SCHEDULE 14A
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:
[_] Preliminary Proxy Statement
[_] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BIG ENTERTAINMENT, INC.
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
REGISTRANT
----------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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. (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>
BIG ENTERTAINMENT, INC.
2255 GLADES ROAD, SUITE 237 WEST
BOCA RATON, FLORIDA 33431
----------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 13, 1997
-----------------------------------------------------
To the Shareholders of Big Entertainment, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Big Entertainment, Inc., a Florida corporation (the
"Company"), will be held on Thursday, November 13, 1997, at 4:30 p.m., at the
Four Seasons Hotel, 57th East 57 Street, New York, New York 10022 (please note
this is not the Four Seasons Restaurant), for the following purposes, all of
which are set forth more completely in the accompanying proxy statement:
1. To elect eight Directors of the Company for the ensuing year;
2. To consider and vote upon a proposal to ratify the selection
of Arthur Andersen LLP as the Company's independent public
accountants for the year ending December 31, 1997; and
3. To transact such other business as may properly come before
the Annual Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on September 22,
1997 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting. A form of proxy and copies of the
Company's Annual Report to Shareholders for the year ended December 31, 1996 and
Quarterly Report for the quarter ended June 30, 1997 are enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
Laurie S. Silvers, Secretary
Boca Raton, Florida
October 14, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR
NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH DOES NOT
REQUIRE POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
BIG ENTERTAINMENT, INC.
2255 GLADES ROAD, SUITE 237 WEST
BOCA RATON, FLORIDA 33431
----------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 13, 1997
----------------------------
The enclosed proxy is solicited by the Board of Directors of Big
Entertainment, Inc., a Florida corporation (the "Company"), for use at the
Annual Meeting of Shareholders to be held on November 13, 1997, beginning at
4:30 p.m., at the Four Seasons Hotel, 57 East 57th Street, New York, New York
10022 (please note this is not the Four Seasons Restaurant), and at any
adjournments or postponements thereof (the "Annual Meeting"). The approximate
date on which this Proxy Statement and the enclosed proxy are being mailed to
shareholders is October 14, 1997. The form of proxy provides a space for you to
withhold your vote for any proposal. You are urged to indicate your vote on each
matter in the space provided. Proxies will be voted as marked. If no space is
marked, proxies will be voted by the persons therein named at the meeting: (i)
for the election of the directors recommended by the Company; (ii) in favor of
the proposal to ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants for the year ending on December 31, 1997; and
(iii) in their discretion, upon such other business as may properly come before
the meeting. Whether or not you plan to attend the meeting, please fill in, sign
and return your proxy card in the enclosed envelope, which requires no postage
if mailed in the United States.
The cost of the Board of Directors' proxy solicitation will be borne by
the Company. In addition to solicitation by mail, directors, officers and
employees of the Company may solicit proxies personally and by telephone, all
without extra compensation.
At the record date for the Annual Meeting, the close of business on
September 22, 1997 (the "Record Date"), the Company had outstanding 6,880,958
shares of common stock, $.01 par value per share (the "Common Stock"), 217,600
shares of Series A Variable Rate Convertible Preferred Stock, $6.25 stated value
per share (the "Series A Preferred Stock"), 121,393 shares of Series B Variable
Rate Convertible Preferred Stock, $5.24 stated value per share (the "Series B
Preferred Stock") and 20,000 shares of Series C Variable Rate Convertible
Preferred Stock, $100 stated value per share (the "Series C Preferred Stock")
(the Common Stock, the Series A Preferred Stock, the Series B Preferred Stock
and the Series C Preferred Stock are hereinafter collectively referred to as the
"Shares"). Each Share entitles the holder thereof to one vote on each matter
submitted to a vote of shareholders and all Shares vote together as a single
class. Only holders of Shares on the Record Date are entitled to notice of, and
to vote at, the Annual Meeting. The attendance, in person or by proxy, of the
holders of a majority of the outstanding Shares entitled to vote at the Annual
Meeting is necessary to constitute a quorum. If less than a majority of the
outstanding Shares entitled to vote are represented at the Annual Meeting, a
majority of the Shares so represented may adjourn the Annual Meeting to another
date, time or place, and notice need not be given of the new date, time or place
if the new date, time or place is announced at the Annual Meeting before any
adjournment is taken. Directors will be elected by a plurality of the votes
cast, either in person or by proxy, at the Annual Meeting. The approval of the
proposals covered by this Proxy Statement, other than the election of directors,
will require an affirmative vote of the holders of a majority of the Shares
voting in person or by proxy at the Annual Meeting.
<PAGE>
Prior to the Annual Meeting, the Company will select one or more
inspectors of election for the meeting. Such inspector(s) shall determine the
number of Shares represented at the meeting, the existence of a quorum and the
validity and effect of proxies, and shall receive, count and tabulate ballots
and votes and determine the results thereof. Abstentions will be considered as
Shares present and entitled to vote at the Annual Meeting and will be counted as
votes cast at the Annual Meeting, but will not be counted as votes cast for or
against any given matter.
A broker or nominee holding Shares registered in its name, or in the
name of its nominee, which are beneficially owned by another person and for
which it has not received instructions as to voting from the beneficial owner,
may have discretion to vote the beneficial owner's Shares with respect to the
election of directors and other matters addressed at the Annual Meeting. Any
such Shares that are not represented at the Annual Meeting either in person or
by proxy will not be considered to have cast votes on any matters addressed at
the Annual Meeting.
A SHAREHOLDER WHO SUBMITS A PROXY ON THE ACCOMPANYING FORM HAS THE POWER
TO REVOKE IT AT ANY TIME PRIOR TO ITS USE BY DELIVERING A WRITTEN NOTICE TO THE
SECRETARY OF THE COMPANY, BY EXECUTING A LATER- DATED PROXY, OR BY ATTENDING THE
ANNUAL MEETING AND VOTING IN PERSON. UNLESS AUTHORITY IS WITHHELD, PROXIES THAT
ARE PROPERLY EXECUTED WILL BE VOTED FOR THE PURPOSES SET FORTH THEREON.
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<PAGE>
BENEFICIAL SECURITY OWNERSHIP
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of the Record Date, by (i)
each of the shareholders of the Company who owns more than 5% of the outstanding
shares of Common Stock, (ii) each director and nominee for director of the
Company, (iii) each of the Named Executive Officers (as hereinafter defined) and
(iv) all directors, director nominees and executive officers of the Company as a
group. Except as otherwise indicated, the Company believes that all beneficial
owners named in the table have sole voting and investment power with respect to
all shares of Common Stock beneficially owned by them.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED BENEFICIAL OWNERSHIP
--------------------------------------- ------------------ --------------------
<S> <C> <C>
Mitchell Rubenstein(2) 1,937,255 25.96%
Laurie S. Silvers(2) 1,937,255 25.96%
Asbury Park Press, Inc.(3) 758,229 10.33%
Tekno Simon, LLC(4) 523,126 7.23%
Dr. Martin H. Greenberg(5) 268,262 3.69%
Harry T. Hoffman(6) 7,887 *
Dr. Lawrence Gould(6) 7,887 *
Jules L. Plangere, Jr.(7)(8) 9,764 *
E. Donald Lass(7)(8) 9,764 *
Deborah J. Simon(9) 8,928 *
John W. Waller, III(10) 4,762 *
State of Wisconsin Investment Board 400,000 5.52%
All directors, director nominees and executive 2,254,509 29.87%
officers of the Company as a group (nine
persons)(7)(9)(11)
</TABLE>
- --------------------
* Less than 1%
(1) Except as noted in this footnote, the address of each beneficial
owner is in care of the Company, 2255 Glades Road, Suite 237
West, Boca Raton, Florida 33431. The business address of Asbury
Park Press is 3601 Highway 66, Neptune, New Jersey 07754, the
business address of Tekno Simon, LLC is 115 W. Washington
Street, Indianapolis, Indiana 46204 and the business address of
the State of Wisconsin Investment Board is P.O. Box 7842,
Madison, Wisconsin 53707.
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<PAGE>
(2) All of such shares owned by Mr. Rubenstein and Ms. Silvers
are held by them as tenants by the entirety. Includes an
aggregate of 222,250 shares of Common Stock issuable pursuant to
stock options granted to Mr. Rubenstein and Ms. Silvers that are
exercisable within 60 days of the date of this Proxy Statement.
(3) Includes 100,000 shares of Common Stock issuable pursuant to
currently exercisable stock options.
(4) Includes 217,600 shares of Series A Preferred Stock and
121,393 shares of Series B Preferred Stock. The Series A
Preferred Stock and the Series B Preferred Stock vote together
with the Common Stock as a single class (except as required by
law), with the Series A Preferred Stock and the Series B
Preferred Stock having one vote per share.
(5) Includes (i) 91,667 shares of Common Stock owned by Dr.
Greenberg's spouse and (ii) 36,528 shares of Common Stock
issuable pursuant to currently exercisable stock options.
(6) Represents shares of Common Stock issuable pursuant to
currently exercisable stock options.
(7) Does not include 758,229 shares of Common Stock beneficially
owned by Asbury Park Press, of which Messrs. Plangere and Lass
are directors and executive officers, with respect to which
shares Messrs. Plangere and Lass disclaim beneficial ownership.
(8) Includes shares of Common Stock issuable pursuant to
currently exercisable stock options held by each of Messrs.
Plangere and Lass.
(9) Includes 8,928 shares of Common Stock issuable pursuant to stock
options which become exercisable within 60 days of the date of
this Proxy Statement. Does not include the shares of Common
Stock, Series A Preferred Stock and Series B Preferred Stock
owned by Tekno Simon, LLC ("Tekno Simon"), with respect to which
Ms. Simon disclaims beneficial ownership. Tekno Simon is
controlled by Melvin Simon, Deborah J. Simon's father.
(10) Represents shares of Common Stock issuable pursuant to stock
options that are exercisable within 60 days of the date of this
Proxy Statement.
(11) Includes an aggregate of 307,770 shares of Common Stock issuable
pursuant to options that are currently exercisable and those
options which will be exercisable within 60 days of the date of
this Proxy Statement.
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD
At the Annual Meeting, eight directors will be elected by the
shareholders to serve until the next annual meeting of shareholders or until
their successors are elected and qualified. The accompanying form of proxy, when
properly executed and returned to the Company, will be voted FOR the election as
directors of the eight persons named below, unless the proxy contains contrary
instructions. Proxies cannot be voted for a greater number of persons than the
number of nominees named in the Proxy Statement. Management has no reason to
believe that any of the nominees is unable or unwilling to serve if elected. In
the event, however, that any of the nominees should become unable or unwilling
to serve as a director, the proxy will be voted for the election of such person
or persons as shall be designated by the Board of Directors.
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<PAGE>
The following table sets forth certain information concerning each
nominee.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mitchell Rubenstein 43 Chairman and Chief Executive Officer
Laurie S. Silvers 45 Vice Chairman, President and Secretary
Dr. Lawrence Gould 66 Director
Dr. Martin H. Greenberg 56 Chief Executive Officer of Tekno Books,
a 51% owned subsidiary of the
Company, and Director
Harry T. Hoffman 69 Director
E. Donald Lass 59 Director
Jules L. Plangere, Jr. 76 Director
Deborah J. Simon 40 Director
</TABLE>
MITCHELL RUBENSTEIN is a founder of the Company and has served as its
Chairman of the Board and Chief Executive Officer since its inception in January
1993. Mr. Rubenstein was a founder of the Sci-Fi Channel, a 24-hour national
cable television network devoted to science fiction, fantasy and horror
programming that was acquired by USA Network (a partnership of Viacom
Corporation and the Universal division of the Seagram Company, Ltd.) in March
1992. Mr. Rubenstein served as President of the Sci- Fi Channel from January
1989 to March 1992 and served as Co-Vice Chairman of the Sci-Fi Channel from
March 1992 to March 1994. Prior to founding the Sci-Fi Channel, Mr. Rubenstein
practiced law for 10 years, including as a partner with Rubenstein & Silvers, a
law firm that specialized in entertainment, cable television and broadcasting
law, from 1981 to 1989. Mr. Rubenstein also co-owned and served as an executive
officer of several cable television systems (including Flagship Cable Partners,
which owned a cable television system serving Boynton Beach and portions of Palm
Beach County, Florida) from 1983 to 1989. Mr. Rubenstein received a J.D. degree
from the University of Virginia School of Law in 1977 and a Masters in Tax Law
from New York University School of Law in 1979. Together with Ms. Silvers, Mr.
Rubenstein was voted Co-Business Person of the Year, City of Boca Raton, Florida
in 1992. Mr. Rubenstein is married to Laurie S. Silvers.
LAURIE S. SILVERS is a founder of the Company and has served as its Vice
Chairman, President and Secretary since its inception in January 1993. Ms.
Silvers was a founder of the Sci-Fi Channel, of which she served as Chief
Executive Officer from January 1989 to March 1992 and Co-Vice Chairman from
March 1992 to March 1994. Prior to founding the Sci-Fi Channel, Ms. Silvers
practiced law for 10 years, including as a partner with Rubenstein & Silvers, a
law firm that specialized in entertainment, cable television and broadcasting
law, from 1981 to 1989. Ms. Silvers also co-owned and served as an executive
officer of several cable television systems (including Flagship Cable Partners,
which owned a cable television system serving Boynton Beach and portions of Palm
Beach County, Florida) from 1983 to 1989 and co-owned a television station from
1990 to 1991. Ms. Silvers received a J.D. degree from University of Miami School
of Law in 1977. Ms. Silvers has also served on the Board of Directors of the
Pine Crest Preparatory School, Inc. since 1993. She has been a member of the
Pine Crest Preparatory School, Inc. Board of Advisors (Boca Raton Campus) since
1987, and served as its Chairman from 1995-1997. Ms. Silvers has served as a
member of the executive advisory board of the School of Business of Florida
Atlantic University, and has been a member of the Economic Council of Palm Beach
since 1995. Together with Mr. Rubenstein, Ms. Silvers was voted Co-Business
Person of the Year, City
5
<PAGE>
of Boca Raton, Florida in 1992 and has been a keynote speaker at various
business symposia, including one held at Harvard Business School. Ms. Silvers is
married to Mitchell Rubenstein.
DR. LAWRENCE GOULD has served as a director of the Company since July
1993. From 1962 to 1982 Dr. Gould served as an executive officer of M/A-COM,
Inc., a New York Stock Exchange listed company engaged in the manufacture of
products for communications and the defense industry, including as Chief
Executive Officer (1975 to 1982), President (1969 to 1975) and Executive Vice
President and Chief Operating Officer (1962 to 1969); he also served as Chairman
of the Board of M/A-COM, Inc. from 1978 to 1982 and as a consultant to that
company from 1982 to 1990. Dr. Gould's primary business activities since 1990
have been as Chairman of the Board and principal of several private companies,
including Gould Enterprises, Inc. (resort development) and Point Sebago
Enterprises, Inc. (management of the Point Sebago, Maine resort), since 1974,
and as Chairman of the Board of Point Sebago Camp Sunshine, Inc., a
not-for-profit corporation, since 1985.
DR. MARTIN H. GREENBERG has served as a director of the Company since
July 1993, and as a consultant to the Company from February 1993 to December
1994. Since December 1994, Dr. Greenberg has served as Chief Executive Officer
of Tekno Books, 51% of which is owned by the Company and 49% of which is owned
by Dr. Greenberg. Dr. Greenberg was President and a principal shareholder of
Tomorrow, Inc., a company engaged in book licensing and packaging, from 1990
until its acquisition by the Company in 1994. See "Certain Transactions --
Tomorrow Acquisition." Dr. Greenberg is also co-publisher of Mystery Scene
Magazine, a mystery genre trade journal of which the Company owns a majority
interest. Dr. Greenberg is widely regarded as the leading anthologist in trade
publishing, and has served as editor or author of more than 700 books in various
genre, including science fiction, fantasy, mystery and adventure. Dr. Greenberg
also is the 1995 recipient of the Ellery Queen Award, presented by the Mystery
Writers of America for Lifetime Achievement.
HARRY T. HOFFMAN has served as a director of the Company since July
1993. From 1979 until his retirement in 1991, Mr. Hoffman served as President
and Chief Executive Officer of Waldenbooks, Inc., a leading national retailer of
books, magazines and related items. From 1968 to 1978, he served as President
and Chief Executive Officer of Ingram Book Company, a national book wholesaler.
E. DONALD LASS has served as a director of the Company since July 1993.
Mr. Lass has been President and Chief Executive Officer of New Jersey Press,
Inc. ("New Jersey Press") since May 1991, President and Chief Executive Officer
of Asbury Park Press, Inc. ("Asbury Park Press"), a wholly owned subsidiary of
New Jersey Press, since 1980 and 1991, respectively, and Editor and Publisher of
ASBURY PARK PRESS, New Jersey's second largest newspaper since 1991. Press
Broadcasting Company, another wholly owned subsidiary of New Jersey Press, owns
three radio stations in New Jersey and an independent television station in
Orlando, Florida. Mr. Lass is a member of numerous trade organizations,
including the American Society of Newspaper Editors, the American Newspaper
Publishers Association, the Society of Newspaper Design, the National
Association of Broadcasters and the National Association of Television
Programming Executives, and has served as Chairman (1989) and President (1988)
of the New Jersey Press Association and as President (1989) of the New Jersey
Press Foundation. He is a graduate of Lafayette College and the Columbia
University Graduate School of Journalism.
JULES L. PLANGERE, JR. has served as a director of the Company since
July 1993. Mr. Plangere has been Chairman of the Board of Asbury Park Press,
Inc., the owner of ASBURY PARK PRESS, since 1980 and has served Asbury Park
Press in various capacities since 1947, including Chief Executive Officer (1980
to 1991), Publisher (1977 to 1991), President and General Manager (1974 to 1977)
and Production
6
<PAGE>
Manager (1954 to 1974). In addition, Mr. Plangere has been Chairman of the Board
of New Jersey Press, since May 1991. Mr. Plangere is a former director of the
New Jersey State Chamber of Commerce and a trustee and former chairman of the
Monmouth University Board of Trustees.
DEBORAH J. SIMON has served as a director of the Company since November
1995. Ms. Simon has held the position of Senior Vice President of Simon Property
Group, now the Simon DeBartolo Group, an Indianapolis-based real estate
development and management firm that is listed on the New York Stock Exchange,
since 1991. Prior to that, Ms. Simon served as Vice President -- Western Region
Leasing of the Simon Property Group. Prior to serving as a leasing
representative, Ms. Simon served as director of internal communications and
assistant director of training at Simon Property Group. She also has been an
independent producer, with several television credits to her name. A native of
Indianapolis, Ms. Simon attended the University of Southern California. She is a
member of the International Council of Shopping Centers and is a graduate of
that organization's leasing institute. She currently serves on the Board of
Directors of the Indianapolis Children's Museum, Indiana Repertory Theater,
Indianapolis Museum of Art and Circle Centre's Youth Investment Fund.
John W. Waller, III (who served as a director of the Company since 1996)
and the Company have mutually agreed that Mr. Waller will not be renominated for
election as a director of the Company based on his commitments to other matters.
The Company's officers are elected annually by the Board of Directors
and serve at the discretion of the Board. The Company's directors hold office
until the next annual meeting of shareholders and until their successors have
been duly elected and qualified.
Pursuant to a November 1995 Stock Purchase Agreement with Tekno Simon
(the "Simon Stock Purchase Agreement"), Tekno Simon, an affiliate of the Simon
Property Group, has the right to designate one nominee to the Company's Board of
Directors until such time as Tekno Simon holds less than 25% of the sum of (i)
the shares of Series A Preferred Stock and Series B Preferred Stock purchased
pursuant to the Simon Stock Purchase Agreement (or shares of Common Stock issued
or issuable upon conversion thereof) and (ii) the shares of Common Stock
purchased by Tekno Simon in the Company's August 1995 private offering. Certain
principal shareholders of the Company, including Mitchell Rubenstein, Laurie S.
Silvers, Asbury Park Press and Dr. Martin H. Greenberg, have agreed to vote
their shares of Common Stock in favor of the election of Tekno Simon's nominee
to the Board of Directors. Tekno Simon's current nominee on the Board of
Directors is Deborah J. Simon. See "Certain Transactions--Investment by
Affiliate of Simon DeBartolo Group."
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE PERSONS NOMINATED FOR
ELECTION TO THE BOARD OF DIRECTORS.
7
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers, and persons who own more than 10% of
the Company's outstanding Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock. Such persons are required by SEC regulation to
furnish the Company with copies of all such reports they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company or written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
executive officers, directors and greater-than-10% beneficial owners for the
year ended December 31, 1996 have been complied with.
MEETINGS AND COMMITTEES
During the year ended December 31, 1996, the Board of Directors held
three meetings. The Board of Directors also acted by unanimous written consent
on four occasions during such year.
The Board of Directors has two committees, the Compensation Committee
and the Stock Option Committee. Mitchell Rubenstein and two independent
directors, Harry T. Hoffman and Dr. Lawrence Gould, are the members of the
Compensation Committee. The Compensation Committee's responsibilities consist of
recommending, reviewing, and approving the salary and other benefits of the
Company's officers and employees, including compensation of executive officers
of the Company. The Compensation Committee did not meet during the year ended
December 31, 1996, because all executive officers of the Company had employment
agreements with the Company and no changes were made to any of such agreements.
Mitchell Rubenstein, Harry T. Hoffman and Dr. Lawrence Gould are the
members of the Stock Option Committee. The Stock Option Committee administers
the Company's 1993 Stock Option Plan (the "1993 Plan"). The Stock Option
Committee did not meet during the year ended December 31, 1996, but rather acted
by unanimous consent on seven occasions during such year. During the 1996 fiscal
year, there were no nominating or audit committees or other similar committees
of the Board of Directors. Rather, these functions were performed by the Board
of Directors as a whole.
During 1997, the Board of Directors has authorized the creation of an
Audit Committee, whose members are Laurie S. Silvers and two independent
directors, Harry T. Hoffman and Dr. Lawrence Gould. The Audit Committee will be
responsible for recommending auditors to be engaged by the Company, assisting
with the planning of the audit, reviewing the results from the audit and
directing and supervising investigations into matters relating to the audit.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth the aggregate
compensation paid in 1996, 1995 and 1994 to the Chief Executive Officer of the
Company and to the President, the only other executive officer of the Company
whose total annual salary and bonus during 1996 was $100,000 or more (the Chief
Executive Officer and the President are sometimes referred to herein together as
the "Named Executive Officers").
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<PAGE>
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------------ ----------------
SHARES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING
POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS/SARS(#)
- ------------------ ---- --------- -------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Mitchell Rubenstein, 1996 208,811 25,000 7,800(1) 75,000(2)
Chief Executive Officer 1995 199,200 25,000 7,800(1) 72,500(2)
1994 151,800 40,000 7,800(1) ---
Laurie S. Silvers, 1996 208,811 25,000 7,800(1) 75,000(2)
President 1995 199,200 25,000 7,800(1) 72,500(2)
1994 151,800 40,000 7,800(1) ---
</TABLE>
- ----------------
(1) Represents a car allowance paid to the Named Executive Officer.
(2) Represents options granted under the Company's 1993 Plan.
EMPLOYMENT AGREEMENTS. Effective July 1, 1993, the Company entered into
five-year employment agreements with each of Mitchell Rubenstein, the Company's
Chairman and Chief Executive Officer, and Laurie S. Silvers, the Company's Vice
Chairman and President. The terms of each of the employment agreements are
automatically extended for successive one-year terms unless the Company or the
Named Executive Officer gives written notice to the other at least 90 days prior
to the then-scheduled expiration date. Each of the employment agreements
provides for an annual salary currently set at $230,433 (subject to automatic
cost-of living increases), an annual bonus in an amount determined by the Board
of Directors (but not less than $25,000) and an automobile allowance of $650 per
month.
Each employment agreement provides that each of the Named Executive
Officers will continue to receive his or her salary until the expiration of the
term of the employment agreements if the Named Executive Officer's employment is
terminated by the Company for any reason other than death, disability or Cause
(as defined in the employment agreements), or for a period of 12 months after
termination of the employment agreement as a result of the Named Executive
Officer's disability, and that the Named Executive Officer's estate will receive
a lump sum payment equal to one year's base salary plus a pro rata portion of
any bonus to which the Named Executive Officer is entitled upon termination of
the employment agreement by reason of the Named Executive Officer's death.
The term Cause is defined in the employment agreements to mean (a) a
Named Executive Officer's act or omission which constitutes a willful and
material breach of such Named Executive Officer's employment agreement, which is
not cured within 30 days after such Named Executive Officer's receipt of notice
of such breach, (b) a Named Executive Officer's fraud, embezzlement or
misappropriation of the Company's assets or property, or (c) a Named Executive
Officer's conviction for a criminal act that is a felony. A termination by the
Company of one of the Named Executive Officer's employment without Cause will
constitute a termination without Cause of the other Named Executive Officer for
purposes of the employment agreements. Each employment agreement also prohibits
the Named Executive Officer from directly or indirectly competing with the
Company for one year after termination of the employment agreement for any
reason except the Company's termination of the Named Executive Officer's
employment without Cause.
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<PAGE>
If a Change of Control (as defined in the employment agreements) occurs,
the employment agreements provide for the continued employment of the Named
Executive Officers until the earlier of two years following the Change of
Control or the then-scheduled expiration date of the term of employment. The
term Change of Control, as used in the employment agreements, is defined to mean
(a) any person's or group's acquisition of 20% or more of the combined voting
power of the Company's outstanding securities, or (b) in the event of any cash
tender or exchange offer, merger or other business combination, sale of assets
or contested election, the persons who were directors of the Company prior to
such transaction ceasing to constitute a majority of the Board of Directors
following the transaction. In addition, following a Change in Control, if the
Named Executive Officer's employment is terminated by the Company other than for
Cause or by reason of the Named Executive Officer's death or disability, or by
the Named Executive Officer for certain specified reasons (such as a reduction
of the Named Executive Officer's compensation or diminution of the Named
Executive Officer's duties), the Named Executive Officer will receive a lump sum
cash payment equal to three times the Named Executive Officer's then-existing
base salary and most recent annual bonus.
OPTION GRANTS IN LAST FISCAL YEAR. The following table sets forth
information concerning individual grants of stock options made during the fiscal
year ended December 31, 1996 to each of the Named Executive Officers:
<TABLE>
<CAPTION>
% OF TOTAL OPTIONS
NUMBER OF SHARES GRANTED TO EXERCISE OR
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE
--------------------- ------------------ ------------------ ----------- -----------
<S> <C> <C> <C> <C>
Mitchell Rubenstein 75,000 44% $6.38 5/16/06
Laurie S. Silvers 75,000 44% $6.38 5/16/06
</TABLE>
- --------------
(1) Represents options granted under the 1993 Plan. Such options are fully
exercisable as of November 16, 1996.
STOCK OPTIONS HELD AT END OF 1996. The following table indicates the
total number and value of exercisable and unexercisable stock options held by
each Named Executive Officer as of December 31, 1996. No options were exercised
by the Named Executive Officers during the year ended December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR END IN-THE-MONEY OPTION
--------------------------------- AT FISCAL YEAR END(1)
------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Mitchell Rubenstein 18,125 129,375 $-0- $-0-
Laurie S. Silvers 18,125 129,375 $-0- $-0-
</TABLE>
(1) There were no in-the-money options for the Named Executive Officers at
December 31, 1996.
10
<PAGE>
LONG-TERM INCENTIVE AND PENSION PLANS. The Company does not have any
long-term incentive or pension plans.
COMPENSATION OF DIRECTORS. Directors of the Company who are neither
employees nor consultants ("non-employee directors") are compensated at the rate
of $1,000 for each meeting of the Board of Directors attended, and all directors
are reimbursed for travel and lodging expenses in connection with their
attendance at meetings. The Company has established for the non-employee
directors the Director's Stock Option Plan (the "Directors Plan"), which
provides for automatic grants to each non-employee director of options to
purchase shares of Common Stock having a market value at the time of grant equal
to $25,000 (i) upon a person's election as a director and (ii) each year
thereafter upon such person's reelection as a director of the Company, in both
instances at an exercise price equal to the fair market value of the Common
Stock on the date of the grant. A total of 50,000 shares of Common Stock have
been reserved for issuance upon exercise of options granted under the Directors
Plan. Options granted under the Directors Plan become exercisable six months
after the date of grant and expire five years after the date of grant. The Board
of Directors, in its discretion, may cancel all options granted under the
Directors Plan that remain unexercised on the date of consummation of certain
corporate transactions described in the Directors Plan. No new stock option
grants can be made under the Directors Plan after July 2003. As of December 31,
1996, options to purchase 29,464 shares of Common Stock were outstanding under
the Directors Plan as follows:
<TABLE>
<CAPTION>
NUMBER OF
SHARES SUBJECT EXERCISE EXPIRATION
NAME OF DIRECTOR TO OPTIONS PRICE GRANT DATE DATE
- ---------------------------- -------------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Harry T. Hoffman 3,125 $8.00 11/1/93 11/1/03
4,762 $5.25 8/23/96 8/23/06
Dr. Lawrence Gould 3,125 $8.00 11/1/93 11/1/03
4,762 $5.25 8/23/96 8/23/06
Deborah J. Simon 4,166 $6.00 11/8/95 11/8/05
4,762 $5.25 8/23/96 8/23/06
John W. Waller, III 4,762 $5.25 8/23/96 8/23/06
</TABLE>
See "Certain Transactions--Consulting Agreements" for a description of
consulting agreements between the Company and certain of its directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All compensation decisions during 1996 were made by the Compensation
Committee, which at the time of such decisions consisted of Mitchell Rubenstein,
Laurie S. Silvers and Dr. Martin H. Greenberg. No changes to the compensation of
any of the foregoing persons was made in 1996. As of the date hereof, the
Compensation Committee consists of Mitchell Rubenstein, Harry T. Hoffman and Dr.
Lawrence Gould.
11
<PAGE>
CERTAIN TRANSACTIONS
ORGANIZATION OF THE COMPANY
The Company was incorporated on January 22, 1993 by Mitchell Rubenstein
and Laurie S. Silvers, whose initial capital contribution for the 1,969,192
shares of Common Stock issued to them as tenants by the entirety was $50,000.
Mr. Rubenstein and Ms. Silvers also purchased an additional 25,000 shares of
Common Stock in the Company's initial public offering (the "IPO") for $200,000.
In 1993, the Company sold to Dr. Martin H. Greenberg, a director of the
Company, James R. Fisher and Louis Taylor, 30,881, 10,808 and 10,294 shares of
Common Stock, respectively, for aggregate purchase prices of $100,000, $35,000
and $50,000, respectively. The Company's subscription agreements with Dr.
Greenberg and Messrs. Fisher and Taylor provided that in the event the Company
issued shares in an initial public offering for less than a certain price, the
Company would issue them, for no additional consideration, a certain number of
additional shares based on the public offering price per share. Pursuant to
their respective subscription agreements, upon consummation of the IPO, the
Company issued to Dr. Greenberg and Mr. Taylor an additional 6,619 and 8,456
shares of Common Stock, respectively, and did not issue any additional shares of
Common Stock to Mr. Fisher.
The Company's subscription agreements with Mitchell Rubenstein and
Laurie S. Silvers, Dr. Martin H. Greenberg, James R. Fisher and Louis Taylor
grant each of such persons certain "piggyback" registration rights under the
Securities Act for the shares issued to them pursuant to such agreements.
Pursuant to such registration rights, each of these individuals is entitled,
subject to certain exceptions, to have all or part of their shares of the
Company's common stock included, at the Company's expense, in any registration
statement filed by the Company under the Securities Act of 1933, as amended (the
"Securities Act").
ASBURY PARK PRESS
In July 1993, the Company and Asbury Park Press entered into a stock
purchase agreement pursuant to which Asbury Park Press acquired an aggregate of
400,000 shares of Common Stock for $1,250,000, $1,000,000 of which was payable
in cash installments and $250,000 of which was payable in the form of services
rendered at the Company's request any time during the three years following the
date of the agreement. The Company has granted to Asbury Park Press certain
"piggyback" registration rights under the Securities Act for the shares of
Common Stock purchased by it from the Company.
In July 1993, Mitchell Rubenstein and Laurie S. Silvers entered into a
stock option agreement with Asbury Park Press, at the request of Asbury Park
Press, pursuant to which they granted Asbury Park Press a two-year option to
purchase a number of shares of Common Stock equal to 2.5% of the total number of
shares of the Company's common stock outstanding from time to time from them for
an exercise price of $250,000. In January 1995, Asbury Park Press exercised the
option and purchased 98,229 shares of Common Stock from Mr. Rubenstein and Ms.
Silvers. Asbury Park Press has no further rights to purchase additional shares
of Common Stock from Mr. Rubenstein and Ms. Silvers.
In July 1995, the Company granted Asbury Park Press an option to
purchase 100,000 shares of Common Stock at a price of $6.13 per share (the
"Asbury Option"). The Asbury Option is exercisable until July 2000. The Company
currently has no other outstanding agreements with Asbury Park Press.
12
<PAGE>
TOMORROW ACQUISITION
During the fourth quarter of 1994, the Company acquired a controlling
interest in the book licensing and packaging business conducted by Dr. Martin H.
Greenberg, a director of the Company, and Tomorrow, Inc., a corporation owned by
Dr. Greenberg and his wife (the "Tomorrow Acquisition"). As a result of these
transactions, the book licensing and packaging business formerly conducted by
Dr. Greenberg and Tomorrow, Inc. is now held in Tekno Books, a general
partnership, 51% of which is owned by the Company and 49% of which is owned by
Dr. Greenberg. Dr. Greenberg serves as Chief Executive Officer of Tekno Books.
The Tomorrow Acquisition was effected through the following
transactions: (i) a newly formed subsidiary of the Company merged with Tomorrow,
Inc., whereupon Dr. Greenberg and his wife, the sole shareholders of Tomorrow,
Inc., received an aggregate of 183,334 shares of Common Stock in consideration
for their interests in Tomorrow, Inc.; (ii) following the merger, Tomorrow, Inc.
(which was then a wholly owned subsidiary of the Company) and Dr. Greenberg
formed a partnership ("Tekno Books"), to which Tomorrow, Inc. contributed all of
its assets in exchange for a 34.375% interest and Dr. Greenberg contributed
substantially all of his rights, including royalties and other income, to
market, sell and distribute books, magazines and other publications packaged,
printed, produced, published and/or otherwise created by him or pursuant to any
contract between him and any author or collaborator in exchange for a 65.625%
interest; and (iii) the Company purchased from Dr. Greenberg a 16.625% interest
in Tekno Books for $500,000 cash. In connection with the Tomorrow Acquisition,
the Company agreed to repurchase up to 50,000 of the shares of Common Stock
issued to Dr. Greenberg and his wife in the Tomorrow Acquisition at a price of
$6.00 per share if either (i) the Company raised in excess of $1,000,000 in
capital through the sale of its securities prior to September 9, 1995 and they
so elect or (ii) they otherwise request the Company to do so at certain times
prior to May 1996. The Greenbergs did not exercise such rights and such rights
have expired.
CONSULTING AGREEMENTS
In February 1993, the Company entered into a consulting agreement with
Dr. Martin H. Greenberg pursuant to which Dr. Greenberg agreed to render
advisory and consulting services to the Company, including identifying
best-selling authors to create characters for the Company and negotiating
agreements with such authors, arranging for the publication of prose novels and
anthologies for children and adults based on the Company's characters and comic
books, and attending trade shows and conventions on the Company's behalf. The
consulting agreement will expire in November 2003, unless terminated earlier,
which termination may only take place under certain conditions. Pursuant to the
consulting agreement, in November 1993 Dr. Greenberg began receiving consulting
fees of $30,000 per year and was granted options to purchase 6,250 shares of
Common Stock at an exercise price of $8.00 per share. In connection with the
Tomorrow Acquisition, the consulting agreement was amended on December 9, 1994
(i) to provide that Dr. Greenberg will have the exclusive right to package book
novelizations based on the Company's entertainment properties, and (ii) in lieu
of future annual stock option grants to which Dr. Greenberg was entitled under
the original agreement, to grant Dr. Greenberg options to purchase 17,778 shares
of Common Stock at an exercise price of $8.4375 per share.
In July 1993, the Company entered into consulting agreements with each
of Messrs. Jules L. Plangere, Jr. (Chairman of the Board of Asbury Park Press),
E. Donald Lass (President and Chief Executive Officer of Asbury Park Press),
Robert E. McAllan (President of Press Broadcasting Company, Inc., a subsidiary
of Asbury Park Press) and Alfred D. Colantoni (Chief Financial Officer of Asbury
Park
13
<PAGE>
Press and other subsidiaries and affiliates of New Jersey Press) (individually,
a "Consultant" and collectively, the "Consultants"), pursuant to which each
Consultant agreed, in his individual capacity, to render advisory and consulting
services to the Company with respect to the publishing, communications and
printing industries. In consideration for their services, each Consultant
received at the end of each six-month period during the term of the agreements
$12,500, at the option of the Consultant, in cash or in stock options,
exercisable for nominal consideration, to purchase a number of shares of Common
Stock having a market value at the time of payment equal to $12,500. The
consulting agreements, which were scheduled to expire in July 1995, were
extended in May 1995 for a two-year period, provided that all subsequent
compensation thereunder was payable solely in stock options. As of the date
hereof, the consulting agreements have expired and have not been renewed by
mutual agreement of the parties.
AUGUST 1995 PRIVATE OFFERING
In August 1995, the Company sold 650,000 shares of its Common Stock for
$6.25 per share in a private offering and realized gross proceeds of $4,062,500
and net proceeds of $3,435,738, after deducting fees of the placement agent and
other professional fees and related expenses. Pursuant to registration rights
granted in connection with the private offering, the Company has registered the
650,000 shares of Common Stock sold therein for resale under the Securities Act
by the holders thereof. Asbury Park Press and Tekno Simon each invested in the
private offering $1,000,000 for 160,000 shares of Common Stock.
Contemporaneously with the private offering, the Company also entered into an
agreement to sell to two investors, for $250,000 and $249,600, respectively,
immediately exercisable four-year warrants to purchase an aggregate of 240,000
shares of Common Stock at an exercise price of $6.25 per share (the "Offering
Warrants"). One investor, who participated in the August 1995 private offering,
has paid for his Offering Warrants in full and the second investor, Martin
Ergas, who subsequently purchased Canadian franchise rights from the Company has
paid $240,900 as of the date hereof and the remaining $8,700 is expected to be
received by May 1998.
INVESTMENTS BY AFFILIATE OF SIMON DEBARTOLO GROUP
To facilitate expansion of its retail division, the Company established
a long-term relationship with the largest U.S. shopping mall developer, the
Simon DeBartolo Group (formerly known as the Simon Property Group), and its
Co-Chairman, Melvin Simon. Tekno Simon, an affiliate of Mr. Simon, initially
invested $1,000,000 in shares of the Company's Common Stock in the Company's
August 1995 private placement. See "-- August 1995 Private Offering," above.
Additionally, pursuant to the Simon Stock Purchase Agreement entered into in
November 1995 and as amended October 1996, Tekno Simon has also invested a total
of $2,000,000. Of such investment, $1,360,000 was used to acquire 217,600 shares
of Company's Series A Preferred Stock to fund the costs of developing 17
Entertainment Super/Registered Mark/Kiosks, and $640,000 was used to acquire
121,393 shares of the Company's Series B Preferred Stock to fund the costs of
developing eight additional kiosks.
The Series A Preferred Stock has a stated value of $6.25 per share and
accrues non-cash dividends, payable quarterly in shares of Common Stock based on
prevailing market prices for the Common Stock. The dividends accrue on the
stated value of the outstanding shares of the Series A Preferred Stock at a
variable rate equal to a specified bank prime rate (8.5% as of the date hereof).
During the two-year period commencing on November 28, 1995, the Series A
Preferred Stock is convertible at the option of the holder into shares of Common
Stock on a one-for-one basis. After the conversion period expires, the Series A
Preferred Stock will be redeemable at any time after November 28, 1997 at the
Company's option for $7.1875 per share in cash. Except as otherwise required by
law,
14
<PAGE>
the holders of the Series A Preferred Stock will be entitled to vote together
with the holders of Common Stock on all matters, with each share of Series A
Preferred Stock having one vote. The Series A Preferred Stock will have a
liquidation preference of $7.1825 per share over the Common Stock. The holders
of the Series A Preferred Stock have certain demand and "piggyback" registration
rights to have such shares and the shares of Common Stock issued upon conversion
thereof or as dividends thereunder registered by the Company for sale by such
holders under the Securities Act.
The terms of the Series B Preferred Stock are identical to those of the
Series A Preferred Stock, except that the Series B Preferred Stock has a
purchase price adjustment provision. The purchase price of the Series B
Preferred Stock was adjusted on March 31, 1997 (for the first four fundings) and
upon completion of each subsequent funding, based on the market prices of the
Common Stock at the time of each such funding.
Pursuant to the Simon Stock Purchase Agreement, Tekno Simon has the
right to designate one nominee to the Company's Board of Directors until such
time as Tekno Simon holds less than 25% of the sum of (i) the shares of Series A
Preferred Stock and Series B Preferred Stock purchased pursuant to the stock
purchase agreement, as amended (or shares of Common Stock issued or issuable
upon conversion thereof), and (ii) the shares of Common Stock purchased by Tekno
Simon in the Company's August 1995 private offering. Certain principal
shareholders of the Company, including Mitchell Rubenstein, Laurie S. Silvers,
Asbury Park Press and Dr. Martin H. Greenberg, have agreed to vote their shares
of Common Stock in favor of the election of Tekno Simon's nominee to the Board
of Directors. Tekno Simon's current nominee on the Board of Directors is Deborah
J. Simon.
The Simon DeBartolo Group and other affiliates of Tekno Simon are party
to various leases with the Company for certain of the Company's Entertainment
Super/bullet/Kiosks and its in-line store at the Mall of America.
LINE OF CREDIT
The Company's Chairman of the Board and Chief Executive Officer and the
Company's Vice Chairman and President extended to the Company a $1.1 million
line of credit facility providing for interest-only payments calculated at the
JP Morgan Bank prime rate of interest. The line of credit is prepayable at any
time without penalty by the Company and is payable on demand of the holders. As
of June 30, 1997, the Company had a balance outstanding of $912,000 under this
line of credit, which was repaid in full subsequent to June 30, 1997. The line
of credit currently remains available to the Company.
APPROVAL OF AFFILIATED TRANSACTIONS
All transactions between the Company and its directors, executive
officers and principal shareholders have been, and in the case of future
transactions will be, on terms no less favorable than could be obtained from
unaffiliated third parties and have been, and in the case of future transactions
will be, subject to approval by a majority of the independent, disinterested
directors of the Company.
15
<PAGE>
PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP, independent public accountants, served
as the Company's independent public accountants for the year ending December 31,
1996. The Board of Directors, by a unanimous written consent dated September 22,
1997, directed that management submit the appointment of Arthur Andersen LLP for
ratification by the shareholders at the Annual Meeting as the Company's
independent public accountants for the current year ending December 31, 1997.
One or more representatives of Arthur Andersen LLP are expected to be present at
the Annual Meeting, will have the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate questions
from shareholders.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
OTHER MATTERS
The Board of Directors is not aware of any other business that may come
before the Annual Meeting. However, if additional matters properly come before
the Annual Meeting, the persons named in the accompanying proxy will vote
proxies as in their discretion they may deem appropriate, unless they are
directed by a proxy to do otherwise.
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, a shareholder intending to present a proposal to be included in the
Company's proxy statement for the Company's 1998 Annual Meeting of Shareholders
must deliver a proposal in writing to the Company's principal executive offices
no later than June 16, 1998.
ADDITIONAL INFORMATION
A copy of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996 is being provided to shareholders with this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Laurie S. Silvers, Secretary
October 14, 1997
Boca Raton, Florida
16
<PAGE>
BIG ENTERTAINMENT, INC.
PROXY
Solicited by the Board of Directors for the Annual Meeting
to be held November 13, 1997
The undersigned hereby appoints Mitchell Rubenstein and Laurie S. Silvers,
and each of them, the proxy or proxies of the undersigned, with full power of
substitution to vote all shares of the capital stock of Big Entertainment, Inc.,
a Florida corporation (the "Company"), that the undersigned is entitled to vote
at the Annual Meeting of Shareholders of the Company to be held on November 13,
1997, or adjournments thereof, with all powers the undersigned would possess if
personally present, on the following as specified and, in their discretion, on
such other matters as may properly come before the Annual Meeting.
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
BIG ENTERTAINMENT, INC.
NOVEMBER 13, 1997
- ---------------Please Detach and Mail in the Envelope Provided------------------
A [X] Please mark your
votes as in this
example.
For all nominees
listed at right (except as Withhold authority to
marked to the vote for all nominees
contrary below) (listed at right)
PROPOSAL 1:
Elect Directors. [ ] [ ]
(To withhold your vote for any nominee or nominees,
print the name(s) below.)
___________________________________________________
NOMINEES: Mitchell Rubenstein
Harry T. Hoffman
E. Donald Lass
Laurie S. Silvers
Dr. Lawrence Gould
Deborah J. Simon
Dr. Martin H. Greenberg
Jules L. Plangere, Jr.
FOR AGAINST ABSTAIN
PROPOSAL 2: Ratify Selection of Arthur Andersen LLP
as Independent Public Accountants. [ ] [ ] [ ]
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND IN THE DISCRETION
OF THE PROXIES NOMINATED HEREBY ON ANY OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY, USING THE
ENCLOSED ENVELOPE.
SIGNATURE_____________________ _________________________ Dated:___________ 1997
SIGNATURE IF HELD JOINTLY
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SHARES ARE
REGISTERED IN MORE THAN ONE NAME, THE SIGNATURES OF ALL SUCH HOLDERS ARE
REQUIRED. A CORPORATION SHOULD SIGN IN THE FULL CORPORATION NAME BY A DULY
AUTHORIZED OFFICER, STATING SUCH OFFICER'S TITLE AND OFFICIAL CAPACITY,
GIVING THE FULL TITLE AS SUCH. A PARTNERSHIP SHOULD SIGN IN THE
PARTNERSHIP NAME BUY AN AUTHORIZED PERSON, STATING SUCH PERSON'S TITLE AND
RELATIONSHIP TO THE PARTNERSHIP.
