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
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 Section 240.14a-11(c) or
Section 240.14a-12
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PLAYORENA INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
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PLAYORENA INC.
150 VANDERBILT MOTOR PARKWAY, SUITE 311
HAUPPAUGE, NEW YORK 11788
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 7, 1999
NOTICE IS HEREBY GIVEN, that a Special Meeting of the Shareholders of
Playorena Inc. (the "Company") will be held at 36 West 44th Street, Suite 1201,
New York, New York 10036 on September 7, 1999 at 10:00 a.m. local time, for the
purpose of considering and acting upon the following, all to be effective upon
the consummation of certain transactions described herein:
1. The approval of an amendment to the Company's Certificate of Incorporation
(i) to change the name of the Company to "ETRAVNET.COM, Inc."; (ii) to
recapitulate the purposes for which the Company was formed; (iii) to effect
a reverse stock split whereby each issued and outstanding share of Common
Stock, $.001 par value per share ("Common Stock"), will be converted into
.027533 of a share of Common Stock; (iv) to increase the authorized number
of shares of Common Stock from 15,000,000 to 20,000,000; and (v) to
authorize the issuance, in one or more series, of an aggregate of 5,000,000
shares of Preferred Stock, $.001 par value per share, each such series
having the designation, relative rights, preferences or limitations as
shall be determined by the Board of Directors; and
2 Any and all matters that may properly come before the meeting and any
adjournment thereof.
The Board of Directors has fixed the close of business on August 17,
1999, as the record date for determining the shareholders entitled to vote at
the meeting and any adjournment thereof, and only the holders of Common Stock of
the Company of record at such date will be entitled to notice of and to vote at
the meeting. Such shareholders may vote in person or by proxy.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER,
WHETHER OR NOT YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING,
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ Lawrence E. Kaplan
Lawrence E. Kaplan
President
Hauppauge, New York
August 20, 1999
<PAGE>
PLAYORENA INC.
150 VANDERBILT MOTOR PARKWAY, SUITE 311
HAUPPAUGE, NEW YORK 11788
PROXY STATEMENT
GENERAL INFORMATION CONCERNING SOLICITATION
This proxy statement is furnished in connection with the solicitation
of proxies by and on behalf of the Board of Directors of Playorena Inc. (the
"Company"), to be held at 36 West 44th Street, Suite 1201, New York, New York
10036 on Tuesday, September 7, 1999 at 10:00 a.m. local time, or any
adjournments thereof. This Proxy Statement and accompanying proxy card are first
being sent to the shareholders of the Company on or about August 20, 1999.
Any proxy delivered in the accompanying form may be revoked by the
person executing the proxy at any time, before the authority thereby granted is
exercised, by written request addressed to the Secretary, Playorena, Inc., 150
Vanderbilt Motor Parkway, Suite 311, Hauppauge, New York 11788, or by attending
the meeting and electing to vote in person. Proxies received in such form will
be voted as therein set forth at the meeting or any adjournment thereof, but if
no instructions are given, such shares will be voted for (i) the approval of an
amendment to the Company's Certificate of Incorporation (a) to change the name
of the Company to "ETRAVNET.COM, Inc." (b) to recapitulate the purposes for
which the Company was formed, (c) to effect a reverse stock split whereby each
issued and outstanding share of Common Stock, $.001 par value per share ("Common
Stock"), will be converted into .027533 of a share of Common Stock (the "Reverse
Stock Split"), (d) to increase the authorized number of shares of Common Stock
from 15,000,000 to 20,000,000, and (e) to authorize the issuance, in one or more
series, of an aggregate of 5,000,000 shares of Preferred Stock, $.001 par value
per share, each such series having the designation, relative rights, preferences
and limitations as shall be determined by the Board of Directors; and (ii) the
transacting of such other business as may properly come before the meeting or
any adjournment thereof. The effective date of all such proposals approved of at
the meeting shall be the consummation of a transaction described under "The
Transaction" herein.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has selected the close of business on August 17,
1999 as the record date ("Record Date") for determining the shareholders
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
Shareholders present or represented and entitled to vote on any matter at the
meeting or any adjournment thereof will be entitled to one vote on such matter
for each share of the Common Stock of the Company held by them as of the record
date.
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THE TRANSACTION
THE MERGER
The Company intends to acquire the business of Global Travel Network,
LLC, a limited liability company organized under the laws of the state of
Delaware ("Global").
Global is a leading franchiser of independently-owned travel agencies.
In operation since 1982, Global now has over 400 locations throughout the United
States, including over 50 franchises located within Wal-Mart supercenter stores,
and international franchised agencies in 21 countries. Global has forged a
strategic alliance with GoGo Tours, a leading wholesaler of travel packages.
Separately, Liberty Travel, a major retailer of travel product, acquired a 10%
interest in Global prior to the Merger.
A wholly-owned subsidiary of the Company will merge with and into
Global in exchange for shares of Common Stock of the Company, with Global as the
surviving corporation (the "Merger"). Following the Merger, Global will be a
wholly-owned subsidiary of the Company.
The Merger will be completed pursuant to the Agreement and Plan of
Merger, dated as of July 27, 1999, by and among the Company, a subsidiary of the
Company, Global and the members of Global ("Global Merger Agreement"), pursuant
to which the Company's wholly-owned subsidiary formed for such purposes will
merge into Global in a tax free reorganization within the meaning of Sections
351 and/or 368 of the Internal Revenue Code of 1986, as amended. Members of
Global will exchange their membership interests in Global for an aggregate of
4,725,000 shares of Common Stock of the Company ("Global Purchase Stock").
See "Certain Relationships and Related Transactions" below for certain
obligations being undertaken by certain officers, members and affiliates of the
Company in connection with the Merger.
CHANGE IN CONTROL OF THE COMPANY
Giving effect to the Merger and the Reverse Stock Split, the Company's
current shareholders will own, on a fully diluted basis, approximately 5.5% of
the outstanding voting securities of the Company. The current shareholders of
the Company shall own an aggregate of approximately 275,000 shares of Common
Stock.
APPROVAL OF PROPOSALS REQUIRED TO EFFECT THE MERGER
The approval of each of the proposals contained herein is a condition
precedent to, or is otherwise in connection with, the consummation of the
Merger. Assuming approval by shareholders, the proposals contained in this Proxy
Statement shall be effective concurrent with the consummation of the Merger.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Lawrence Kaplan and Robert Rubin, each a principal shareholder and
director of the Company, upon consummation of the Merger and as an accommodation
to the Company, will execute and deliver an Assumption and Indemnification
Agreement, pursuant to which each such individual will agree, jointly and
severally for a period of up to one year from the Closing, to indemnify and hold
harmless the Company for all claims and liabilities with respect to (i)
virtually all pre-existing payables and liabilities of the Company prior to the
consummation of the Merger (which liabilities they will assume), (ii) any breach
of a representation or warranty of the Company (respecting matters no more than
five years old) in any document respecting the Merger and (iii) any default by
the Company with respect to its obligations pursuant to the Merger prior to the
consummation of the Merger.
On August 1, 1998, after giving effect to a previously approved
one-for-20 reverse stock split which was effective July 24, 1998, Robert Rubin,
Lawrence Kaplan, Alfred Romano (members of the Company's Board of Directors) and
Andrew Kaplan, a principal shareholder of the Company, purchased 3,049,944,
2,330,303, 138,113 and 2,335,417, shares of Common Stock of the Company,
respectively, for a purchase price equal to the amounts owed for the
cancellation of all indebtedness (and interest thereon) and for all previous
services rendered. On July 13, 1999, Robert Rubin and Lawrence Kaplan purchased
55,245 and 41,434 shares of Common Stock of the Company, respectively, in
exchange for certain cash contributions made by each of them to the Company.
On July 27, 1999, Lawrence Kaplan and Robert Rubin, along with Andrew
Kaplan, a principal shareholder, signed a Voting Agreement with Global, pursuant
to which they agreed to vote all their shares of Company Common Stock in favor
of the proposals set forth herein. As a result, the approval of the proposals is
essentially assured.
Effective upon consummation of the Merger, each of the current
directors and officers will resign from their positions, to be replaced by
nominees of Global.
EXECUTIVE COMPENSATION
The summary compensation table is omitted because no compensation for
services in all capacities to the Company was awarded, earned by or paid to the
President of the Company for the fiscal years ended November 30, 1998, 1997 or
1996, and no other executive officer of the Company received salary and bonus in
excess of $100,000 during the fiscal years ended November 30, 1998, 1997 or
1996.
No director of the Company received any remuneration from the Company
as such. Directors do not currently receive fees or other remuneration from the
Company.
PRINCIPAL SHAREHOLDERS AND HOLDINGS OF MANAGEMENT
The following table sets forth certain information as of July 28, 1999,
regarding (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each director,
nominee and executive officer of the Company and (iii) all officers and
directors as a group.
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<TABLE>
<CAPTION>
AMOUNT
AND NATURE
NAME & ADDRESS OF OF BENEFICIAL PERCENTAGE
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
- ----------------- ------------------------------ ------------------ ---------------
<S> <C> <C> <C>
Common Stock Lawrence Kaplan 2,426,459 24.29%
150 Vanderbilt Motor Parkway
Suite 311
Hauppauge, New York 11788
Common Stock Andrew Kaplan 2,389,583 23.92%
150 Vanderbilt Motor Parkway
Suite 311
Hauppauge, New York 11788
Common Stock Robert Rubin 3,241,355 32.45%
25 Highland Boulevard
Dix Hills, New York 11746
Common Stock Alfred Romano 138,668 1.38%
4 Wagon Wheel Lane
Dix Hills, New York 11746
All Directors and Executive Officers as group (3 persons) 5,806,482 58.13%
</TABLE>
Giving effect to the consummation of the Merger and the Reverse Stock
Split, the current shareholders of the Company will collectively own
approximately 5.5% of the outstanding voting securities of the Company, on a
diluted basis. Concurrent with the closing of the Merger, the incumbent officers
and directors of the Company will be replaced by the officers and directors of
Global.
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PROPOSAL 1--AMENDMENT TO THE CERTIFICATE OF INCORPORATION ("AMENDMENT") (A) TO
CHANGE THE NAME OF THE COMPANY TO ETRAVNET.COM, INC., (B) TO RECAPITULATE THE
PURPOSES FOR WHICH THE COMPANY WAS FORMED, (C) TO EFFECT A REVERSE STOCK SPLIT
WHEREBY EACH ISSUED AND OUTSTANDING SHARE OF COMMON STOCK, $.001 PAR VALUE PER
SHARE, WILL BE CONVERTED INTO 0.027533 OF A SHARE OF COMMON STOCK, (D) TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 15,000,000 TO
20,000,000, AND (E) TO AUTHORIZE THE ISSUANCE, IN ONE OR MORE SERIES, OF AN
AGGREGATE OF 5,000,000 SHARES OF PREFERRED STOCK, $.001 PAR VALUE PER SHARE,
EACH SUCH SERIES HAVING THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS, AS SHALL BE DETERMINED BY THE BOARD OF DIRECTORS.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. Proxies
solicited by the Board of Directors will be so voted unless shareholders specify
otherwise in their proxy.
DESCRIPTION
A. CHANGE OF NAME
Global has requested that the Company's name be changed to
"ETRAVNET.COM, Inc." Global desires that, upon the completion of the Merger, the
Company's name reflect its business as a national travel service and agency
offering both retail and Web-based services.
B. RECAPITULATION OF PURPOSES OF THE COMPANY
The purposes for which the Company was formed, as set forth in its
Certificate of Incorporation ("Certificate"), shall be recapitulated by stating
that the purpose of the Company shall be to engage in any lawful act or activity
for which a corporation may be organized under the New York Business Corporation
Law, other than any act or activity requiring the consent or approval of any
state official, department, agency, board or other body without such approval or
consent first being obtained. Although the Certificate presently permits the
Company to engage in any lawful act or activity, the Certificate also sets forth
specific purposes such as the operation of gymnasium facilities for recreational
and general health purposes. In anticipation of the completion of the
Transactions, Global desires that the Company's Certificate no longer reflect
the prior business of the Company.
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C. REVERSE STOCK SPLIT
REASON FOR REVERSE STOCK SPLIT; DILUTION
The consummation of the Merger is contingent upon each share of Common
Stock issued and outstanding, without any action on the part of any holder
thereof, being converted into .027533 of a share of Common Stock. Shareholders
holding shares of Common Stock in an amount not divisible by .027533 will
receive, in lieu thereof, one full additional share.
The Reverse Stock Split would apply to all shares of the Company's
Common Stock outstanding on the date immediately prior to the closing of the
Merger, but will not be effective until the consummation of the Merger. Giving
effect to the consummation of the Merger, the holders of Common Stock will
collectively own approximately 5.5% of the outstanding voting securities of the
Company on a diluted basis.
The principal purpose of the Reverse Stock Split is to fulfill the
provisions and requirements of the Global Merger Agreement, which provides that
the Company's currently outstanding Common Stock be reduced to approximately
275,000 shares of Common Stock.
EXCHANGE OF STOCK CERTIFICATES
Assuming the Reverse Stock Split is approved by the shareholders,
shareholders will be required to exchange their stock certificates for new
certificates representing the shares of Common Stock giving effect to the
Reverse Stock Split. The new stock certificates will also reflect a prior
one-for-twenty reverse stock split approved by the shareholders at a special
meeting held on February 7, 1997, and effected as of July 31, 1998. Shareholders
will be furnished with the necessary materials and instructions for the
surrender and exchange of stock certificates at the appropriate time by the
Company's transfer agent. Shareholders will not be required to pay a transfer or
other fee in connection with the exchange of certificates. SHAREHOLDERS SHOULD
NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO.
FEDERAL INCOME TAX CONSEQUENCES OF REVERSE STOCK SPLIT
The following description of Federal income tax consequences is based
upon the Internal Revenue Code of 1986, as amended, the applicable Treasury
Regulations promulgated thereunder, judicial authority and current
administrative rulings and practices as in effect on the date of this Proxy
Statement. This discussion is for general information only and does not discuss
consequences which may apply to special classes of taxpayers (e.g., non-resident
aliens, brokers-dealers or insurance companies). Shareholders are urged to
consult their own tax advisors to determine the particular consequences to them.
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The exchange of shares of Common Stock for shares of Common Stock
giving effect to the Reverse Stock Split will not result in recognition of gain
or loss. The holding period of the shares of new Common Stock will include the
shareholder's holding period for the shares of Common Stock exchanged therefor,
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 shares of Common Stock exchanged therefor.
D. INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM
15,000,000 TO 20,000,000.
The Company's authorized capital stock consists of 15,000,000 shares of
Common Stock, $.001 par value per share. Global has requested the amendment of
the Company's Certificate of Incorporation to increase the authorized number of
shares of Common Stock from 15,000,000 to 20,000,000. This will enhance Global's
flexibility in issuing shares to complete acquisitions, reward employees,
convert obligations or for other purposes, but Global has not stated its current
intent to do so.
E. AUTHORIZATION TO ISSUE, IN ONE OR MORE SERIES, AN AGGREGATE OF
5,000,000 SHARES OF PREFERRED STOCK, $.001 PAR VALUE PER SHARE, EACH SUCH SERIES
HAVING THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES OR LIMITATIONS, AS SHALL BE
DETERMINED BY THE BOARD OF DIRECTORS.
The Company seeks to amend its Certificate of Incorporation to
authorize the issuance of 5,000,000 shares of Preferred Stock. The Board of
Directors has adopted and submitted to shareholders for approval an amendment to
its Certificate to authorize the issuance of up to 5,000,000 shares of Preferred
Stock, $.001 par value per share.
After the filing of the Amendment, the Board of Directors of the
Company shall have the authority to specify the designation, relative rights,
preferences and limitations of up to 5,000,000 shares of Preferred Stock. It is
not possible to determine the actual effect of any to-be designated series of
Preferred Stock on the rights of the shareholders of the Company until the Board
of Directors determines the rights of the holders of such series of the
Preferred Stock. However, such effects might include (i) restrictions on the
payment of dividends to the holders of the Common Stock, (ii) dilution of voting
power to the extent that the holders of shares of Preferred Stock are given
voting rights, (iii) dilution of the equity interests and voting power if the
Preferred Stock is convertible into Common Stock, and (iv) restrictions upon any
distribution of assets to the holders of the Common Stock upon liquidation or
dissolution, and until the satisfaction of any liquidation preference granted to
the holders of Preferred Stock. Shareholders will not have preemptive rights to
subscribe for shares of Preferred Stock.
The Board of Directors believes that the authorization of the Preferred
Stock is in the best interests of the Company and its shareholders, and believes
that it is advisable to authorize such shares and have them available in
connection with possible future transactions such as financings,
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strategic alliances, corporate mergers, acquisitions, possible funding of new
product programs or businesses and other uses not presently determinable and as
may be deemed to be feasible and in the best interests of the Company. In
addition, the Board of Directors believes that it is desirable that the Company
have the flexibility to issue shares of Preferred Stock without further
shareholder action, except as otherwise provided by law.
The proposed Certificate of Amendment to the Company's Certificate of
Incorporation is attached hereto as Exhibit A.
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OTHER BUSINESS
The Board of Directors of the Company knows of no other matters to be
presented at the Special Meeting of Shareholders. However, if any other matters
properly come before the meeting, or any adjournment thereof, it is intended
that proxies in the accompanying form will be voted in accordance with the
judgment of the persons named therein.
CANCELLATION OF PREVIOUSLY SCHEDULED MEETING
As contemplated in connection with the proposed acquisition of two
separate companies which are providers of wireless voice and data products and
systems to the private two-way land mobile radio industry (the "Terminated
Acquisitions"), as more particularly described in the Company's most recent
Annual Report on Form 10-KSB, a proxy statement was mailed to shareholders of
the Company on or about February 9, 1999, calling a special meeting of
shareholders for February 19, 1999 (the "Meeting"), and requesting approval by
the Company's shareholders of certain matters related to the Terminated
Acquisitions.
As a result of certain uncertainties concerning the Terminated
Acquisitions, on February 19, 1999, the Meeting was duly called to order, upon
which the shareholders of the Company voted to adjourn the Meeting until March
11, 1999. On March 11, 1999, the Meeting was called to order and the
shareholders voted to adjourn the Meeting to April 12, 1999. On April 12, 1999
the Meeting was called to order and the shareholders voted to adjourn the
Meeting to May 18, 1999. On May 18, 1999 the meeting was called to order and was
thereupon canceled because the other parties to the Terminated Acquisitions
canceled the agreement relating thereto on April 22, 1999.
COST OF SOLICITATION
Solicitation other than by mail may be made personally and by telephone
by regularly employed officers and employees of the Company who will not be
additionally compensated therefor. The Company will request brokers, dealers,
banks or voting trustees, or their nominees, who hold stock in their names for
others or hold stock for others who have the right to give voting
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instructions, to forward proxy materials to their principals and request
authority for the execution of the proxy card and will reimburse such
institutions for their reasonable expenses in so doing. The total cost of
soliciting proxies will be borne by the Company.
It is important that your shares be represented at the meeting. If you
are unable to be present in person, you are respectfully requested to sign the
enclosed proxy and return it in the enclosed stamped and addressed envelope as
promptly as possible.
By Order of the Board of Directors,
Lawrence E. Kaplan
President
Hauppauge, New York
August 20, 1999
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EXHIBIT A
CERTIFICATE OF AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION OF
PLAYORENA INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned President of PLAYORENA INC. ("Corporation"), does hereby
certify and say:
1. The name of the corporation is PLAYORENA INC.
2. The Certificate of Incorporation was filed by the Department of
State of the State of New York on December 4, 1981.
3. Article FIRST of the Certificate of Incorporation, which sets forth
the name of the Corporation, is hereby amended to read as follows:
FIRST: The name of the Corporation is ETRAVNET.COM, Inc.
4. Article SECOND of the Certificate of Incorporation, which sets forth
the purposes for which the Corporation was formed, is hereby amended to read as
follows:
SECOND: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized
under the New York Business Corporation Law, other than any
act or activity requiring the consent or approval of any state
official, department, agency, board or other body without such
approval or consent first being obtained.
5. Article THIRD of the Certificate of Incorporation, which sets forth
the location of the Corporation's office in the State of New York, is hereby
amended to read as follows:
THIRD: The office of the corporation within the State of New
York shall be located in [New York County.]
6. Article FOURTH of the Certificate of Incorporation, which sets forth
the aggregate number, class, and par value of the shares which the Corporation
shall have the authority to issue, is hereby amended to increase the authorized
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number of shares of common stock which the Corporation shall have the authority
to issue and to authorize the issuance of a new class of preferred stock.
Article FOURTH, as amended hereby, shall read in its entirety as follows:
FOURTH: The aggregate number of shares which the corporation
shall have the authority to issue is Twenty-Five Million
(25,000,000) shares, of which (i) Twenty Million (20,000,000)
shares shall be designated as Common Stock ("Common Stock")
and shall have a par value of $.001 per share, and (ii) Five
Million (5,000,000) shares shall be designated as Preferred
Stock ("Preferred Stock") and shall have a par value of $.001
per share.
The Preferred Stock may be issued in one or more
series, from time to time, with each such series to have such
designation, relative rights, preferences or limitations, as
shall be stated and expressed in the resolution or resolutions
providing for the issue of such series adopted by the Board of
Directors of the Corporation, subject to the limitations
prescribed by law and in accordance with the provisions
hereof, the Board of Directors being hereby expressly vested
with authority to adopt any such resolution or resolutions.
The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited
to, the determination or fixing of the following:
i) The distinctive designation and number of
shares comprising such series, which number may (except where
otherwise provided by the Board of Directors in creating such
series) be increased or decreased (but not below the number of
shares then outstanding) from time to time by like action of
the Board of Directors;
ii) The dividend rate of such series, the
conditions and time upon which such dividends shall be
payable, the relation which such dividends shall bear to the
dividends payable on any other class or classes of stock or
series thereof, or any other series of the same class, and
whether such dividends shall be cumulative or non-cumulative;
iii) The conditions upon which the shares of such
series shall be subject to redemption by the Corporation and
the times, prices and other terms and provisions upon which
the shares of the series may be redeemed;
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iv) Whether or not the shares of the series shall
be subject to the operation of a retirement or sinking fund to
be applied to the purchase or redemption of such shares and,
if such retirement or sinking fund be established, the annual
amount thereof and the terms and provisions relative to the
operation thereof;
v) Whether or not the shares of the series shall
be convertible into or exchangeable for shares of any other
class or classes, with or without par value, or of any other
series of the same class, and, if provision is made for
conversion or exchange, the times, prices, rates, adjustments
and other terms and conditions of such conversion or exchange;
vi) Whether or not the shares of the series shall
have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights;
vii) The rights of the shares of the series in the
event of voluntary or involuntary liquidation, dissolution or
upon the distribution of assets of the Corporation;
viii) Any other powers, preferences and relative
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of the
shares of such series, as the Board of Directors may deem
advisable and as shall not be inconsistent with the provisions
of this Certificate of Incorporation.
The holders of shares of the Preferred Stock of
each series shall be entitled to receive, when and as declared
by the Board of Directors, out of funds legally available for
the payment of dividends, dividends (if any) at the rates
fixed by the Board of Directors for such series before any
cash dividends shall be declared and paid or set apart for
payment, on the Common Stock with respect to the same dividend
period.
The holders of shares of the Preferred Stock of
each series shall be entitled, upon liquidation or dissolution
or upon the distribution of the assets of the Corporation, to
such preferences as provided in the resolution or resolutions
creating such series of Preferred Stock, and no more, before
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any distribution of the assets of the Corporation shall be
made to the holders of shares of the Common Stock. Whenever
the holders of shares of the Preferred Stock shall have been
paid the full amounts to which they shall be entitled, the
holders of shares of the Common Stock shall be entitled to
share ratably in all remaining assets of the Corporation.
7. The stated capital of the Corporation is reduced from $_________ to
$____________ by changing issued shares with par value into a lesser number of
shares with the same par value.
8. This amendment provides for the following changes of shares:
Issued Shares. The amendment provides for a change in the
previously authorized and issued 9,988,018 shares of
common stock, $.001 par value per share, into 275,000 shares
of common stock, $.001 par value per share, in the ratio of
.027533 share for each share of common stock.
Unissued Shares. The amendment provides for a change in the
previously authorized and unissued 5,011,982 shares of common
stock, $.001 par value per share, into 137,995 shares of
common stock, $.001 par value per share, in the ratio of
.027533 shares of common stock, $.001 par value per share for
each share of common stock, without giving effect to the
changes set forth in Section 6 above.
9. The foregoing amendment to the Certificate of Incorporation was
authorized by the Board of Directors followed by approval by the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of
shareholders.
IN WITNESS WHEREOF, I have subscribed this certificate this ____ day of
September, 1999 and I hereby affirm the statements contained herein as true
under the penalties of perjury.
-----------------------------------------------
LAWRENCE KAPLAN, PRESIDENT
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PLAYORENA INC.
PROXY - SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 7, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Lawrence Kaplan and Robert Rubin as
Proxies, each with the power to appoint and substitute, and hereby authorizes
them to represent and to vote, as designated below, all of the shares of Common
Stock, $.001 per value per share, of Playorena, Inc. held of record by the
undersigned on August 17, 1999, at the Special Meeting of Shareholders to be
held on September 7, 1999, or any adjournment thereof.
1. Authorization of an amendment to the Company's Certificate of
Incorporation, as described in the accompanying Proxy
Statement.
/ / / / / /
FOR AGAINST ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
This proxy statement is solicited on behalf of the Board of Directors.
This proxy when properly executed will be voted in the manner directed on the
face hereof. If no direction is made, this proxy will be voted FOR the amendment
to the Company's Certificate of Incorporation.
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Please date, sign and return the proxy card promptly in the
accompanying envelope. No postage is required. If you furnish a proxy and
subsequently attend the Special Meeting in person, you may vote in person.
----------------------------
Signature of Shareholder
-----------------------------
Signature of Shareholder
Dated: , 1999
NOTE: PLEASE SIGN EXACTLY AS THE NAME APPEARS HEREON. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS AN
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
FURNISH FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY THE PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
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