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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
ADDvantage Media Group, Inc.
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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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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ADDvantage Media Group, Inc.
808 North 16/th/ 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 November 29, 1999 to all
shareholders of record at the close of business on November 29, 1999. As of
that date, there were ______ 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 20, 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 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.
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.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of October 31, 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.
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<TABLE>
<CAPTION>
Number of Number of
Number of Shares of Shares of
Shares of Series A Series B
Common Preferred Preferred
Stock Percent Stock Percent Stock Percent
Name and Address of Beneficially of Class Beneficially of Beneficially of
Beneficial Owner Owned (1) (1) Owned Class(1) Owned Class(1)
---------------- --------- --- ----- -------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
Gary W. Young 163,708(2) 1.7% -0- -0- -0- -0-
808 N. 16/th/ Street
Broken Arrow, OK 74012
Kenneth A. Chymiak (4) 4,000,000 41.2% 100,000 50% 150,000 50%
808 N. 16/th/ Street
Broken Arrow, OK 74012
David E. Chymiak 4,059,000 41.8% 100,000 50% 150,000 50%
808 N. 16/th/ Street
Broken Arrow, OK 74012
Stephen J. Tyde 5,000 * -0- -0- -0- -0-
8008 S. Fulton Ave.
Tulsa, OK 74136
Freddie H. Gibson -0- -0- -0- -0- -0- -0-
808 S. Erie Avenue
Tulsa, OK 74136
All Executive Officers and 8,227,707(3) 84.7% 200,000 100% 300,000 100%
Directors as a group
(5 persons)
</TABLE>
_____________________________
* Less than one percent.
(1) Shares which an individual has the right to acquire within 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.
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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
November 18, 1999
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