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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Las Vegas International
(Name of Registrant as Specified In Its Charter)
N/A
(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)(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:
Notes:
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LAS VEGAS ENTERTAINMENT NETWORK, INC.
1801 Century Park East, 23/rd/ Floor
Los Angeles, California 90067
NOTICE OF SPECIAL MEETING
June 14, 1999
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") will be held at the Law Offices of Hand &
Hand located at 24351 Pasto Road, Suite B, Dana Point, California 92629 on June
14, 1999, at 10:00 a.m. The special meeting will be held for the following
purpose, as more fully described in the attached Proxy Statement:
1. To vote on ratifying the agreement to purchase fifty percent
(50%) of the voting shares of stock of Sulmatic Administradora De Bens Ltd.
("Sulmatic") for the purchase price of Five Million Five Hundred Thousand
Dollars ($5,500,000). In exchange for issuance of 500,000 restricted shares of
the Company's common stock to each of six trusts, the Company will receive
consideration of approximately Three Hundred Five Million Dollars ($305,000,000)
in the form of bank guarantees, gold certificates and cash, which will be used
to fund the Sulmatic acquisition and provide additional financing for the
Company's future expansion.
The Board of Directors has fixed the close of business on May 28, 1999, 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 Proxy
and return it promptly in the enclosed return envelope. The giving of such
Proxy will not affect your rights to vote in person in the event you attend the
Meeting.
By Order of the Board of Directors
/s/ CARL A. SAMBUS
Carl A. Sambus
Secretary
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LAS VEGAS ENTERTAINMENT NETWORK, INC.
1801 Century Park East, 23/rd/ Floor
Los Angeles, California 90067
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
June 14, 1999
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 proxies in the form enclosed herewith for use at a special meeting of
shareholders (the "Meeting") to be held on June 14, 1999, 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, 24351 Pasto Road, Suite B, 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 preparing, assembling and mailing this solicitation of Proxy
will be borne by the Company. In addition to the solicitation of Proxy by mail,
certain officers, directors and regular employees of the Company, without
additional renumeration, may solicit Proxies 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.
Annual Report on Form 10-KSB for Last Fiscal Year
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1998, as filed with the Securities and Exchange Commission
("Commission"), including audited financial statements at October 31, 1998, and
for the two fiscal years then ended, is available to stockholders without charge
upon written request addressed to the Company at its address listed above.
Reports filed by the Company with the Commission subsequent to this date,
including Form 8-K filed on May 19, 1999, are also available through the
Commission's EDGAR Database of Corporate Information, which can be accessed on
the Internet at the Commission's URL address, http://www.sec.gov.
Voting of Proxy
The persons named in the enclosed Proxy as proxies to represent
shareholders at the Meeting are Carl A. Sambus and Joseph A. Corazzi. A 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 Proxy will be to vote FOR the proposal described herein. On any other
matters that may come before the meeting, each Proxy will be voted in accordance
with the best judgment of the Proxies.
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Revocability of Proxy
A 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 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 May 28, 1999, 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 2,609,667 shares were issued and outstanding as of April 30, 1999. 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 April 30, 1999, 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>
Number of Shares
of
Common Stock
Names and Addresses Beneficially Owned Percent
- ------------------- ------------------ -------
<S> <C> <C>
Joseph A. Corazzi/(1)/ 444,794 17.0%
505 Marquette
Albuquerque, New Mexico 87102
Carl A. Sambus/(2)/ 76,625 2.9%
88 10th Street
Garden City, NY 11530
Paul Whitford 10,000 *
1208 Cochise Drive
Arlington, Texas 76012
Jefferson Simmons 10,000 *
181 Glen Oban Drive
Arnold, Maryland 21012
All Directors and Executive 541,419 20.75%
Officers as a Group (4 persons)/(3)/
</TABLE>
* Less than 1%
- ---------------------------------
(1) Includes 233,294 shares owned by Mr. Corazzi; 6,500 shares issuable
pursuant to an option granted to Mr. Corazzi under the Company's Stock
Option Plan, 200,000 shares issuable under options not granted under the
Stock Option Plan.
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(2) Includes options to purchase 12,500 shares of Common Stock granted to Mr.
Sambus.
(3) Includes options to purchase 12,500 shares of Common Stock granted to Mr.
Sambus, options to purchase 206,500 shares granted to Mr. Corazzi and
62,000 shares of stock issued to Mr. Sambus in lieu of accrued salary.
By virtue of their share ownership and/or management positions, Messrs.
Sambus and Corazzi may be deemed "promoters" of the Company as defined under the
rules and regulations of the Securities Act of 1933, as amended.
Compliance With Section 16(a) of the Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors, and persons who own more than 10% of a registered class of
the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the National
Association of Security Dealers, Inc. Executive officers, directors, and greater
than 10% beneficial owners are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such reports furnished to the
Company and written representations that no other reports were required, the
Company believes that during the fiscal year ended October 31, 1998, the
Company's officers, directors and greater than 10% beneficial owners complied
with all applicable Section 16(a) filing requirements.
Proposal to Approve and Ratify Agreement to Acquire Interest in Sulmatic
Administradora De Bens Ltd. and Issue Restricted Common Stock
On April 27, 1999, Casino Co. Ltda. ("CCL"), a wholly-owned subsidiary of
the Company, as buyer, and the principal shareholder (the "Seller") of Sulmatic
Administradora De Bens Ltd. ("Sulmatic") executed a document entitled Sales
Contract (the "Sales Contract"), pursuant to which CCL agreed to purchase from
the Seller the Seller's one-half interest in Sulmatic for a purchase price of
Five Million Five Hundred Thousand Dollars ($5,500,000). The remaining one-half
interest in Sulmatic, subject to a final contract, would be owned by L. G.
Cirsa, a manufacturer of gaming equipment. This transaction may take the form
of an asset purchase and the formation of a new entity.
Sulmatic is a Brazilian corporation which currently operates approximately
500 electronic gaming machines throughout Brazil, and has stated that it intends
to install an additional 500 machines by June 1, 1999. Under the terms of the
Sales Contract, CCL is required to pay Three Million Dollars ($3,000,000) forty
five days from the date of a definitive agreement, which obligation has been
secured by the pledge of a Gold Certificate for 10,601 Troy Ounces .9999 pure
(the "Gold Certificate") issued by a Nevada Trust (the "Trust") and Five Hundred
Thousand Dollars ($500,000) per month thereafter until the entire purchase price
has been paid. The closing of the Sulmatic acquisition is subject to, among
other things, the completion of due diligence, the negotiation and execution of
definitive documentation and the obtaining of any required regulatory approvals,
and financing.
In consideration of the pledge by the Trust of the Gold Certificate, and
the assignment by the Trust to the Company of certain bank guarantees in the
aggregate face amount of Three Hundred Million Dollars ($300,000,000), the
Company has agreed to issue 500,000 shares
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of the Company's restricted (thirty six months) common stock to each of six
third party trusts, subject to stockholder approval and at the discretion of the
Board of Directors, issue such shares as may be required for funding future
expansion of the Company. In return for issuing the restricted (thirty
six months) common stock, the Company would receive approximately Three Hundred
Five Million Dollars ($305,000,000) of consideration in the form of bank
guarantees, gold certificates and cash, which will be used to complete the
Sulmatic transaction and the Company's future expansion.
The Company will provide management and marketing, Cirsa, subject to a
final contract, will provide all necessary equipment, manufacturing and
equipment financing. Sulmatic is currently operating approximately 1,000
machines in South America. The business plan calls for the ultimate
installation and operation of 50,000 machines.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS
PROPOSAL.
Other Business
Management is not aware of any matters to come before this Special Meeting
other than those stated in this Proxy Statement. However, inasmuch as matters of
which management is not now aware may come before the meeting or any adjournment
thereof, the proxies confer discretionary authority with respect to acting
thereon, and the persons named in such proxies intend to vote, act and consent
in accordance with their best judgment with respect thereto. Upon receipt of
such proxies, in the form enclosed and properly signed, in time for voting, the
shares represented thereby will be voted as indicated thereon and in this Proxy
Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ CARL A. SAMBUS
----------------------------------
Carl A. Sambus
Secretary
June 1, 1999
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PROXY LAS VEGAS ENTERTAINMENT NETWORK, INC.
SPECIAL MEETING OF STOCKHOLDERS
June 14, 1999
The undersigned stockholder of LAS VEGAS ENTERTAINMENT NETWORK, INC. (the
"Company") hereby appoints CARL A. SAMBUS and JOSEPH A. CORAZZI, and each of
them, the true and lawful attorneys, agents and proxies of the undersigned, with
full power of substitution to each of them to vote all the shares of capital
stock which the undersigned may be entitled to vote at the Special Meeting of
Stockholders of the Company to be held on June 14, 1999, and at any adjournment
of such meeting, with all powers which the undersigned would possess if
personally present, for the following purposes:
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________________________________________________________________________________
1. [_] FOR [_] AGAINST [_] ABSTAIN AS TO RATIFYING THE AGREEMENT TO
PURCHASE A FIFTY PERCENT (50%) INTEREST IN THE VOTING SHARES OF STOCK OF
SULMATIC ADMINISTRADORA DE BENS LTD.; and
2. WITHHOLD AUTHORITY [_] IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
This Proxy will be voted as directed or, if no direction is indicated, will
be VOTED FOR the Proposal listed above. The undersigned hereby acknowledges
receipt of the Notice of Special Meeting and Proxy Statement dated June 1, 1999.
Dated:
--------------------- ---------------------------------
(Signature)
---------------------------------
(Signature if jointly held)
---------------------------------
(Print Name Here)
Please sign your name or names exactly as stenciled. When signing as attorney,
executor, administrator, trustee, guardian or corporate officer, please give
your full title on each.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
