<PAGE>
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
ADDvantage Media Group, Inc.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
1) Title to each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price of 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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[Logo] ADDvantage Media Group, Inc.
808 North 16th Street
Broken Arrow, Oklahoma 74012
December 10, 1999
Dear Shareholders,
Our board of directors has approved an amendment to our
certificate of incorporation to change our name to "ADDvantage
Technologies Group, Inc." On September 30, 1999, we acquired
TULSAT Corporation. As a result of the acquisition, TULSAT
became our wholly-owned subsidiary and our only operating
company. TULSAT is a supplier of equipment, parts and services
to the cable television industry. It maintains one of the
largest inventories in the industry with new, surplus and
refurbished equipment, accessories and construction hardware.
Accordingly, our board of directors believes that the continued
use of "Media" in our name may cause some confusion because we no
longer are a participant in the media industry. Our board of
directors also believes that the new name better reflects the
nature of our current business as well as the businesses in which
we would like to become involved in the future. The acquisition
of TULSAT resulted in a change in control of our ownership. The
board of directors believes that the change in the corporate name
is appropriate to reflect the change in control and provide us
with increased independent name recognition.
Shareholders owning a majority of outstanding common stock,
acting by written consent, also approved this amendment. Thus,
we will not have to hold a meeting of shareholders or solicit
proxies for this purpose. We are providing this information
statement to our shareholders simply to inform you of the name
change.
You can also get information about ADDvantage Media Group,
Inc. from documents we have filed with the Securities and
Exchange Commission. We encourage you to read this entire
document carefully.
Very truly yours,
/s/ David E. Chymiak
David E. Chymiak
Chairman of the Board
We Are Not Asking You for a Proxy and
You are not Requested to Send Us a Proxy
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ADDvantage Media Group, Inc.
808 North 16th Street
Broken Arrow, Oklahoma 74012
INFORMATION STATEMENT
GENERAL INFORMATION
YOUR VOTE IS NOT REQUIRED
We are furnishing this information statement to all of the
holders of our common stock, par value $0.01 per share, in
connection with the approval and adoption of an amendment to our
certificate of incorporation by a written consent of the holders
of a majority of our outstanding shares of common stock. This
information statement is being mailed on or about December 10,
1999 to all shareholders of record at the close of business on
December 8, 1999. As of that date, there were 9,720,846 shares
of common stock outstanding, each entitled to one vote on each
matter of business put to a shareholder vote.
On November 10, 1999, our Board of Directors approved an
amendment to the certificate of incorporation to change our name
to "ADDvantage Technologies Group, Inc." On November 10, 1999,
the written consent approving the amendment was signed by
David E. Chymiak, Kenneth A. Chymiak and Susan C. Chymiak, who
are the beneficial owners of 8,059,000 shares of our common stock
which represented approximately 83% of all of our outstanding
common stock at November 10, 1999. As a result, the amendment to
the certificate of incorporation was approved by the majority of
the issued and outstanding shares of our common stock and no
further votes will be needed. The written consent will become
effective on or about December 30, 1999, but in no event less
than 20 days after we have first mailed this information
statement to the shareholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This information statement is being provided pursuant to the
requirements of Rule 14c-2 promulgated under Section 13 of the
Securities Exchange Act, as amended, to inform holders of common
stock entitled to vote or give an authorization or consent in
regard to the action authorized by the written consent, of the
action being taken.
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NAME CHANGE
Our Board of Directors approved a proposal to amend our
certificate of incorporation to change our corporate name to
"ADDvantage Technologies Group, Inc." On September 30, 1999, we
acquired TULSAT Corporation. As a result of the acquisition,
TULSAT became our wholly owned subsidiary and our only operating
company. TULSAT is a supplier of equipment, parts and services
to the cable television industry. It maintains one of the
largest inventories in the industry with new, surplus and
refurbished equipment, accessories and construction hardware.
Accordingly, our Board of Directors believes that the continued
use of "Media" in our name may cause some confusion because we
are no longer a participant in the media industry. Our Board of
Directors also believes that the new name better reflects the
nature of our current business as well as the businesses in which
we would like to become involved in the future. For a discussion
of a recent acquisition see Recent Developments.
The acquisition of TULSAT resulted in a change in control of
our ownership. The Board of Directors believes that the change
in the corporate name is appropriate to reflect the change in
control and provide us with increased independent name
recognition.
CHANGE OF CONTROL
On September 30, 1999, David E. Chymiak, Kenneth A. Chymiak
and Susan C. Chymiak ("New Shareholders") acquired 8,000,000
shares of our common stock, 200,000 shares of our newly
authorized Series A Cumulative Convertible Preferred Stock (which
is convertible into 2,000,000 shares of our common stock) and
300,000 shares of our newly authorized Series B Cumulative
Preferred Stock in exchange for their shares and notes of TULSAT.
The shares of preferred stock are non-voting, but the shares
of the Company's common stock received by the New Shareholders
represented approximately 82% of our outstanding common stock.
At the closing, TULSAT became a wholly owned subsidiary of the
Company and the officers and directors of the Company other than
Gary W. Young resigned. David E. Chymiak has become Chairman of
the Board, Kenneth A. Chymiak has become President, Chief
Executive Officer and a director and Stephen J. Tyde and
Freddie H. Gibson have become directors. This change of control
was described more fully in the disclosure statement we mailed to
you about October 5, 1999.
RECENT DEVELOPMENTS
On November 22, 1999, our wholly-owned subsidiary, Lee CATV
Corporation, a Nebraska corporation ("Lee"), merged with Diamond
W Investments, Inc., a Nebraska corporation ("Diamond"). As a
result of this transaction, Diamond became a wholly-owned
subsidiary of Lee. Diamond was established in 1986 as a full
service repair and sales center, selling new and refurbished
cable equipment, designing, pre-wiring, installing and repairing
along with FCC Proof of Performance on all types of headend
equipment. Diamond built its reputation on high-quality with
prompt turn around in repairs and technical training for their
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customers. We intend for Lee to continue Diamond's existing
operations.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of December 8, 1999, the
number and percentage of shares of our common stock and preferred
stock owned beneficially, by class and on a combined basis, by
(i) each current director, (ii) each executive officer, (iii) all
executive officers and directors as a group, and (iv) each person
who is known by us to own beneficially more than 5% of our common
stock or preferred stock. Except as otherwise indicated, the
beneficial owners listed in the table have sole voting and
investment powers with respect to the shares.
<TABLE>
<CAPTION>
Number of Number of Number of
Shares of Shares of Shares of
Number of Series A Series B Series C
Shares of Preferred Preferred Preferred
Common Stock Percent Stock Percent Stock Percent Stock Percent
Name and Address of Beneficially of Beneficially of Beneficially of Beneficially of
Beneficial Owner Owned (1) Class (1) Owned Class(1) Owned Class(1) Owned Class
- ---------------------- ----------- --------- ------------ --------- --------- -------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gary W. Young 63,708 (2) 1.7% -0- -0- -0- -0- -0- -0-
808 N. 16th Street
Broken Arrow, OK 74012
Kenneth A. Chymiak (4) 4,000,000 41.2% 100,000 50.0% 150,000 50.0% -0- -0-
808 N. 16th Street
Broken Arrow, OK 74012
David E. Chymiak 4,059,000 41.8% 100,000 50.0% 150,000 50.0% -0- -0-
808 N. 16th Street
Broken Arrow, OK 74012
Stephen J. Tyde 5,000 * -0- -0- -0- -0- -0- -0-
8008 S. Fulton Ave.
Tulsa, OK 74136
Freddie H. Gibson -0- -0- -0- -0- -0- -0- -0- -0-
808 S. Erie Avenue
Tulsa, OK 74136
Deborah R. Weideman -0- -0- -0- -0- -0- -0- 13,633 50.1%
Highway 136 West
Deshler, Nebraska 68340
Randy L. Weideman -0- -0- -0- -0- -0- -0- 13,578 49.9%
Highway 136 West
Deshler, Nebraska 68340
All Executive Officers 8,227,707(3) 84.7% 200,000 100% 300,000 100% -0- -0-
and Directors as a group
(5 persons)
_____________________________
* Less than one percent.
</TABLE>
(1) Shares which an individual has the right to acquire within
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60 days pursuant to the exercise of options are deemed to be
outstanding for the purpose of computing the percentage ownership
of such individual, but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person
shown in the table or the percentage ownership of all officers
and directors as a group.
(2) Includes 25,000 shares subject to stock options which are
fully exercisable.
(3) Includes an aggregate 25,000 shares subject to stock options
which are currently exercisable.
(4) All of the shares beneficially owned by Mr. Chymiak are held
of record 50% by him as trustee of the Ken Chymiak Revocable
Trust Dated March 4, 1992 and 50% by his wife as trustee of the
Susan Chymiak Revocable Trust Dated March 4, 1992. Mr. Chymiak
disclaims beneficial ownership of the shares held by his wife.
PROPOSALS OF SHAREHOLDERS
We have changed our fiscal year end to September 30,
beginning with September 30, 1999. Thus, our next Annual Meeting
of Shareholders is expected to be held in February or March of
2000. Therefore, proposals of shareholders intended to be
presented at the 2000 Annual Meeting of Shareholders should have
been received by us at our principal executive offices, 808 North
16th Street, Broken Arrow, Oklahoma 74012, prior to November 1,
1999 to be considered for inclusion in our proxy statement and
accompanying proxy for that meeting. In addition, if a
shareholder wishes to present a proposal at the 2000 Annual
Meeting that will not be included in our proxy statement and
fails to notify the Company by December 31, 1999, then the
proxies solicited by the Board of Directors for the 2000 Annual
Meeting of Shareholders will include discretionary authority to
vote on the shareholder's proposal in the event that it is
properly brought before the meeting.
By Order of the Board of Directors,
/s/Lynnwood R. Moore, Jr.
Lynnwood R. Moore, Jr., Secretary
Broken Arrow, Oklahoma
December 10, 1999
_______________________________
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