<PAGE>
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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
UC TELEVISION NETWORK CORP.
---------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14-c5(g) 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.
(6) Amount Previously Paid:
(7) Form, Schedule or Registration Statement No.:
(8) Filing Party: UC Television Network Corp.
(9) Date Filed: May 1, 1997
<PAGE>
UC TELEVISION NETWORK CORP.
645 Fifth Avenue
East Wing
New York, New York 10022
MAY 1, 1997
PRELIMINARY INFORMATION STATEMENT
This Information Statement is being mailed to the stockholders of UC
Television Network Corp. (the "Company") commencing on or about May 12, 1997, in
connection with the previous approval by the board of directors of the Company
of the corporate actions referred to below and their subsequent adoption by the
majority stockholder of the Company. Accordingly, all necessary corporate
approvals in connection with the matters referred to herein have been obtained,
and this Information Statement is furnished solely for the purpose of informing
stockholders, in the manner required under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), of these corporate actions before they take
effect. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
ACTIONS TAKEN
The Company, as authorized by the necessary approvals of the board of
directors and the Company's majority stockholder, has approved the adoption of
an amendment (the "Amendment") to the Company's Certificate of Incorporation, as
amended, to increase the authorized common stock, par value $.001 per share
("Common Stock"), of the Company from 50,000,000 shares to 100,000,000 shares.
A copy of the Amendment is attached hereto as Exhibit A. The Amendment was
adopted in connection with the recent purchase by U-C Holdings, L.L.C., a
Delaware limited liability company ("U-C Holdings") of 29,090,909 shares of
Common Stock and a warrant to purchase an additional 3,863,662 shares of Common
Stock as well as the execution of certain Equity Protection Agreements
(collectively, the "Purchased Securities") pursuant to that certain Purchase
Agreement, dated as of April 25, 1997, between the Company and U-C Holdings (the
"Purchase Agreement"). The purchase of Common Stock by U-C Holdings pursuant to
the Purchase Agreement was described in the Information Statement pursuant to
Section 14(f) of the Exchange Act (the "14F-1 Information Statement") which was
mailed to the stockholders of the Company on May 1, 1997. The majority
stockholder consent with respect to the Amendment was executed on May ____, 1997
and will take effect 20 days after the mailing of this Information Statement or
on such other date as may be specified by the board of directors. A complete
summary of this matter is set forth herein.
NO DISSENTERS' RIGHTS
The corporate action described in this Information Statement will not
afford to stockholders the opportunity to dissent from the action described
herein and to receive an agreed or judicially appraised value for their shares.
2
<PAGE>
THE AMENDMENT
PURPOSE OF THE AMENDMENT; EFFECT ON STOCKHOLDERS
The Company has adopted the Amendment to increase its authorized Common
Stock from 50,000,000 shares to 100,000,000 shares. The increase in authorized
Common Stock will provide the Company sufficient authorized Common Stock (i) for
reserving for issuance to U-C Holdings upon the exercise of the purchase rights
under the Equity Protection Agreements and the warrant purchased pursuant to the
Purchase Agreement, (ii) to increase the Company's reserve for issuance to other
holders of options and warrants to purchase Common Stock outstanding on the date
hereof or granted in the future upon exercise of such options and warrants, and
(iii) for issuance in connection with any future financing activities or
corporate acquisitions using the Company's Common Stock. As of April 25, 1997,
the Company had 40,075,766 shares of Common Stock outstanding and had
outstanding warrants and options to purchase 15,974,181 shares of Common Stock.
On the date of closing of the purchase by U-C Holdings of the Purchased
Securities pursuant to the Purchase Agreement, U-C Holdings placed the Purchased
Securities in escrow (as described in the 14F-1 Information Statement) pending
satisfaction of certain escrow conditions. Peter Kauff, an executive officer of
the Company and a holder of options to purchase 1,799,958 shares of Common
Stock, has agreed not to exercise his options until the effectiveness of the
Amendment, and has agreed to waive the requirement that a sufficient number of
shares of Common Stock be authorized and reserved for issuance upon exercise of
his options until the effectiveness of the Amendment.
The Company has taken all action required under Delaware law to approve the
Amendment; however, since stockholder approval of the Amendment was obtained by
written consent rather than at a stockholders' meeting, the Exchange Act will
not permit the Amendment to become effective until the expiration of 20 calendar
days from the date hereof. Upon the expiration of such 20 day period, the
Company will file the Amendment with the Delaware Secretary of State and
Mr. Kauff's right to exercise his options will be reinstated.
The Company believes that the Amendment will not have any effect on its
business and operations, and expects to continue such business and operations as
they are currently being conducted. As a result of the issuance of the Purchased
Securities to U-C Holdings pursuant to the Purchase Agreement, the Company's
assets have increased by the purchase price paid by U-C Holdings and the other
stockholders of the Company have experienced a decrease in their percentage
stock ownership in the Company.
STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED
The Company has 40,075,766 issued and outstanding shares of Common Stock,
each of which is entitled to one vote on any matter brought to a vote of the
Company's stockholders. U-C Holdings owns 29,090,909 shares, or 72.6%, of all
issued and authorized shares of the Company's Common Stock. By written consent
dated May ___, 1997, U-C Holdings approved the adoption and implementation of
the Amendment by written consent in lieu of a meeting, such consent to take
effect 20 days following the mailing of this Information Statement or on such
other date as may be specified by the board of directors. Such action by
written consent is sufficient to satisfy the applicable requirements of Delaware
law that any amendment of the Company's Certificate of Incorporation be
3
<PAGE>
approved by the stockholders. Accordingly, the stockholders will not be asked to
take further action on the Amendment at any future meeting.
MATERIAL INCORPORATED BY REFERENCE
In connection with the change in a majority of the directors of the Company
pursuant to the Purchase Agreement, the Company has filed the 14F-1 Information
Statement with the Commission pursuant to Rule 14(f) of the Exchange Act. The
14F-1 Information Statement is incorporated herein by reference. The audited
balance sheets of the Company as of October 31, 1996 and 1995 and the related
statements of operations, changes in stockholders' equity and cash flows for the
two years ended October 31, 1996, are incorporated herein by reference to the
Company's Annual Report on Form 10-KSB filed with the SEC for the fiscal year
ended October 31, 1996. The Company's unaudited consolidated balance sheet as
of January 31, 1997, and the related consolidated statements of operations and
cash flows for the three month period ended January 31, 1997, are incorporated
herein by reference to the Company's Quarterly Report on Form 10-QSB filed with
the SEC for the fiscal quarter ended January 31, 1997. Any of the documents
incorporated herein by reference will be provided by the Company, without
charge, to each stockholder of the Company by first class mail within one
business day of receipt of a request therefor directed to UC Television Network
Corp., 645 Fifth Avenue, East Wing, New York, New York 10022, Attn: Shareholder
Relations (telephone: 212/888-0617).
OTHER MATTERS
The annual report to stockholders covering the year ending October 31, 1996
has been mailed to each stockholder or accompanies this Information Statement.
STATEMENT REQUIRED BY 17 CFR 240.14C-5(C)
The Company intends to release the Definitive Information Statement to
shareholders on Monday, May 12, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto authorized.
Dated: May 1, 1997 UC TELEVISION NETWORK CORP.
By: /s/ Peter Kauff
--------------------------------
Peter Kauff
Chairman of the Board and
Chief Executive Officer
4
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
UC TELEVISION NETWORK CORP.
UC Television Network Corp., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), pursuant to the provisions of
the General Corporation Law of the State of Delaware, does hereby certify as
follows:
1.
The Certificate of Incorporation of the Corporation is hereby amended by
deleting in its entirety the first paragraph of Article Four of the Certificate
of Incorporation in its present form and substituting in lieu thereof a new
first paragraph of Article Four in the following form:
"FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is One Hundred Two Million
(102,000,000) shares, of which One Hundred Million (100,000,000)
shares shall be Common Stock, par value $0.001, and Two Million
(2,000,000) shares will be Preferred Stock, par value $0.001 per
share."
2.
The amendment to the Certificate of Incorporation set forth in this
Certificate of Amendment has been duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware, (a) in lieu of a meeting and vote of directors, all of the directors
having duly consented in writing to the adoption of such amendment, and (b) in
lieu of a meeting and vote of the shareholders, the holders of a majority of the
common stock of the Corporation who would have been entitled to vote upon such
amendment if a meeting of shareholders were called and held having duly
consented in writing to the adoption of such amendment.
In witness whereof, the undersigned, a duly authorized officer of the
Corporation, has executed this Certificate of Amendment and does hereby declare
and certify, under the penalties of perjury, that this is his act and deed and
the facts herein are true, as of this ____ day of May, 1997.
UC TELEVISION NETWORK CORP.
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
5
