SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
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5th Avenue Channel Corp.
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(Name of Registrant As Specified In Its Charter)
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<PAGE>
5TH AVENUE CHANNEL CORP.
3957 N.E. 163RD STREET
NORTH MIAMI BEACH, FLORIDA 33160
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ON DECEMBER 29, 2000
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To the Shareholders of 5th Avenue Channel Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of 5th Avenue Channel Corp., a Florida corporation (the
"Company"), will be held on Friday, December 29, 2000, at 10:00 a.m., at the
Company's principal executive offices, at 3957 N.E. 163rd Street, North Miami
Beach, Florida 33160, telephone number (305) 947-3010, for the following
purposes, all of which are set forth more completely in the accompanying
Information Statement:
1. To elect four Directors of the Company for the current year;
2. To consider and vote upon a proposal to ratify the selection of
Rachlin, Cohen and Holtz, LLP, as the Company's independent public
accountants for the year ending December 31, 1999; 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 Thursday,
December 7, 2000 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Annual Meeting. A copy of the
Company's most recent Annual Report on Form 10-KSB for the year ended December
31, 1999 and Quarter Report on Form 10-QSB/A for the period ended September 30,
2000 are enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
Melvin Rosen, Secretary
North Miami Beach, Florida
December 8, 2000
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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5TH AVENUE CHANNEL CORP.
3957 N.E. 163RD STREET
NORTH MIAMI BEACH, FLORIDA 33160
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INFORMATION STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 29,2000
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At the close of business on Thursday, December 7, 2000 (the "Record
Date"), the Company had outstanding 27,941,966 shares of common stock, $.001 par
value per share (the "Common Stock") and no share of preferred stock. Each share
of Common Stock entitles the holder thereof to one vote on each matter submitted
to a vote of shareholders. Only record holders of Common Stock 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 of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. If less than a majority of the outstanding
shares of Common Stock entitled to vote are represented at the Annual Meeting, a
majority of the shares of Common Stock 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.
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 of Common Stock 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 of Common Stock 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 of Common Stock 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 of
Common Stock with respect to the election of directors and other matters
addressed at the Annual Meeting. Any such shares of Common Stock 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.
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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 five percent of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each Named Executive Officer (as hereinafter defined) and (iv) all directors 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>
NAME AND NUMBER OF SHARES PERCENTAGE OF
ADDRESS OF BENEFICIAL OWNER (1) BENEFICIALLY OWNED(2) BENEFICIAL OWNERSHIP
-------------------------------------------- --------------------------------------------------
<S> <C> <C>
Melvin Rosen 16,896,066(3) 53.21%
Eric Lefkowitz 1,490,700(4) 4.69%
Ivan Rothstein 672,880(5) 2.12%
Dennis J. Devlin 274,000(6) 0.86%
Nick van der Linden 334,000(7) 1.05%
All directors and executive officers
of the Company as a group (7 persons) 19,869,146(8) 62.58%
</TABLE>
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(1) Except as otherwise noted, the address of each beneficial owner is in
care of the Company, 3957 N.E. 163rd Street, North Miami Beach, Florida
33160.
(2) Based on 27,941,966 shares of common stock issued and outstanding as of
December 7, 2000, for purposes of calculating each person's beneficial
ownership, amount and percentage, each person's options and warrants
that are exercisable within 60 days as of December 7, 2000 are included
and are deemed outstanding and are added to the 27,941,966 shares
outstanding.
(3) Includes 500,000 shares of common stock issuable upon exercise of a
warrant at an exercise price of $1.00 per share, 500,000 shares
issuable upon exercise of a warrant at $5.00 per share; options to
purchase 357,600 shares at $2.75 per share; 74,500 at $10.00; 74,500 at
$15.00; 74,500 at $20.00 and 944,600 issuable at various prices
conditioned on performance.
(4) Includes options to purchase 268,200 shares at $2.75 per share; 74,500
at $10.00; 74,500 at $15.00; 74,500 at $20.00; and 44,700 at fair value
on date of grant.
(5) Includes options to purchase 143,040 shares at $2.75 per share; 74,500
at $10.00; 74,500 at $15.00; and 74,500 at $20.00; and 141,340 at fair
value on date of grant
(6) Includes options to purchase 5,000 shares at $5.85 per share; 5,000 at
$8.25; and 14,000 at fair value on date of grant.
(7) Represents shares owned by Caladan B.V., a company controlled by Mr.
Van der Linden, and options to purchase 14,000 shares at fair value on
date of grant.
(8) Includes a total of 3,809,480 shares issuable upon the exercise of
presently exercisable options and warrants held by the following
persons: Mel Rosen 1,000,000 warrants and 1,525,700 options; Eric
Lefkowitz, 536,400 options; Ivan Rothstein 507,880 options; Dennis
Devlin 24,000 options; Nick van der Linden, l4,000 options; Aurelio
Alonso 50,000 options and Michael Tedesco 151,500 options.
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ELECTION OF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD
At the Annual Meeting, three 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 following table sets forth certain information concerning each
nominee.
NAME AGE POSITION
------------------- --- ------------------------------------------------
Melvin Rosen 56 President, Chief Executive Officer and Director*
Eric Lefkowitz 40 Senior Vice President and Director*
Dennis J. Devlin 52 Director*
Nick van der Linden 32 Director
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* Member of Audit Committee
MEL ROSEN, has served as president, chief executive officer and
chairman of the Board of the Company since May 1997. From July 1986 to May 1996,
he owned and served as the president of the company that owned a wireless
television system in Costa Rica which was sold to us in February 1996. He was
also the co-founder of TVN, a large pay-per-view company.
ERIC LEFKOWITZ, has served as one of our executive vice presidents
since January 1999 and as one of our directors since March 1998. Between 1994
and 1999, Mr. Lefkowitz was president, CEO and 50% owner of International
Broadcast Consultants of America, Inc., a consumer products marketing and
wholesaling company.
DENNIS J. DELVIN, has served as one of our directors since May 1993 and
as our vice president from 1993 to 1998. Mr. Delvin is the founder and has
served as president of Dennis' Mobile Home Service and Supply, Inc. in Wayne,
Michigan since 1979. Mobile Home Service and Supply, Inc. is engaged in the
construction of additions, roof systems and specialized products for mobile home
owners, including remodeling, insurance services, parts supply and repair.
NICK VAN DER LINDEN, has served as one of our directors since November
1999. Mr. van der Linden is founder of Caladan B.V., a holding company for a
number of investment activities including corporate finance and consulting. Mr.
Van der Linden is also founder of The Traders Society N.V., a wholesale trading
house in the Netherlands where he served as chief executive officer from 1996 to
1998. From 1994 to 1996, he was a managing director at Rabo Securities in the
Netherlands.
Each director of the Company holds such position until the next annual
meeting of shareholders and until his successor is duly elected and qualified.
The officers hold office until the first meeting of the Board of Directors
following the annual meeting of shareholders and until their successors are
chosen and qualified, subject to early removal by the Board of Directors.
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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, 1999 have been complied with.
MEETINGS AND COMMITTEES
During the year ended December 31, 1999, the Board of Directors met on
8 occasions, 6 times in person or telephonically and 2 times by unanimous
written consent.
The Board of Directors has one committee, the Audit Committee. Melvin
Rosen and Eric Lefkowitz, and one independent director, Dennis J. Devlin, are
the members of the Audit Committee. The Audit Committee is 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. The Audit Committee was
formed in late 1997 and did not meet during the year ended December 31, 1999.
During 1999 there was no nominating committee, compensation committee,
or other similar committee of the Board of Directors. Rather, such functions
were performed by the Board of Directors as a whole.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth the
aggregate compensation paid in 1999, 1998 and 1997 to all Executive Officers of
the Company. No other executive officer of the Company received compensation in
excess of $100,000 during 1999.
SHARES
NAME AND YEAR UNDERLYING
PRINCIPAL POSITION ENDED SALARY ($) OPTIONS (#)
-------------------------- ----------- ------------ -----------
Melvin Rosen 12/31/99 $ 180,000 0
President and CEO 12/31/98 180,000 0
12/31/97 (1) 90,000 0
Eric Lefkowitz 12/31/99 150,000 0
Senior Vice President 12/31/98 (2) 50,000 0
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(1) Mr. Rosen commenced his employment with us in May 1997 and has accrued his
entire salary since that time.
(2) Mr. Lefkowitz commenced his employment with us in November 1998
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OPTION GRANTS IN LAST FISCAL YEAR.
None of the above named executive officers received options in 1999.
OPTIONS EXERCISED.
None of the above named executive officers exercised options in 1999.
STOCK OPTION PLAN
In January 1995, the Company adopted a stock option plan (the "SOP"),
pursuant to which officers, directors, key employees and consultants are
eligible to receive "incentive" and /or non-qualified stock options. The Company
can grant 200,000 shares of its common stock under the SOP. The SOP is
administered by the Board of Directors which determines, among other things, the
persons to be granted options under the SOP, the number of shares subject to
each option, and the option price. To date, the Company has granted options to
purchase 200,000 shares of common stock under the SOP, all of which remain
outstanding. The exercise price of all options granted under the SOP equaled or
exceeded the fair market value of the common stock at the date of grant.
LONG-TERM INCENTIVE AND PENSION PLANS. The Company does not have any
long-term incentive or pension plans other than the above-mentioned SOP.
COMPENSATION OF DIRECTORS. Directors of the Company who are neither
employees nor consultants ("non-employee directors") are compensated at the rate
of $500 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.
PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Rachlin, Cohen, Holtz, LLP, independent public accountants,
served as the Company's independent public accountants for the year ending
December 31, 1999. The Board of Directors instructed management to submit the
appointment of Rachlin, Cohen, Holtz LLP for ratification by the shareholders at
the Annual Meeting as the Company's independent public accountants for the
current fiscal year ending December 31, 1999. One or more representatives of
Rachlin, Cohen, Holtz, 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.
OTHER MATTERS
The Board of Directors is not aware of any other business that may come
before the Annual Meeting.
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SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the SEC, a shareholder intending
to present a proposal to be included in the Company's proxy statement for the
Company's next Annual Meeting of Shareholders must deliver a proposal in writing
to the Company's principal executive offices no later than March 10, 2001.
ADDITIONAL INFORMATION
A copy of the Company's most recent Annual Report on Form 10-KSB for
the year ended December 31, 1999 and Quarter Report on Form 10-QSB/A for the
period ended September 30, 2000 are being provided to shareholders with this
Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Melvin Rosen, Secretary
December 8, 2000
North Miami Beach, Florida
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