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
|_| Definitive proxy statement the Commission Only
(as permitted by Rule
14a-6(e)(2))
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
LASER VIDEO NETWORK, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
|_| $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:
(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:
<PAGE>
LASER VIDEO NETWORK, INC.
645 Fifth Avenue, East Wing
New York, New York 10022
(212) 888-0617
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
July 30, 1996
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To Our Stockholders:
You are cordially invited to attend the Special Meeting of the Stockholders
of Laser Video Network, Inc. (the "Company"), which will be held at
______________________________, on Tuesday, July 30, 1996, at [ ] a.m. New York
City time for the following purposes:
1. to act upon a proposal to change the name of the Company to UC
Television Network Corp.;
2. to act upon a proposal to increase the authorized shares of Common
Stock of the Company; and
3. to transact such other business as may be properly brought before the
meeting and any adjournment or postponement thereof.
The Board of Directors unanimously recommends that you vote FOR the change
of the Company's name and FOR the increase in shares of Common Stock.
Stockholders of record at the close of business on June 27, 1996 are
entitled to notice of, and to vote at, the Special Meeting and any adjournment
or postponement thereof.
Whether or not you plan to attend the Special Meeting in person, please
complete, sign, date and return the enclosed proxy in the reply envelope
provided which requires no postage if mailed in the United States. Stockholders
attending the Special Meeting may vote in person even if they have returned a
proxy. By promptly returning your proxy, you will greatly assist us in preparing
for the Special Meeting.
By Order of the Board of Directors,
PETER KAUFF
Chairman of the Board
and Chief Executive Officer
New York, New York
________ __, 1996
<PAGE>
PRELIMINARY COPIES
LASER VIDEO NETWORK, INC.
PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
To Be Held July 30, 1996
This Proxy Statement and the enclosed form of proxy are being furnished,
commencing on or about July 1, 1996, in connection with the solicitation of
proxies in the enclosed form by the Board of Directors of Laser Video Network,
Inc., a Delaware corporation (the "Company"), for use at the Special Meeting
(the "Special Meeting") of Stockholders of the Company ("Stockholders") to be
held at _________________ on Tuesday, July 30, 1996, and at any adjournment or
postponement thereof, for the purposes set forth in the foregoing Notice of
Special Meeting of Stockholders.
A list of the Stockholders entitled to vote at the Special Meeting will be
available for examination by Stockholders during ordinary business hours, for a
period of ten days prior to the Special Meeting, at the offices of the Company,
645 Fifth Avenue, East Wing, New York, New York 10022. A Stockholder list will
also be available for examination at the Special Meeting.
If you are unable to attend the Special Meeting, you may vote by proxy on
any matter to come before that meeting. The enclosed proxy is being solicited by
the Board of Directors. Any proxy given pursuant to such solicitation and
received in time for the Special Meeting will be voted as specified in such
proxy. If no instructions are given, proxies will be voted (i) FOR the proposal
to change the name of the Company to UC Television Network Corp. (the "Change of
Name Proposal"), (ii) FOR the proposal to increase the number of authorized
shares of common stock, par value $.001 per share, of the Company (the "Common
Stock") by 30,000,000 to a total of 50,000,000 shares (the "Increase in Common
Stock Proposal"), and (iii) in the discretion of the proxies named on the proxy
card with respect to any other matters properly brought before the Special
Meeting. Attendance in person at the Special Meeting will not of itself revoke a
proxy; however, any Stockholder who does attend the Special Meeting may revoke a
proxy orally and vote in person. Proxies may be revoked at any time before they
are voted by submitting a properly executed proxy with a later date or by
sending a written notice of revocation to the Secretary of the Company at the
Company's principal executive offices.
Following the original mailing of proxy solicitation material, executive
and other employees of the Company and professional proxy solicitors, may
solicit proxies by mail, telephone, telegraph and personal interview.
Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries who are record holders of the Common Stock, to forward
proxy solicitation material to the beneficial owners of such stock, and the
Company may reimburse such record holders for their reasonable expenses incurred
in such forwarding. The cost of soliciting proxies in the enclosed form will be
borne by the Company.
The holders of a majority of the outstanding shares entitled to vote,
present in person or represented by proxy, will constitute a quorum for the
transaction of business. Shares represented by proxies that are marked "abstain"
will be counted as shares present for purposes of determining the presence of a
quorum on all matters. Brokers holding shares for beneficial owners in "street
name" must vote those shares according to specific instructions they receive
from the owners. If instructions are not received, brokers may vote the shares,
in their discretion, depending on the type of proposals involved. "Broker
non-votes" result when brokers are precluded from exercising their discretion on
certain types of proposals. However, brokers have discretionary authority to
vote on certain "routine" matters submitted to the Stockholders. Absent specific
instructions from the beneficial owners in the case of "non-routine" matters,
the brokers may not vote the shares. The votes on both proposals to be
considered at the Special Meeting are considered "non-routine" matters on which
brokers may not vote in their discretion. "Broker non-votes" will have the
effect of a vote against such proposals. Shares that are voted by brokers on
some but not all of the matters will be treated as shares present for purposes
of determining the presence
<PAGE>
of a quorum on all matters, but will not be treated as shares entitled to vote
at the Special Meeting on those matters as to which authority to vote is
withheld by the broker.
The affirmative vote of a majority of the votes cast is required for the
approval of the Change of Name Proposal and the Increase in Common Stock
Proposal. On these matters the abstentions will have the same effect as a
negative vote. Because Broker non-votes will not be treated as shares that are
present and entitled to vote with respect to a specific proposal, a Broker
non-vote will have no effect on the outcome.
The Company has appointed an inspector to act at the Special Meeting who
shall: (1) ascertain the number of shares outstanding and the voting powers of
each; (2) determine the shares represented at the Special Meeting and the
validity of the proxies and ballots; (3) count all votes and ballots; (4)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determinations by such inspector; and (5) certify his
determination of the number of shares represented at the Special Meeting and his
count of all votes and ballots.
Only Stockholders of record at the close of business on June 27, 1996 (the
"Record Date") are entitled to notice of, and to vote at, the Special Meeting,
and any adjournment or postponement thereof. As of the close of business on June
27, 1996, there were 10,899,157 shares of Common Stock outstanding. Each share
of Common Stock entities the record holder thereof to one vote on all matters
properly brought before the Special Meeting and any adjournment or postponement
thereof, with no cumulative voting.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Stockholders
The following table sets forth, as of June 15, 1996, the number of shares
of Common Stock (and the percentage of Common Stock) beneficially owned by (i)
each person known (based solely on Schedules 13D or 13G filed) to the Company to
be the beneficial owner of more than 5% of the Common Stock, (ii) each director
of the Company, (iii) each of the Chief Executive Officer and the other two most
highly compensated executive officers of the Company, and (iv) all directors and
executive officers of the Company as a group (based upon information furnished
by such persons). Under the rules of the Commission, a person is deemed to be a
beneficial owner of a security if such person has or shares the power to vote or
direct the voting of such security or the power to dispose of or to direct the
disposition of such security. In general, a person is also deemed to be a
beneficial owner of any securities of which that person has the right to acquire
beneficial ownership within 60 days. Accordingly, more than one person may be
deemed to be a beneficial owner of the same securities.
Number of Shares Percentage (%) of
Name and Address Beneficially Owned Common Stock
Peter Kauff(1)(2) 150,325 1.36%
Thom Kidrin (1)(3) 279,279 2.55%
Tom Gatti(1) 11,000 *
Stephen Roberts(1)(4) 11,604 *
All directors and executive officers
as a group (seven persons)(2)(3)(4)(5) 474,708 4.27%
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* Indicates beneficial ownership of less than one (1%) percent.
(1) The business address of such person, for purposes hereof, is c/o Laser
Video Network, Inc., 645 Fifth Avenue, East Wing, New York, New York
10022.
(2) Includes options covering 125,325 shares of Common Stock granted to Mr.
Kauff pursuant to the Company's 1990 Performance Equity Plan (the
"Performance Equity Plan") which are exercisable within 60 days of the
date hereof.
(3) Includes options covering 61,950 shares of Common Stock granted to Mr.
Kidrin pursuant to the Performance Equity Plan, which are exercisable
within 60 days of the date hereof.
(4) Includes 11,604 shares of Common Stock held by the Roberts Family Trust
of 1991, of which Mr. Roberts is co-trustee.
(5) Includes options to purchase 10,000 and 12,500 shares of Common Stock
granted to Alan Pearl, the Company's Chief Financial Officer and
Treasurer, and Richard Vogel, the Company's Chief Technical Officer and
Vice President of Product Development, respectively, pursuant to the
Performance Equity Plan, which are exercisable within 60 days of the
date hereof.
Except as noted in the footnotes to the table above, the Company believes
the beneficial owners listed above have sole voting and investment power
regarding the shares of Common Stock shown as beneficially owned by them.
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<PAGE>
PROPOSAL 1: TO APPROVE THE CHANGE IN THE COMPANY'S
NAME TO UC TELEVISION NETWORK CORP.
On May 16, 1996, the Board of Directors adopted, subject to Stockholder
approval, an amendment to the Company's Certificate to Incorporation to change
the name of the Company to "UC Television Network Corp." The current name of the
Company is Laser Video Network, Inc.
The Board of Directors unanimously recommends a vote FOR the change in the
Company's name.
The Board of Directors believes it is appropriate at this time to adopt, as
the Company's name, the name UC Television Network Corp., which better describes
the Company's present business.
The new name -- UC Television Network Corp. -- will serve to identify the
Company as what it is today - an interactive multimedia company whose principal
activities involve operating and marketing its College Television Network, a
private commercial television network airing the Company's programming on
university and college campuses located throughout the United States.
If the Change of Name Proposal is adopted by the Stockholders, such
proposal will become effective on the date a certificate of amendment to the
Company's Certificate of Incorporation is filed in Delaware, the Company's state
of incorporation.
Vote Required For Approval of the Change of Name Proposal
Approval of the Change of Name Proposal requires the affirmative vote of a
majority of the outstanding shares of Common Stock entitled to vote thereon at
the Special Meeting. Proxies solicited by the Board of Directors will be voted
for the Change of Name Proposal, unless stockholders specify otherwise.
PROPOSAL 2: TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK BY
30,000,000 SHARES
On May 16, 1996, the Board of Directors adopted, subject to Stockholder
approval, an amendment to the Company's Certificate of Incorporation to increase
the number of authorized shares of Common Stock from 20,000,000 to 50,000,000.
The Board of Directors unanimously recommends a vote FOR the authorization
of the additional shares of Common Stock.
The Company's Certificate of Incorporation currently authorizes the Company
to issue up to 20,000,000 shares of Common Stock. The Company currently has
issued and outstanding 10,899,157 shares of Common Stock and has reserved an
additional 9,098,610 shares of Common Stock for issuance upon exercise of
certain outstanding options and warrants. Since the Company has almost no
remaining authorized, non-reserved shares of Common Stock available for issuance
in the future, much of the Company's flexibility with respect to possible future
equity financings, stock splits, stock-for-stock acquisitions, stock dividends
or other transactions that involve the issuance of Common Stock (collectively,
"Future Actions") has been lost. In addition, since there were not enough
authorized, non-reserved shares of Common Stock available to be reserved for
issuance pursuant to the terms of the recently completed private placement of
securities of the Company, the Company entered into agreements with certain
stockholders of the Company, and with the placement agent in the private
placement, under which such persons agreed to refrain from exercising or
converting their securities (the "Lock-up Agreements"), on the condition that
the Company would hold this Special Meeting to vote on the Increase in Common
Stock Proposal. The Increase in Common Stock Proposal, by increasing the shares
of authorized Common Stock to 50,000,000 from 20,000,000, if adopted, will (i)
restore the Company's ability to take Future Actions and (ii) enable the Company
to abide by the terms of the Lock-up Agreements without having to issue
additional shares as a penalty by increasing the number of authorized unissued
and unreserved shares of Common Stock from approximately 2,200 to approximately
28,000,000.
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<PAGE>
If the Increase in Common Stock Proposal is adopted by the Stockholders,
such proposal will become effective on the date a certificate of amendment to
the Company's Certificate of Incorporation is filed in Delaware, the Company's
state of incorporation.
Vote Required For Approval of the Increase in Common Stock Proposal
Approval of the Increase in Common Stock Proposal requires the affirmative
vote of a majority of the outstanding shares of Common Stock entitled to vote
thereon at the Special Meeting. Proxies solicited by the Board of Directors will
be voted for the Increase in Common Stock Proposal, unless Stockholders specify
otherwise.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors is not aware
of any other matter that is to be presented to Stockholders for formal action at
the Special Meeting. If, however, any other matter properly comes before the
meeting or any adjournment or postponement thereof, it is the intention of the
persons named in the enclosed form of proxy to vote such proxies in accordance
with their judgment on such matters.
STOCKHOLDER PROPOSALS
Any Stockholder proposal intended to be presented at the next annual
meeting of Stockholders must be received by the Company at its principal
executive offices, 645 Fifth Avenue, East Wing, New York, New York 10022, no
later than October 22, 1996, in order to be eligible for inclusion in the
Company's proxy statement and form of proxy to be used in connection with that
meeting.
OTHER INFORMATION
Although it has entered into no formal agreements to do so, the Company will
reimburse banks, brokerage houses and other custodians, nominees and fiduciaries
for their reasonable expenses in forwarding proxy-soliciting materials to their
principals. The cost of soliciting proxies on behalf of the Board of Directors
will be borne by the Company. Such proxies will be solicited principally through
the mail but, if deemed desirable, may also be solicited personally or by
telephone, telegraph, facsimile transmission or special letter by directors,
officers and regular employees of the Company without additional compensation.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE SPECIAL MEETING
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING. THE BOARD URGES YOU TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGEPAID
REPLY ENVELOPE. YOUR COOPERATION AS A STOCKHOLDER, REGARDLESS OF THE NUMBER OF
SHARES OF STOCK YOU OWN, WILL REDUCE THE EXPENSES INCIDENT TO A FOLLOW-UP
SOLICITATION OF PROXIES.
IF YOU HAVE ANY QUESTIONS ABOUT VOTING YOUR SHARES, PLEASE TELEPHONE THE
COMPANY AT (212) 888-0617.
Sincerely yours,
PETER KAUFF
Chairman of the Board
and Chief Executive Officer
New York, New York
__________, 1996
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<PAGE>
PRELIMINARY COPIES
LASER VIDEO NETWORK, INC.
SPECIAL MEETING OF STOCKHOLDERS
------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Peter Kauff with full power of
substitution, to vote all shares of LASER VIDEO NETWORK, INC. (the "Company"),
which the undersigned is entitled to vote at the Special Meeting to be held at
_____________, on the 30th day of July, 1996, at _____ a.m. New York City time,
and at any adjournment thereof, hereby ratifying all that said proxy or his
substitute may do by virtue hereof, and the undersigned authorizes and instructs
said proxy to vote as follows:
I. APPROVAL OF THE CHANGE OF THE COMPANY'S NAME: To approve the change of
the Company's name to UC Television Network Corp.;
FOR |_| AGAINST |_| ABSTAIN |_|
2. APPROVAL OF AN INCREASE IN THE AUTHORIZED SHARES OF THE COMPANY'S
COMMON STOCK: To approve an increase in the number of authorized shares
of common stock, par value $.001 per share, of the Company;
FOR |_| AGAINST |_| ABSTAIN|_|
and in their discretion, upon any other matters that may properly come before
the meeting or any adjournments thereof.
(Continued and to be dated and signed on the other side.)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Receipt of the Notice of Special Meeting and of the Proxy Statement
accompanying the same is hereby acknowledged.
Dated: _____________________________, 1996
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(Signature of Stockholder)
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(Signature of Stockholder)
Your signature should appear the same as
your name appears herein. If signing as
attorney, executor, administrator,
trustee or guardian, please indicate the
capacity in which signing. When signing
as joint tenants, all parties to the
joint tenancy must sign. When the proxy
is given by a corporation, it should be
signed by an authorized officer.
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