option (an option which
qualifies under Section 422 of the Internal Revenue Code of 1986) or an option
which is not an Incentive Stock Option. However, Incentive Stock Options will
only be granted to persons who are key employees of the Company. The total
number of shares of Common Stock subject to options under the 1996 Plan may
not exceed 1,000,000, subject to adjustment in the event of certain
recapitalizations, reorganizations and similar transactions. The option price
must be satisfied by the payment of cash.
The Board of Directors may amend the 1996 Plan at any time, provided
that the Board may not amend the 1996 Plan to materially increase the number
of shares available under the 1996 Plan, materially increase the benefits
accruing to Participants under the 1996 Plan, or materially change the
eligible class of employees without shareholder approval.
The Stock Option Plan became effective as of April 18, 1996, subject
to the approval by the Company's shareholders. Options may be granted under
the Plan from and after the effective date, but no options will be given
effect until and unless the Plan is approved by the shareholders. The Board
has issued a total of 678,164 options to employees and consultants of MediaX
in connection with the transaction with MediaX described above.
SHAREHOLDER PROPOSALS
The Board of Directors has not yet determined the date on which the
next annual meeting of shareholders will be held. Any proposal by a
shareholder intended to be presented at the Company's next annual meeting of
shareholders must be received at the offices of the Company a reasonable
amount of time prior to the date on which the information or proxy statement
for that meeting are mailed to shareholders in order to be included in the
Company's information or proxy statement relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Nancy Poertner, President
Culver City, California
July 15, 1996
