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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:
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[x] Preliminary information statement [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14c-5(d)(2))
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[ ] Definitive information statement
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COLLEGE TELEVISION NETWORK, INC.
(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:
Common Stock, $.005 Par Value
(2) Aggregate number of securities to which transaction applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] 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: N/A
(2) Form, Schedule or Registration Statement No.: Schedule 14C
(3) Filing Party: College Television Network, Inc.
(4) Date Filed: May 13, 1998
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COLLEGE TELEVISION NETWORK, INC.
5784 Lake Forrest Drive
Suite 275
Atlanta, Georgia 30328
May 13, 1998
REVISED PRELIMINARY INFORMATION STATEMENT
This Information Statement is being mailed to the stockholders of College
Television Network, Inc. (the "Company") commencing on or about May 14, 1998, in
connection with the previous approval of the corporate actions referred to below
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. The record date for determining stockholders entitled to receive this
Information Statement has been established as the close of business on April 15,
1998. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
ACTIONS TAKEN
On May 4, 1998, U-C Holdings, L.L.C., a Delaware limited liability company
(the "Majority Stockholder"), as the holder of 5,818,181 shares of common stock
of the Company, par value $.005 per share (the "Common Stock"), representing
approximately 72.6% of the total shares of common stock entitled to vote on the
matters described herein, consented in writing without a meeting to the matters
described herein. As a result, the corporate actions were approved by a
majority of the shares of common stock as required by law and no further votes
will be needed. As of April 15, 1998, the Company had approximately 8,015,148
shares of Common Stock outstanding. The corporate action described in this
Information Statement will not afford to stockholders the opportunity to dissent
from the actions described herein or to receive an agreed or judicially
appraised value for their shares.
The Majority Stockholder has approved the following corporate actions:
1. Fixing the number of members of the Company's Board of Directors
at eleven;
2. The adoption of amendments to the Company's (a) 1996 Stock Incentive
Plan and (b) Outside Directors' 1996 Stock Option Plan; and
3. The adoption of an amendment to the Company's Restated Certificate of
Incorporation.
FIXING THE NUMBER OF DIRECTORS
The Majority Stockholder by written consent in lieu of a meeting on May 4,
1998 has approved fixing the number of members of the Company's Board of
Directors at eleven. Article IV, Section 3 of the Company's Bylaws provides
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that the Board of Directors shall consist of no more than eleven directors, and
further provides that any change in the number of directors comprising the Board
of Directors shall be only by resolution or consent of the stockholders holding
a majority of the outstanding common stock of the Company. As of the date of
this Information Statement, there are eight members of the Company's Board of
Directors. Article IV, Section 3 of the Company's Bylaws further provides that
in the case of any increase in the number of members of the Board of Directors,
the stockholders holding a majority of the outstanding common stock of the
Company shall have power to elect each additional director to hold office until
the next meeting of stockholders relating to the election of the Board of
Directors and until his successor is elected and qualified or his earlier
resignation or removal. Article IV, Section 4 provides that in the event the
office of any director becomes vacant, a majority of the directors then in
office, although less than a quorum, may fill the vacancy by electing a
successor who shall hold office until the next annual meeting of stockholders
and until his successor is elected and qualified or his earlier resignation or
removal; provided, however, that any vacancy may only be filled by a candidate
nominated by the Company's Nominating Committee; and further provided that if
the Board receives written notice from the stockholders holding a majority of
the outstanding common stock of the Company as to who they request as a new
appointee, the stockholders shall fill such vacancy. The increase in the size
of the Board of Directors from eight to eleven members will become effective on
June 3, 1998, the date which is 20 days after mailing this Information Statement
to shareholders (the "Effective Date").
The effect of the increase in the Board's size from eight to eleven
directors will be to enable a majority of the directors now in office to fill
the three vacancies with candidates nominated by the Company's Nominating
Committee, subject to the provision that the stockholders may fill the vacancies
if the Board receives written notice from the stockholders holding a majority of
the outstanding common stock of the Company as to who they request as a new
appointee. The vacancies may also be filled pursuant to Article IV, Section 3
of the Bylaws by the Majority Stockholder. Any person who is elected to fill
any such vacancy will hold office until the next meeting of stockholders
relating to the election of the Board of Directors and until his successor is
elected and qualified or his earlier resignation or removal.
AMENDMENTS TO STOCK OPTION PLANS
The Board of Directors of the Company by unanimous written consent in lieu
of a meeting on May 4, 1998, and the Majority Stockholder by written consent in
lieu of a meeting on May 4, 1998, have adopted and approved amendments (the
"Plan Amendments") to the Company's (a) 1996 Stock Incentive Plan and (b)
Outside Directors' 1996 Stock Option Plan (collectively, the "Plans"). The Plan
Amendments are attached hereto as Exhibit A and will become effective on the
---------
Effective Date.
AMENDMENT OF 1996 STOCK INCENTIVE PLAN
The amendment to the 1996 Stock Incentive Plan (the "Stock Incentive Plan")
which has been approved will amend Section 1.5.1 to increase the total number of
shares of Common Stock with respect to which awards may be granted pursuant to
the Plan by 100,000 shares over a three-year period.
The Company believes that it is in the best interest of the Company to
increase the number of shares available for awards under the Stock Incentive
Plan in order that the Company may continue to provide incentives to officers
and other employees of, and consultants to, the Company to (a) enter into and
remain in the service of the Company, (b) enhance the long-term performance of
the Company, and (c) acquire a proprietary interest in the success of the
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Company. Prior to effectiveness of the amendment to Section 1.5.1 of the Stock
Incentive Plan, 300,000 shares were reserved for issuance under the Stock
Incentive Plan and awards with respect to 267,153 shares have been granted as of
April 15, 1998. Following effectiveness of the Plan Amendments, the number of
shares reserved for issuance under the Stock Incentive Plan will be 333,334
through December 31, 1998, will be increased by 33,333 shares on January 1, 1999
and will be increased by another 33,333 shares on January 1, 2000, so that the
total number of shares reserved for issuance under the Stock Incentive Plan will
be 400,000 shares.
AMENDMENT OF OUTSIDE DIRECTORS' 1996 STOCK OPTION PLAN
The amendment to the Outside Directors' 1996 Stock Option Plan (the
"Directors' Plan") which has been approved will (i) amend Section 3 to increase
the total number of shares of Common Stock which may be transferred pursuant to
the Plan by 60,000 shares and (ii) amend Section 6(b) to provide that options
granted under the Directors' Plan shall contain such vesting terms as determined
by the Board and included in the applicable stock option agreement. Stock
options may be granted under the Directors' Plan only to "Eligible Directors,"
which is defined as persons who are members of the Board of Directors and are
not employees of the Company or any subsidiary thereof. Currently, the Company
has five Eligible Directors serving on its board.
The Company believes that it is in the best interest of the Company to
increase the number of shares available for awards under the Directors' Plan in
order that the Company may continue to provide incentives to those directors of
the Company who are not employees of the Company to serve on the Board of
Directors of the Company and to maintain and enhance the Company's long-term
performance. Prior to effectiveness of the amendment to Section 3 of the
Directors' Plan, 180,000 shares were reserved for issuance under the Directors'
Plan. Awards with respect to 12,000 shares have been granted under the
Directors' Plan and awards with respect to 6,000 shares have been canceled, such
that a balance of awards with respect to 6,000 shares are outstanding as of
April 15, 1998. Following effectiveness of the Plan Amendments, a total of
240,000 shares will have been reserved for issuance under the Directors' Plan.
Prior to effectiveness of the Plan Amendments, the Directors' Plan provided
in Section 6(b) that each option granted under the Directors' Plan shall become
cumulatively exercisable as to 25% of the shares subject to the option on each
of the first, second, third and fourth anniversaries of the date of grant.
Following effectiveness of the Plan Amendments, Section 6(b) will be amended
such that the Board of Directors will determine the vesting terms of each option
and the vesting terms will be included in the applicable stock option agreement.
As a result of these amendments to the Directors' Plan, the Board of Directors
will have greater discretion as to determining the terms of vesting of options
granted under the plan, and, as a result, may provide in stock option agreements
for option grants pursuant to the Directors' Plan that an option is fully vested
and immediately exercisable on the date of grant or vests over any period of
time whatsoever, as determined by the Board of Directors.
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
The amendment to the Company's Restated Certificate of Incorporation (the
"Certificate Amendment") which has been approved by the Company's Board of
Directors and the Majority Stockholder provides for a reduction in the number of
authorized shares of common stock of the Company from 100,000,000 shares to
50,000,000 shares. The Certificate Amendment will enable the Company to reduce
certain tax payments which are calculated based upon the number of authorized
shares of common stock of a corporation set forth in its certificate of
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incorporation, and will have the effect of requiring shareholder approval to
increase the number of authorized shares by further amendment of the Certificate
of Incorporation before the Company can adopt or undertake certain transactions
which involve the issuance of stock of the Company which would cause the number
of outstanding shares of common stock to exceed the 50,000,000 shares which will
be authorized for issuance following the amendment to the Certificate of
Incorporation. The Certificate Amendment will become effective on the later of
the Effective Date or the filing of Articles of Amendment of the Certificate of
Incorporation with the Secretary of State of Delaware in accordance with the
requirements of the Delaware General Corporation Law.
INTEREST OF CERTAIN PERSONS IN THE ACTIONS DESCRIBED HEREIN
The directors of the Company may be deemed to have a substantial interest
in increasing the number of members of the Company's Board of Directors from
eight to 11, because the Company's Bylaws allow a majority of the directors now
in office to fill the three vacancies created thereby (subject to the provision
that the stockholders may fill the vacancies under certain circumstances). As a
result, the directors may be able to elect three new directors to hold office
until the next meeting of stockholders.
The directors and executive officers of the Company may be deemed to have a
substantial interest in the approval of the Plan Amendments because the Plan
Amendments increase the number of shares reserved for issuance following grant
of options and other awards under the Plans and the persons eligible for the
awards include the directors and executive officers of the Company. In
addition, the amendment to Section 6(b) of the Directors' Plan will allow the
Board of Directors to approve grants to Eligible Directors of options which are
fully vested as of the date of grant or which vest on a more accelerated basis
than the four-year vesting currently provided for in Section 6(b) of the
Directors' Plan.
STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED
The Company has approximately 8,015,148 issued and outstanding shares of
Common Stock as of April 15, 1998, each of which is entitled to one vote on any
matter brought to a vote of the Company's stockholders. The Majority
Stockholder owns 5,818,181 shares, representing 72.6% of all issued and
authorized shares of the Company's Common Stock. By written consent in lieu of
a meeting, dated May 4, 1998, the Majority Stockholder approved fixing the
number of directors at 11, and the adoption and implementation of the Plan
Amendments and the Certificate Amendment, such actions to take effect 20 days
following the mailing of this Information Statement to stockholders. Such action
by written consent is sufficient to satisfy (i) the requirements of the
Company's Bylaws that any change in the number of directors shall be only by
resolution or consent of the stockholders holding a majority of the outstanding
common stock of the Company, (ii) the requirements of the Plans that certain
amendments of the Plans be approved by the stockholders and (iii) the
requirements of the Delaware General Corporation Law that amendment of the
Certificate of Incorporation be approved by the stockholders. Accordingly, the
stockholders will not be asked to take further action on these corporate actions
at any future meeting. However, since stockholder approval of these corporation
actions was obtained by written consent rather than at a stockholders' meeting,
the Exchange Act will not permit the actions to become effective until the
expiration of 20 calendar days from the date hereof, which is the date this
Information Statement is being mailed to shareholders. Upon the expiration of
such 20 day period, the actions will become effective automatically.
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The Company believes that these corporate actions will not have any adverse
effect on its business and operations, and expects to continue such business and
operations as they are currently being conducted.
SIGNATURE
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.
May 13, 1998 COLLEGE TELEVISION NETWORK, INC.
By: /s/ Jason Elkin
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Jason Elkin, Chief Executive Officer
and Chairman of the Board
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EXHIBIT A
SECOND AMENDMENT TO
OUTSIDE DIRECTORS' 1996 STOCK OPTION PLAN
The Outside Directors' 1996 Stock Option Plan (the "Plan") of College
Television Network, Inc. (the "Company") (formerly Laser Video Network, Inc.) is
hereby amended as follows:
1.
Section 3(a) of the Plan is amended by deleting the second sentence thereof
in its entirety and substituting therefor the following new second sentence:
"Subject to Section 3(b), the aggregate number of shares of Common Stock of the
Company which may be transferred pursuant to the Plan shall be 240,000."
2.
Section 6(b) of the Plan is amended by deleting the second sentence thereof
in its entirety and substituting therefor the following new second sentence:
"Each Option granted under the Plan shall contain such vesting terms as
determined by the Board and included in the applicable stock option agreement."
3.
The foregoing amendment shall be effective as of the later of (i) June 3,
1998 or (ii) the date which is 20 days after mailing an Information Statement to
Shareholders disclosing the approval of the amendment by the holder of a
majority of the outstanding common stock of the Company, in the manner required
by Section 14(c) of the Securities Exchange Act of 1934, as amended.
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EXHIBIT A
SECOND AMENDMENT TO
1996 STOCK INCENTIVE PLAN
The 1996 Stock Incentive Plan (the "Plan") of College Television Network,
Inc. (the "Company") (formerly Laser Video Network, Inc.) is hereby amended as
follows:
1.
Section 1.5.1 of the Plan is amended by deleting the first sentence thereof
in its entirety and substituting therefor the following new first sentence: "The
total number of shares of common stock of the Company, par value $.005 per share
("Common Stock"), with respect to which awards may be granted pursuant to the
Plan shall be 333,334 shares, which amount shall be increased by 33,333 shares
on January 1, 1999 and shall be increased by another 33,333 shares on January 1,
2000, so that the total amount of shares issuable under the Plan shall be
400,000 shares."
2.
The foregoing amendment shall be effective as of the later of (i) June 3,
1998 or (ii) the date which is 20 days after mailing an Information Statement to
Shareholders disclosing the approval of the amendment by the holder of a
majority of the outstanding common stock of the Company, in the manner required
by Section 14(c) of the Securities Exchange Act of 1934, as amended.
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