Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by the Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
LAS VEGAS ENTERTAINMENT NETWORK, INC.
(Name of Registrant as Specified In Its Charter)
LAS VEGAS ENTERTAINMENT NETWORK, INC.
(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), or 14a-6(I)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(I)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(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:
(4) Proposed maximum aggregate value of transaction:
[ ] 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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APPOINTMENT OF PROXY
LAS VEGAS ENTERTAINMENT NETWORK, INC.
Special Meeting of Stockholders -- July 9, 1998
The undersigned hereby appoints JOSEPH A. CORAZZI and CARL SAMBUS and each
of them (with full power to act without the other), the true and lawful proxies
of the undersigned, each having full power to substitute, to represent the
undersigned and to vote all shares of stock of LAS VEGAS ENTERTAINMENT NETWORK,
INC. (the "Company") which the undersigned would be entitled to vote if
personally present at the Special Meeting of Stockholders (the "Meeting") of LAS
VEGAS ENTERTAINMENT NETWORK, INC., to be held at 24901 Dana Point Harbor Drive,
Suite 200, Dana Point, California 92629, on July 9, 1998, at the hour of 10:00
a.m., local time.
1. FOR [ ] WITHHOLD [ ] an amendment to the Certificate of Incorporation
to effect a one-for-twenty reverse stock split of the Common Stock.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
CORPORATION. THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION OR, IF A
CONTRARY INSTRUCTION IS INDICATED IN ACCORDANCE WITH SUCH INSTRUCTIONS.
All other proxies heretofore given by the undersigned to vote shares of
stock of LAS VEGAS ENTERTAINMENT NETWORK, INC. which the undersigned would be
entitled to vote if personally present at said Meeting or any adjournment
thereof are hereby expressly revoked.
This proxy may be revoked at any time prior to the voting hereof.
NOTE: Please date this proxy and sign it exactly as your name or names
appear on your shares. If signing as an attorney, executor, administrator,
guardian or trustee, please give full title as such. If a corporation, please
sign full corporate name by duly authorized officer or officers, affix corporate
seal and attach a certified copy of resolution or bylaws evidencing authority.
(Date)
(Signature)
(Signature)
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LAS VEGAS ENTERTAINMENT NETWORK, INC.
1801 Century Park East, 23rd Floor
Los Angeles, California 90067
NOTICE OF SPECIAL MEETING
To Be Held
July 9, 1998
NOTICE IS HEREBY GIVEN, in accordance with the provisions of Section 222 of
the General Corporation Law of the State of Delaware, that a special meeting of
the stockholders (the "Meeting") of Las Vegas Entertainment Network, Inc., a
Delaware corporation (the "Company"), whose principal executive offices are
located at 1801 Century Park East, 23rd Floor, Los Angeles, California 90067,
will be held as follows:
Place: Hand & Hand
24901 Dana Point Harbor Drive
Suite 200
Dana Point, California 92629
Date: July 9, 1998
Time: 10:00 a.m.
The purpose of the Meeting is to vote on a one-for-twenty reverse split of
the Company's Common Stock.
The Board of Directors has fixed the close of business on June 18, 1998, as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting.
Shares can be voted at the Meeting only if the record holder thereof is
present at the meeting or represented by proxy. To insure the presence of a
quorum at the Meeting, you are requested to sign and date the accompanying
Appointment of Proxy and return it promptly in the enclosed return envelope. The
giving of such Appointment of Proxy will not affect your rights to vote in
person in the event you attend the Meeting.
By Order of The Board of Directors
June 19, 1998 Carl A. Sambus
Secretary
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LAS VEGAS ENTERTAINMENT NETWORK, INC.
1801 Century Park East, 23rd Floor
Los Angeles, California 90067
PROXY STATEMENT
Mailing Date: June 19, 1998
SPECIAL MEETING OF STOCKHOLDERS
To Be Held July 9, 1998
General
This Proxy Statement is furnished to the holders of Common Stock, $.001
par value per share (the "Common Stock"), of Las Vegas Entertainment Network,
Inc. (the "Company"), on behalf of the Company, in connection with its
solicitation of Appointments of Proxy in the form enclosed herewith for use at a
special meeting of stockholders (the "Meeting") to be held on July 9, 1998, and
at any adjournments thereof. The Meeting will be held at 10:00 a.m. local time,
on the above date, at the Law Offices of Hand & Hand, 24901 Dana Point Harbor
Drive, Suite 200, Dana Point, California 92629. The matters to be acted upon at
the Meeting are set forth in the accompanying Notice of Meeting.
The cost of this solicitation of Appointments of Proxy will be borne by
the Company. In addition to the solicitation of Appointments of Proxy by mail,
certain officers, directors and regular employees of the Company, without
additional renumeration, may solicit Appointments of Proxy personally or by
telephone, telegraph or cable. Arrangements will also be made with brokerage
firms and other nominee holders for forwarding proxy materials to the beneficial
owners of shares of the Common Stock, and the Company will reimburse such
persons for reasonable out-of-pocket expenses incurred by them in connection
therewith.
Voting of Appointments of Proxy
The persons named in the enclosed Appointment of Proxy as proxies to
represent shareholders at the Meeting are Carl A. Sambus and Joseph A. Corazzi.
An Appointment of Proxy which is properly executed and returned, and not
revoked, will be voted in accordance with the directions contained therein. If
no directions are given, that Appointment of Proxy will be to vote FOR the
Proposal described herein. On any other matters that may come before the
meeting, each Appointment of Proxy will be voted in accordance with the best
judgment of the proxies.
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Revocability of Appointments of Proxy
An Appointment of Proxy may be revoked by the shareholder at any time
before it is exercised by filing with the Secretary of the Company a written
revocation or a duly executed Appointment of Proxy bearing a later date, or by
attending the Meeting and announcing his intention to vote in person.
Record Date and Voting Rights
The close of business on June 18, 1998 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting. Only those shareholders of record on that date will be entitled to
vote on the proposals described herein.
The voting securities of the Company are the shares of its Common
Stock, of which 34,898,349 shares were issued and outstanding as of June 18,
1998. All outstanding shares are entitled to one vote on each matter submitted
for voting at the Meeting.
Beneficial Ownership of Common Stock
Directors and Officers. The following table sets forth the beneficial ownership
of the Company's Common Stock as of June 18, 1998, by each of the Company's
current directors and nominees for election as director, and by all directors
and officers of the Company as a group.
<TABLE>
<CAPTION>
Amount of
Name and Beneficial Percent of
Address Ownership Class
<S> <C> <C>
Joseph A. Corazzi(1) 4,795,872 12.3.%
505 Marquette
Albuquerque, New Mexico 87102
Carl A. Sambus(2) 292,500 *
88 10th Street
Garden City, NY 11530
Paul Whitford(3) 100,000 *
1208 Cochise Drive
Arlington, Texas 76012
Jefferson Simmons - *
181 Glen Oban Drive
Arnold, MD 21012
All Directors and Executive Officers 5,188,372 13.0%
as a Group (4 persons)(3)
</TABLE>
* Less than 1%
(1) Includes 665,872 shares owned by Mr. Corazzi; 130,000 shares issuable
pursuant to an option granted to Mr. Corazzi under the Company's Stock
Option Plan, and 4,000,000 shares issuable under options not granted
under the Stock Option Plan.
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(2) Includes options to purchase 250,000 shares of Common Stock granted to
Mr. Sambus.
(3) Includes options to purchase 100,000 shares of Common Stock granted to
Mr. Whitford.
By virtue of their share ownership and/or management positions, Messrs.
Sambus and Corazzi may be deemed "promoters" and "parents" of the Company as
those terms are defined in the rules and regulations under the Securities Act
requirements.
PROPOSAL NO. 1:
AMENDMENT OF ARTICLES OF INCORPORATION - REVERSE STOCK SPLIT
The Board of Directors wishes the shareholders to approve or disapprove
a 1-for-20 reverse stock split of the Company's Common Stock. The purpose of a
reverse stock split is to comply with NASDAQ's minimum bid requirement of $1.00
per share, which became effective on February 23, 1998. The Company's Common
Stock is traded under the symbol "LVEN." As of June 15, 1998 the bid price of
the Common Stock was $.0625 per share. If the reverse split is not approved the
Company's stock will no longer be listed on NASDAQ as of approximately July 15.
Since there is currently a limited market for the Common Stock there can be no
assurance that even after the reverse stock split the bid price of the Common
Stock will equal or exceed $1.00.
The Board of Directors wishes that the shareholders be apprised of the
following information so that they can evaluate the advisability of the reverse
split; however, management has not determined what effect the MG Entertainment
contract or the future development of other Brazilian possibilities will have on
the issue of the reverse split.
On May 25, 1998, the Company entered into an agreement with MG
Entertainment, a Brazilian Company ("MG"), to sell and deliver to MG
10,000 electronic bingo machines to be delivered at approximately 1,000
machines per month over a twelve month period. The agreement provides
that the Company will be the exclusive provider to MG of the machines,
or any other gaming machines, up through 2008. The total expected cash
payment for each machine is $145,317 which shall be made by MG in 120
monthly installments as follows; four consecutive monthly installments
of $1,307 starting 30 days after each machine is delivered, and
thereafter, 116 monthly installments as follows; 25 monthly
installments of $932, then 25 monthly installments of $1,065; and the
remainder in monthly installments $1,331. For financial statement
purposes if the contract and business plan goes forward the Company
will reflect a purchase price for each machine of approximately $81,000
(based upon an imputed interest rate of 10%) with $64,317 to be
reflected as interest income over the life of the contract. The
installed costs to the Company for each machine are estimated to be
approximately $12,000.00, which cost may vary depending on the style
and accessories provided.
The Company is currently seeking financing for the purchase,
installation and service of the machines from Sega Gaming Technologies,
Inc. and CL-9, which financing has not been secured at this time.
Several sources have expressed an interest in providing the necessary
funding. However, there can be no assurance that any funding will be
obtained, that the machines will ultimately be installed, nor that the
Company will receive any revenue from MG. The Company has not had the
opportunity to fully review the currency, economic and political risks
attendant, on doing business outside the United States. It is
management's intent to secure the funding and provide for sufficient
insurance coverage to insure the safe placement of all equipment in
Brazil. The Company is also preparing a contract for the development of
a telecommunications business in Brazil. The contract has been sent to
a large Brazilian
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telecommunications company for final comments. However, there is no
assurance that the contract will be executed or that if executed the
Company will be able to finance or proceed with the intended business
of providing a cellular service in Brazil.
Under the proposed amendment, each outstanding twenty shares of Common
Stock will be reclassified as one new share of Common Stock. Fractional shares
will be rounded to the nearest whole share. The effect on the Company's
financial statements of the reverse stock split will be the increase of
additional paid-in capital by $17,013, and to decrease the Common Stock amount
on the financial statements by a like amount.
The above amendment to the Articles of Incorporation requires the vote
of a majority of all shareholders.
Because, among other factors, there is a relatively small number of
market makers, it is possible that the price of the stock will continue to
decline following the reverse split.
However, it may be less costly, less time consuming and more likely
that a company can obtain financing for projects as a NASDAQ listed company.
Therefore, the Board of Directors recommends that the shareholders vote
FOR this proposal, although, at the present time, it is difficult to ascertain a
reverse split's overall importance and/or the long-term performance of the
Company's stock.
OTHER MATTERS
The Board of Directors knows of no other business which will be brought
before the Meeting. Should other matters properly come before the Meeting, the
proxies will vote all Appointments of Proxy received according to their best
judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Carl S. Sambus
Secretary
June 19, 1998
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