SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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
Technical Maintenance Corporation
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee:
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:<PAGE>
TECHNICAL MAINTENANCE CORPORATION
NOTICE OF A SPECIAL MEETING IN LIEU OF
AN ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 9, 1997
To the Holders of Class A Common
Stock and Series A Preferred Stock
of Technical Maintenance Corporation:
PLEASE TAKE NOTICE that a Special Meeting in Lieu of an Annual
Meeting of the Shareholders of Technical Maintenance Corporation (the
"Company") will be held on Thursday, October 9, 1997, at Westin Mount-Royal
Hotel, 1050 Sherbrooke Street West, Montreal, Quebec, Canada (H3A 2R6),
commencing at 10:00 A.M., local time, for the following purposes:
1. To elect six (6) directors for a term of one year or until their
successors are duly elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed September 17, 1997 as the record
date for determining those shareholders entitled to notice of and to vote at
the meeting. Only shareholders of record on the transfer books of the Company
at the close of business on that date are entitled to notice of and to vote at
the meeting.
An Information Statement and a Preliminary Prospectus of the Company,
(filed with the Securities and Exchange Commission on September 15, 1997), are
enclosed. Audited financial statements of the Company for the three fiscal
years ended December 31, 1996 are contained in the Preliminary Prospectus.
By Order of the Board of Directors
Guy Nathan, Secretary
Dated: September 19, 1997
1<PAGE>
TECHNICAL MAINTENANCE CORPORATION
One Commerce Place - Suite 330
Montreal (Nun's Island)
Quebec, Canada H3E 1A2
INFORMATION STATEMENT
General
This Information Statement and the accompanying Preliminary
Prospectus ("Prospectus") are being mailed to the holders of record of Class A
Common Stock ("Common Stock") and Series A Preferred Stock ("Preferred Stock")
of Technical Maintenance Corporation (the "Company"), the two classes of
capital stock of the Company presently issued and outstanding. These documents
are being furnished in connection with a Special Meeting in Lieu of an Annual
Meeting of Shareholders to be held for the purposes stated and at the time and
place set forth in the accompanying Notice. This Information Statement and the
Prospectus are being mailed on or about September 19, 1997.
Besides financial statements, the Prospectus contains a great deal of
information concerning the business and activities of the Company during the
past three years. Shareholders are urged to read it thoroughly.
The record date of shareholders entitled to notice of and to vote at
the Meeting has been fixed as the close of business on September 17, 1997. The
transfer books have not been and will not be closed. On that date, the Company
had 14,584,707 shares of Common Stock and 100 shares of Preferred Stock
outstanding. The 100 shares of Preferred Stock have voting rights identical
with those of the Common Stock. Each outstanding share of Common Stock and
Preferred Stock is entitled to one vote. The Preferred Stock will vote with
the Common Stock as a single class. Votes may not be cumulated for the
election of directors or for any other proposal. The presence at the Meeting,
in person or by proxy, of holders of a majority of the holders of the combined
shares of Common Stock and Preferred Stock entitled to vote is necessary to
constitute a quorum.
The Board of Directors of the Company has not and will not solicit
proxies. Any shareholder may choose to vote in person or by his or her own
proxy or ballot at the meeting.
Ownership of Common and Preferred Stock
As of September 17, 1997, there were two entities known to be
beneficial owners of five percent (5%) or more of the Company's outstanding
Common Stock; Techno Expres, SA, a French corporation controlled by Tony
Mastronardi, Guy Nathan and Tonino Lattanzzi, officers and directors of the
Company, and Oraxium International, Inc., an independent corporation organized
under the laws of Turks and Caicos Islands. On September 17, 1997, Techno
Expres, S.A. owned 10,001,920 shares (68.58%) of the outstanding Common Stock
and Oraxium International, Inc. owned 901,600 of such shares (6.18%). The 100
shares of Preferred Stock are owned by Sofinov, Societe Financiere d'Innovation
Inc. (40 shares) and Societe Innovatech du Grand Montreal (60 shares).
Tony Mastronardi, Guy Nathan and Tonino Lattanzi, officers and
directors of the Company, indirectly and beneficially own 10,001,920 shares of
the outstanding Common Stock, approximately 68.58% of that class, through
Techno Expres, S.A. As such, they can elect all the directors nominated,
2<PAGE>
regardless of the votes of any other stockholders.
ELECTION OF DIRECTORS
General
The holders of Common Stock and Preferred Stock are entitled to
elect as many as six directors to the Board of Directors of the Company, to
serve for the ensuing year or until their successors are duly elected and
qualified.
The six nominees for directors, whose backgrounds and beneficial
stock ownership are described below, have been designated by management to
stand for election at this Special Meeting. These six nominees comprise the
current Board of Directors of the Company. In the event that any such nominee
for director should become unavailable, which event management does not
anticipate, a substitute nominee may be designated by the Board of Directors.
Information Concerning Nominees
The following table provides certain relevant information concerning
each of the six nominees designated by management to stand for election as a
director.
Name Office Age
Tony Mastronardi President and Director 37
Guy Nathan Senior Vice-President,
Secretary and Director 53
Tonino Lattanzi Vice-President
and Director 45
3<PAGE>
Jacques Bourque Assistant-Secretary
and Director 46
Pierre Pharand Director 55
Andre Duquenne Director 58
Tony Mastronardi resides in Montreal, Canada. Since 1984, Mr. Mastronardi has
been employed by Les Pavages Samacon Inc., a Montreal-based family-owned
construction company. Since April 1993, he has also been active in the
management of Viatel Communications Inc., a Montreal-based cellular phone
distributor. His role with the Company evolved from Director of Sales to
President. He completed his post-secondary school studies at Dawson College in
1981.
Guy Nathan currently resides in Montreal, Canada. Mr. Nathan is an inventor,
having patented numerous intellectual property inventions since 1965. He also
founded several companies for the purpose of promoting and marketing his
inventions. Mr. Nathan has a great deal of experience in telecommunications.
He was directly involved in the creation of photovoltaic powered television
transmitters and repeaters and microwave links; created a photovoltaic powered
modular television set for communal and educational tv use in third world
countries; acted as consultant for numerous African countries in matters of
telecommunications, more particularly in setting-up radio and television
networks by satellite; developed satellite dish antennas for direct television
reception in KU band and developed and patented an interactive cable tv.
Tonino Lattanzi resides in France. Mr. Lattanzi has organized and been an
active shareholder in several European corporations since 1975. In 1975, he
organized Bennes Expres, a French corporation specializing in industrial waste
management and residential garbage collection. In 1989, he organized Neturba,
an Italian corporation which performs the same functions in Italy as Bennes
Expres does in France. In 1989, he also organized France Pressions Expres, a
French corporation specializing in construction alteration, road repairs and
cement structures.
Jacques Bourque resides in Montreal, Canada. Mr. Bourque is a lawyer and
senior partner of the law firm of Guy & Gilbert which has offices in Montreal,
Canada. Mr. Bourque graduated from the law faculty of the Universite de
Montreal in 1973 and was admitted to the Bar of the Province of Quebec in 1975.
He also holds a Master in Business Administration from McGill University in
1977. Mr. Bourque has had extensive experience in corporate and commercial
law, specializing in mergers and acquisitions.
Pierre Pharand resides in Montreal, Canada. Mr. Pharand was appointed Vice-
President of Sofinov, Societe Financiere d'Innovation Inc. ("Sofinov") in
September 1996. Sofinov is a venture capital fund and a wholly owned
subsidiary of Caisse de Depot et placement du Quebec, a major pension fund with
57.2 billion dollars CDN of assets under management. Mr. Pharand holds a
Bachelor's degree in industrial relations from the Universite de Montreal in
1972 and a Bachelor's degree in business administration from McGill University
in 1964. He is also a Chartered Administrator. Prior to joining Sofinov, Mr.
Pharand was President of Acero Management International Inc., a consulting firm
specializing in the corporate development of technology-related companies. He
was also Chairman of the Board as well as President and Chief Executive Officer
of Datagram Inc., a communications and technology company. Mr. Pharand has
held a number of managerial positions with the Compagnie Generale D'Electricite
De France, where he was in charge of different subsidiaries.
4<PAGE>
Andre Duquenne is Senior Vice President of Information Technologies of T2C2, a
venture capital fund organized by the Caisse de Depot, the Business Development
Bank of Canada and others. Mr. Duquenne served from 1993 to June 1997 as
Senior Vice President for technology placements at Societe Innovatech du Grand
Montreal, a $300,000,000 CDN fund, specializing in high-tech and biomedical
investments. Since 1993 he has served as a director for a number of public and
private companies including Cognicase Inc., Touchtunes Digital Jukebox Inc.,
Tecsys Inc., Toon Boom Technologies Inc., Systemcorp Inc. and PAD Systems Inc.
Principal Shareholders
The following table sets forth information regarding the beneficial
stock ownership of the Company's executive officers and directors and each
person known by the Company to own five percent or more of the outstanding
shares of its Common Stock as of September 17, 1997.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ---------------------- ---------------------- ---------------
Tony Mastronardi
President, Director
4973, Felix Mclernan 10,001,920 shares (1) 68.58%
Pierrefonds QC H8Y 3L2 866,825 shares (2) 5.94%
Guy Nathan
Senior Vice-President
Secretary, Director 10,001,920 shares (1) 68.58%
1, rue Jeanne D'Arc 866,825 shares (2) 5.94%
91330
Yerres France
Tonino Lattanzi
Vice President, Director 328,038 shares 2.25%
7, rue Leon Blum 10,001,920 shares (1) 68.58%
Z.I. Des Glaises, 866,825 shares (2) 5.94%
91120 14,666 shares (3) .001%
Palaiseau France
All officers and
directors as a group
(six persons) 11,215,049 shares 76.896%
Oraxium International Inc.
P.O. Box 159
Hibiscus Square
Pond Street, Grand Turk
Turks and Caicos Islands
British West Indies 901,600 shares (4) 6.18%
_____________________________________
(1) Messrs. Mastronardi, Nathan and Lattanzi each own 33% of the capital stock
of Techno Expres, SA, a French corporation with offices at 36, rue Du Marche,
94140 Alfort Ville France, the owner of 10,001,920 shares of the Company's
Common Stock.
(2) Messrs. Mastronardi, Nathan and Lattanzi own 50%, 16.67% and 33.33%
respectively, of the capital stock of Touchtunes Jukebox Inc., a Canadian
5<PAGE>
corporation with offices at One Commerce Place, suite 330, Nun's Island QC H3E
1A2, the owner of 866,825 shares of the Company's Common Stock.
(3) Mr. Lattanzi indirectly owns Neturba SRL, an Italian corporation with
offices at via Bonafica 26 63040 Malitignano, Italy the owner of 14,666 shares
of the Company's Common Stock.
(4) Oraxium International Inc. is an independent corporation which acquired
901,600 shares of Common Stock from the Company between December 1994 and April
1997 for work involving the Digital Jukebox technology and software. The
Company has been informed that Oraxium International Inc. was organized under
the laws of Turks and Caicos Islands.
Executive Compensation
Until January 1, 1997, the Company had no arrangement for the
remuneration of its officers and directors, except that they received
reimbursement for actual, out-of-pocket expenses, including travel expenses,
made on behalf of the Company. No remuneration was paid to the officers and
directors of the Company for the year ended December 31, 1996.
On March 11, 1997, the Company entered into an employment agreement
with Tony Mastronardi, its President. The term of his employment is for five
years and the salary for his first year of employment was fixed at $125,000
CDN. The salary is payable commencing January 1, 1997. Mr. Mastronardi
entered a non-competition and confidentiality agreement with the Company for as
long as he remains in its employ and for an additional year thereafter. The
non-competition covenant will continue for as long as Mr. Mastronardi owns any
shares, directly or indirectly, in the Company.
On March 11, 1997, the Company also negotiated an employment
agreement with Guy Nathan, its Senior Vice-president and Secretary. The terms
of the employment agreement with Mr. Nathan are identical to those of the
employment agreement entered with Mr. Mastronardi. Mr. Nathan also executed a
non-competition and confidentiality agreement in favor of the Company on terms
identical to those of the non-competition and confidentiality agreement
executed by Mr. Mastronardi.
Board of Directors' Meetings
The total number of meetings held by the Company's Board of Directors
during the last fiscal year ending December 31, 1996 was three. Six meetings
have been held since January 1, 1997. No incumbent director attended fewer
than 75% of the meetings of the Board of Directors held during the period for
which the director served. The Company has not appointed any committees.
6<PAGE>
RECENT AMENDMENTS TO ARTICLES
OF INCORPORATION AND BY-LAWS
On March 19, 1997, the Company filed Amended and Restated Articles of
Incorporation with the Secretary of State of Nevada, authorizing the issuance
of 25,000,000 shares of Class A Common Stock and 10,000,000 shares of Series A
Preferred Stock, each share of each class having a par value of one mil
($0.001). The Common Stock and the Preferred Stock rank equally in all
respects and have identical rights. Each share of Preferred Stock can be
converted into one share of Common Stock at the option of the holder thereof.
The Amended and Restated Articles of Incorporation were authorized by Techno
Expres, S.A. the owner of a majority of all outstanding shares of the Company
entitled to vote.
At a meeting held on March 15, 1997, the Board of Directors modified
the By-Laws of the Company, increasing from 3 to 6 the number of members on its
Board of Directors.
INTERNAL ACCOUNTANTS
Ptack Schnarch Basevitz, Chartered Accountants, provide internal
accounting services for the Company. A representative will be present at the
meeting to respond to appropriate questions from shareholders.
DEADLINE FOR FILING SHAREHOLDER PROPOSALS
FOR THE NEXT ANNUAL MEETING
May 1, 1998 is the date by which proposals of shareholders intended
to be presented to the next Annual Meeting must be received by the Company for
inclusion in the Company's Proxy Statement and Proxy relating to the next
Annual Meeting.
By Order of the Board of Directors
GUY NATHAN, Secretary
Dated September 19, 1997
7<PAGE>
TECHNICAL MAINTENANCE CORPORATION
ADDENDUM TO
NOTICE OF A SPECIAL MEETING IN LIEU OF
AN ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 9,1997
To the Holders of Class A Common
Stock and Series A Preferred Stock
of Technical Maintenance Corporation:
PLEASE TAKE FURTHER NOTICE with regard to the Special Meeting in Lieu of
an Annual Meeting of the Shareholders of Technical Maintenance Corporation (the
"Company") to be held on Thursday, October 9, 1997, at Westin Mount-Royal
Hotel, 1050 Sherbrooke Street West, Montreal, Quebec, Canada (H3A 2R6),
commencing at 10:00 A.M., local time, that
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy.
The Board of Directors of the Company has not and will not solicit
proxies. Any shareholders who attend the Meeting and wish to vote their shares
in person, or through a duly authorized representative, will be given paper
ballots for use at the Meeting.
By Order of the Board of
Directors
Guy Nathan, Secretary
Dated: September 26,1997<PAGE>
Karp and Sommers
Attorneys at Law
950 Third Avenue
New York, N.Y. 10022
212-935-9060
FAX 212-421-1650
Federal Express
September 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Technical Maintenance Corporation
Information Statement
File No. 333-7006
Gentlemen:
On behalf of Technical Maintenance Corporation ("TMC"), we enclose on
Schedule 14C, eight (8) definitive copies of the Notice of Meeting and
Information Statement mailed to shareholders of TMC for the Special Meeting in
Lieu of an Annual Meeting, to be held on October 9, 1997.
Copies of the Preliminary Prospectus forming part of Amendment No. 1
of the Registration Statement of TMC on Form SB-2, filed with the Commission on
September 15, 1997, containing audited financial statements for the past three
fiscal years, as well as unaudited information for the six months ended June
30, 1997, were mailed to shareholders with the Notice of Meeting and
Information Statement. Reference is made to such filing and to the information
contained therein.
Please acknowledge receipt of the enclosed material by stamping the
duplicate copy of this letter and returning it in the self-addressed stamped
envelope.
Very truly yours,
/s/Aaron Karp
Aaron Karp
AK/kt
Encl.<PAGE>
Karp and Sommers
Attorneys at Law
950 Third Avenue
New York, N.Y. 10022
212-935-9060
FAX 212-421-1650
Federal Express
September 19,1997
Mr. Jeffrey Epstein
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Mail Stop 3-8
Re: Technical Maintenance Corporation
Information Statement
File No. 333-7006
---------------------------------
Dear Mr. Epstein:
Enclosed is a courtesy copy of Schedule 14C containing the Notice of
Meeting and Information Statement filed by Technical Maintenance Corporation
with the Commission for the Shareholders Meeting, to be held on October 9,
1997. The Preliminary Prospectus filed on September 15, 1997, with the
Registration Statement on Form SB-2, (copy enclosed), was mailed to
shareholders at the same time.
Also enclosed is a revised form of the opinion of Karp and Sommers to be
filed as Exhibits 5 and 23(ii) in the next Amendment. This has been modified
in accordance with our discussion.
Sincerely,
/s/Aaron Karp
Aaron Karp
AK/kt
Encl.
cc: Technical Maintenance Corporation<PAGE>
Karp and Sommers
Attorneys at Law
950 Third Avenue
New York, N.Y. 10022
212-935-9060
FAX 212-421-1650
Fax (202-942-9648) and Mail
September 25, 1997
Mr. Jeffrey Epstein
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Mail Stop 3-8
Re: Technical Maintenance Corporation
Form SB-2 Registration Statement
File No. 333-7006
----------------------------------
Dear Mr. Epstein:
The following is a draft of the Addendum to be mailed to the shareholders
of Technical Maintenance Corporation on Friday, September 26, 1997. Eight
copies will be mailed to the Commission and this Addendum will be included in
the EDGAR filings to be made by the Company next week.
This Addendum includes the bold-faced language normally required on the
first page of the Information Statement. We have also modified the language on
that same page to make it clear that shareholders who appear in person or by an
"authorized representative", will be given paper ballots with which to vote.
We trust this will resolve the issues you raised, relating to the
Information Statement mailed on September 19, 1997.
Sincerely,
/s/Aaron Karp
Aaron Karp
AK/kt
Encl.
cc: Technical Maintenance Corporation<PAGE>
