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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MultiMedia Tutorial Services, Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
[NAME OF FILER IF APPLICABLE]
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
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DRAFT - 14 FEB 1997
MULTI-MEDIA TUTORIAL SERVICES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special Meeting of Shareholders of Multi-
Media Tutorial Services, Inc. (the "Company") will be held at the Company's
offices at 205 Kings Highway, Brooklyn, New York on April 8, 1997 at 10:00 A.M.
and at any adjournments thereof for the following purposes as set forth in the
accompanying Proxy Statement:
1. To consider and vote upon a proposal to amend the Company's Certificate
of Incorporation to effect a one-for-five reverse stock split by
changing the number of authorized shares of Common Stock, par value
$.01, from 20,000,000 shares to 4,000,000 shares, par value $.05; and
2. To consider and vote upon a proposal to amend the Company's Certificate
of Incorporation immediately following the amendment effecting the
reverse stock split to increase the amount of authorized Common Stock
to 20,000,000 shares, with a par value of $.01 per share; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The current members of the Board of Directors presently hold Common
Stock representing an aggregate of approximately 1,082,573 votes, or
approximately 16.8% of the total number of votes eligible to be cast at the
Annual Meeting.
Holders of record of the Company's Common Stock at the close of
business on March 5, 1997 will be entitled to vote at the meeting.
By Order of the Board of Directors
Anne Reichman, Secretary
Dated: March __, 1997
Whether or not you plan to attend the meeting, please date and sign the
enclosed proxy and return it in the envelope provided. Any person giving a proxy
has the power to revoke it at any time prior to its exercise and if present at
the meeting may withdraw it and vote in person. Attendance at the meeting is
limited to shareholders, their proxies and invited guests of the Company.
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MULTI-MEDIA TUTORIAL SERVICES, INC.
205 Kings Highway
Brooklyn, New York 11223
------------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 8, 1997
-----------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by Management of proxies to be voted at a Special Meeting of Shareholders of the
Company to be held at the Company's offices at 205 Kings Highway, Brooklyn, New
York on April 8, 1997 at 10:00 A.M. and at any adjournments thereof. The only
matters proposed to be considered at the Meeting are the approval of two
amendments to the Company's Certificate of Incorporation effecting a
one-for-five reverse stock split and thereafter increasing the amount of
authorized Common Stock (the "Amendments").
The shares represented by proxies that are received in the enclosed
form and properly filled out will be voted in accordance with the specifications
made thereon. In the absence of specific instructions, proxies will be voted in
accordance with the recommendations made herein with respect to the proposals
described in this Proxy Statement. Proxies may be revoked by shareholders by
written notice received by the Secretary of the Company at the address set forth
above, at any time prior to the exercise thereof.
Shareholders of record at the close of business on March 5, 1997 are
entitled to notice of and to vote at the Special Meeting or any adjournments
thereof. As of March 5, 1997, the Company's voting securities outstanding
totaled 6,440,843 shares of Common Stock. Each share of Common Stock is entitled
to one vote.
ITEM I. PROPOSAL CONCERNING REVERSE STOCK SPLIT
The Board of Directors of the Company has adopted a proposal declaring
advisable an amendment to the Certificate of Incorporation of the Company to
effect a one-for-five reverse stock split of all of the authorized Common Stock
(the "Reverse Stock Split Amendment"). As of March 5, 1997, the Company had
authorized 20,000,000 shares of Common Stock, $.01 par value and 1,000,000
shares of Preferred Stock, $.01 par value. As of that date, there were issued
and outstanding 6,440,843 shares of Common Stock and 13 shares of Preferred
Stock. Except for the receipt of cash in lieu of fractional interest, the
proposed reverse stock split will not affect any shareholder's proportionate
equity interest in the Company. The proposed form of the Certificate of
Amendment to the Certificate of Incorporation respecting the Reverse Stock Split
Amendment is attached hereto as Exhibit A.
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The Reverse Stock Split Amendment will not have any material impact on
the aggregate capital represented by the shares of capital stock for financial
statement purposes. Adoption of the reverse stock split will reduce the
presently authorized and outstanding shares of Common Stock as indicated on the
table below. However, the proposed amendment to increase the authorized shares
of Common Stock to 20,000,000, with a par value of $.01 per share, would result
in increases in the proportionate amounts of Common Stock which would be
potentially issuable by the Company. See "Item I. Proposal Concerning Increase
in Number of Authorized Shares of Common Stock."
In connection with the reverse stock split, current shareholders would
receive one share of Common Stock, or cash for any resulting fractional share or
both, in exchange for five currently outstanding shares of Common Stock.
Before Split After Split
Class of Stock Authorized Issued Authorized Issued
- -------------- ---------- ------ ---------- ------
Common Stock 20,000,000 6,440,843 4,000,000 1,288,160
The number of issued shares after the reverse stock split are
approximate. Except for changes resulting from the reverse stock split and the
proposed increase in the amount of authorized Common Stock, the rights and
privileges of holders of shares of Common Stock will remain the same, both
before and after the filing of the Amendments.
Reasons for the Reverse Stock Split
On November 19, 1996, the National Association of Securities Dealers,
Inc. Automated Quotation System ("NASDAQ") wrote to the Company noting that the
bid price of the Company's Common Stock had been below $1.00 per share for more
than ten consecutive trading days. NASDAQ rules require that securities traded
on NASDAQ generally must maintain a minimum bid price of $1.00. NASDAQ informed
the Company that it had to correct this shortfall or provide a plan for
compliance no later than February 19, 1997. As of February 19, 1997, the closing
bid price of the Company's Common Stock was $_____. It is expected that the
proposed reverse stock split will enable the Company's Common Stock to meet this
requirement. An exemption from this requirement is available to the Company
based upon the value of the Company's outstanding publicly traded stock and its
stockholders' equity. However, the Company has been unable to acquire sufficient
funding to meet the stockholder equity requirements for the exception to this
NASDAQ standard.
The Company's management believes that maintaining the Company's NASDAQ
listing is very important to the Company and its shareholders. Pursuant to Rule
15c2-6 (the "Rule") adopted by the Securities and Exchange Commission
("Commission") under the
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Securities Exchange Act of 1934, broker-dealers are required to implement
certain supplemental sales practice requirements when recommending and selling
"designated securities" to customers in transactions not exempt under the Rule.
The Rule was directed at the elimination of certain practices in connection with
the sale of certain low priced securities. The Rule exempts from its
requirements the securities of issuers listed on national securities exchanges
and the NASDAQ trading systems. Management of the Company believes that the
market for the Company's Common Stock will be improved by maintaining its
listing on NASDAQ, thereby maintaining the exemption of its Common Stock from
the impact of the Rule.
The Board of Directors also believes that the current per share price
level of the Company's Common Stock has reduced the effective marketability of
the shares because of the reluctance of many leading brokerage firms to
recommend low priced stock to their clients. In addition, a variety of brokerage
house policies and practices tend to discourage individual brokers within those
firms from dealing in low priced stock. Some of those policies and practices
pertain to the payment of brokers commissions and to time consuming procedures
that function to make the handling of low priced stocks unattractive to brokers
from an economic standpoint.
The decrease in the number of shares of Common Stock outstanding as a
consequence of the proposed reverse stock split should increase the per share
price of the Common Stock, which may encourage greater interest in the Common
Stock and possible promote greater liquidity for the Company's shareholders.
However, the increase in the per share price of the Common Stock as a
consequence of the proposed reverse stock split may be proportionately less than
the decrease in the number of shares outstanding. In addition, any increased
liquidity due to any increased per share price could be partially or entirely
off-set by the reduced number of shares outstanding after the proposed reverse
stock split. Nevertheless, the proposed reverse stock split could result in a
per share price that adequately compensates for the adverse impact of the market
factors noted above. There can, however, be no assurance that the favorable
effects described above will occur, or that any increase in per share price of
the Common Stock resulting from the proposed reverse stock split will be
maintained for any period of time. The management of the Company does not
currently intend to engage in any future transactions or business combinations
which would qualify the Company for deregistration of the Common Stock from the
reporting and other requirements of federal securities laws.
The Company is currently seeking to secure additional equity capital
through the private sale of stock, although as of the date hereof it has not
entered into any commitments with respect to such financings. The Company
believes that prospective investors will view an investment in the Company more
favorable if its shares
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continue to be listed on NASDAQ. Management of the Company believes that the
one-for-five reverse stock split may also result in a stock price with broader
interest to institutional investors. There can be no assurance that a reverse
stock split in this amount will have this desired consequence.
The actual timing of the filing of the amendment of the Certificate of
Incorporation effecting the reverse stock split will be determined by the
management of the Company based upon their evaluation as to when such an action
will be most advantageous to the Company and its shareholders. Also, in the
event that the Company's Common Stock price exceeds $1.00 or the Company
acquires sufficient financing to qualify for the exemption from the NASDAQ
minimum bid price requirement, the Company's management reserves the right to
forego or postpone filing the Reverse Stock Split Amendment. The proposed
reverse stock split will become effective on the effective date of that filing
(the "Effective Date"). Commencing on the Effective Date, each currently
outstanding certificate will be deemed for all corporate purposes to evidence
ownership of the reduced number of shares resulting from the reverse stock
split. Currently outstanding certificates do not have to be surrendered in
exchange for new certificates in connection with the reverse stock split.
Rather, new stock certificates reflecting the number of shares resulting from
the reverse stock split will be issued only as currently outstanding
certificates are transferred. However, the Company will provide shareholders
with instructions as to how to exchange their certificates and encourage them to
do so. The Company will obtain a new CUSIP number for its shares of Common
Stock.
To the extent a shareholder holds a number of shares that would result
in a residual fractional interest, the Company will pay, as soon as is
practicable after the Effective Date, $0.__ for each share of Common Stock
outstanding prior to the reverse stock split that comprises the fractional
interest. Shareholders will not have the opportunity on or after the Effective
Date to round off their shareholdings to avoid resulting fractional interest.
The $.__ price per share figure for the Common Stock purchased pursuant to the
retirement of resulting fractional interests is based on the closing bid price
of the Common Stock as reported by NASDAQ on March __, 1997. The management of
the Company believes that the $.__ price per share figure is fair to all of the
shareholders whose fractional interests are retired, the other shareholders of
the Company and the Company. As of March 5, 1997, the Company has _______
shareholders of record and believes that the approximate total number of
beneficial holders of the Common Stock of the Company to be approximately
______, based on information received from the transfer agent and those
brokerage firms who hold the Company's securities in custodial or "street" name.
After the reverse stock split the Company estimates that, based on the
shareholdings as of March 5, 1997, it will continue to have approximately the
same number of shareholders.
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There can be no assurance that the market price of the Common Stock
after the proposed reverse stock split will be five times the market price
before the proposed reverse stock split, or that such price will either exceed
or remain in excess of the current market price.
Warrants and Options
The Company currently has outstanding Warrants, most of which are
publicly traded, to acquire an aggregate of 3,743,750 shares of Common Stock at
$5.60 per share (the "Warrants). The Warrants are subject to redemption at $.05
per Warrant upon 30 days written notice provided the average closing bid price
of the Common Stock in the over-the-counter market (or the last sale price
listed on a national securities exchange) equals or exceeds $8.40 per share for
20 trading days within a period of thirty consecutive trading days ending on the
fifth trading day immediately prior to the notice of redemption. As a result of
the reverse stock split the exercise prices of the Warrants will be adjusted to
$28.00 per share, the closing bid price which the Common Stock must achieve
before the Warrants become subject to redemption will be adjusted to $42.00 per
share, and the redemption price will be adjusted to $.25 per share.
As with the Company's Common Stock, the Warrants will be reverse split
one-for-five so that the total number of outstanding Warrants shall become
748,750. Each Warrantholder shall have one Warrant for every five Warrants held
previously. After the reverse stock split, each Warrant will remain exercisable
to purchase one share of Common Stock, all at the adjusted price indicated
above. The Company will have the right to pay cash in lieu of issuing fractional
Warrants. To the extent a Warrantholder holds a number of Warrants that would
result in a residual fractional interest, the Company will pay, as soon as is
practicable after the Effective Date, $.___ for each Warrant outstanding prior
to the reverse stock split that comprises the fractional interest.
Warrantholders will not have the opportunity on or after the Effective Date to
round off their holdings to avoid resulting fractional interest. The $.__ price
per Warrant purchased pursuant to the retirement of resulting interests is based
on the closing bid price of the Warrants as reported by NASDAQ on March _, 1997.
The management of the Company believes that these prices are fair to all of the
Warrantholders whose fractional interests are retired, the other shareholders of
the Company and the Company.
The Company also has outstanding or is authorized to issue various
warrants and options exercisable to acquire up to an aggregate of 6,017,312
shares of Common Stock at various exercise prices. The amount of stock issuable
pursuant to these options and warrants will be reduced to one-fifth the previous
amounts and the per share exercise prices will be increased 500%.
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Federal Income Tax Consequences
The federal income tax consequences of the proposed reverse stock split
will be as set forth below. The following information is based upon existing law
which is subject to change by legislation, administrative action and judicial
decision and is therefore necessarily general in nature. Therefore, shareholders
are advised to consult with their own tax advisors for more detailed information
relating to their individual tax circumstances.
1. The proposed reverse stock split will be a tax-free recapitalization
for the Company and its shareholders to the extent that currently outstanding
shares of stock are exchanged for other shares of stock after the split.
2. The new shares of each class of stock in the hands of a shareholder
will have an aggregate basis for computing gain or loss equal to the aggregate
basis of shares of each class of stock held by that shareholder immediately
prior to the proposed reverse stock split if no fractional shares are present.
If fractional shares are present as a result of the split, and the shareholder
realizes a gain on the exchange, the shareholder will recognize a taxable gain
equal to the lesser of the cash received or the gain realized. If fractional
shares are present and a loss is realized on the exchange, the loss is not
recognized, but rather the loss must be deferred until the shareholder disposes
of the new stock in a taxable transaction. The shareholder's basis in the new
stock is equal to the basis in the stock exchanged less any cash received plus
gain recognized, if any.
3. Shareholders who receive cash for fractional shares will be treated
as if they had received such fractional shares and then sold them to the
Company. Such shareholders will recognize gain or loss equal to the difference
between the amount of cash received and their basis in the stock exchanged.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE
REVERSE STOCK SPLIT AMENDMENT.
ITEM II. PROPOSAL CONCERNING INCREASE IN NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
At the Meeting, shareholders will be asked to adopt an amendment to the
Company's Certificate of Incorporation to be filed immediately following the
reverse stock split to increase the number of authorized shares of the Company
to 20,000,000 shares of Common Stock, with a par value of $.01 per share (the
"Proposed Stock Amendment"). The Company's Board of Directors has approved the
Proposed Stock Amendment subject to shareholder authorization.
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At March 5, 1997, the authorized capital of the Company consisted of
20,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, both
par value $.01 per share. Following the reverse stock split, the authorized
capital of the Company will be 4,000,000 shares of Common Stock and 1,000,000
shares of Preferred Stock, both par value $.05 per share. As of March 4, 1997,
6,440,843 shares of Common Stock and 13 shares of Preferred Stock were
outstanding. Following the one-for-five reverse stock split, the number of
outstanding shares of Common Stock will be approximately 1,288,160 shares. In
addition, as of March 5, 1997, after giving effect to the one-for-five reverse
stock split, an aggregate of 2,242,212 shares of Common Stock were reserved for
issuance upon: (i) exercise of options granted or which may be granted under the
Company's Stock Option Plans (70,000 shares), (ii) conversion of the Company's
currently outstanding Preferred Stock (260,000 shares), (iii) exercise of the
Company's outstanding public Warrants (748,750 shares), and (iv) exercise of
various other outstanding warrants and options (1,163,462 shares). Therefore,
after the reverse stock split, the Company will have only 469,628 more shares of
Common Stock authorized than it has reserved for issuance. The Company must
increase the number of its authorized shares of Common Stock in order to be able
to have adequate Common Stock available to meet its current obligations to issue
Common Stock and in order to utilize equity issuances in future financings and
acquisitions. The Company does not currently have any additional agreements or
understandings respecting the issuance of additional Common Stock although it is
currently seeking additional financing through the private sale of its
securities.
If the Proposed Stock Amendment is adopted by the Company's
shareholders, the additional shares of Common Stock would be issuable at any
time and from time to time, by action of the Board of Directors without further
authorization from the Company's shareholders, except as otherwise required by
applicable law or rules and regulations to which the Company may be subject, to
such persons and for such consideration (but not less than the par value
thereof) as the Board of Directors determines. Holders of Common Stock of the
Company have no preemptive rights to acquire or subscribe to any of the
additional shares of Common Stock.
Issuance of additional Common Stock, directly or upon conversion of
Preferred Stock or exercise of warrants or options, would have a dilutive effect
on the voting power of the outstanding Common Stock of the Company. Depending
upon the number of shares of the Company's Common Stock issued and the amount of
any additional consideration to be paid upon the conversion of any of the shares
of Preferred Stock into shares of Common Stock (if the Board of Directors
affords conversion privileges to Preferred Stock) and the relationship thereof
to the book value of the Common Stock, it is possible that issuance of any of
the Common Stock, either directly or upon conversion of any of the Preferred
Stock,
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could have a dilutive effect on stockholders' equity in the Company.
Considerations
If the Proposed Stock Amendment is not approved, the Company will have
limited number of authorized shares of Common Stock available for future use by
the Company. The Company's management believes that the authorization of the
additional shares of Common Stock are in the best interests of the Company and
its shareholders so that sufficient shares will be readily available for use, if
feasible, in acquisitions, in raising additional capital and for grants as
incentives to employees, officers, directors and consultants of the Company.
From time to time the Company may consider acquisitions or other
transactions which may require the issuance of shares of Common Stock. The
Company presently has no understandings or arrangements which would require the
issuance of any of the additional shares of Common Stock which are proposed to
be authorized although it is currently seeking additional financing through the
private sale of its securities. However, management believes that the increase
in the number of authorized shares of Common Stock are in the best interests of
the Company and its shareholders since additional shares of Common Stock will be
available for use, if feasible, in acquisitions and in raising additional
capital and will provide the Company with the flexibility of having a broader
choice in the type and number of equity securities available to it for the above
and other corporate purposes.
Due to the Board of Directors' discretion in connection with the
issuance of additional shares of Common Stock and in connection with the
issuance and the relative rights and preferences of the Preferred Stock, such as
its ability to cause the Common Stock or the Preferred Stock to be issued in a
private placement or to determine the convertability of the Preferred Stock, it
may, under certain circumstances, possess timing and other advantages in
responding to a tender offer or other attempt to gain control of the Company,
which may make such attempts more difficult and less attractive. For example,
issuance of additional shares would increase the number of shares outstanding
and could necessitate the acquisition of a greater number of shares by a person
making a tender offer and could make such acquisition more difficult since the
recipient of such additional shares may favor the incumbent management.
Moreover, these advantages, including the right to grant voting powers to the
holders of the Preferred Stock, gives the Board of Directors the ability to
provide any such holders with a veto power over actions proposed to be taken by
the holders of the Company's Common Stock. This could have the effect of
insulating existing management from removal even if it is in the best interest
of the common stockholders. Management of the
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Company is not aware of any existing or threatened efforts to obtain control of
the Company.
The foregoing is only a summary of the Proposed Stock Amendment and is
not intended to be complete. Shareholders are urged to read carefully the
provisions of the Proposed Stock Amendment, the complete text of which is
attached as part of Exhibit B to this Proxy Statement. The foregoing summary is
qualified in its entirety by reference to such complete text.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE
FOR THE PROPOSED STOCK AMENDMENT
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of
Common Stock outstanding and entitled to vote at the Special Meeting voting
together is required to adopt the Reverse Stock Split Amendment and the Proposed
Stock Amendment to the Certificate of Incorporation. Abstentions will not be
counted as affirmative votes. The current members of the Board of Directors
presently hold voting authority for Common Stock representing an aggregate of
approximately 1,082,573 votes, or approximately 16.8% of the total number of
votes eligible to be cast at the Annual Meeting. The members of the Board of
Directors have indicated their intention to vote affirmatively on all of the
proposals.
EXPENSE OF SOLICITATION
The cost of soliciting proxies, which also includes the preparation,
printing and mailing of this Proxy Statement, will be borne by the Company.
Solicitation will be made by the Company primarily through the mail, but regular
employees of the Company may solicit proxies personally, by telephone or
telegram. The Company will request brokers and nominees to obtain voting
instructions of beneficial owners of stock registered in their names and will
reimburse them for any expenses incurred in connection therewith.
OTHER MATTERS
The Company knows of no items of business that are expected to be presented
for consideration at the Special Meeting which are not enumerated herein.
However, if other matters properly come before the Meeting, it is intended that
the person named in the accompanying proxy will vote thereon in accordance with
his best judgment.
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PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN
THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. A PROMPT RETURN OF YOUR PROXY CARD WILL BE APPRECIATED AS IT WILL SAVE
THE EXPENSE OF FURTHER MAILINGS.
Dated: Brooklyn, New York
March __, 1997
By Order of the Board of Directors
Anne Reichman, Secretary
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MULTIMEDIA TUTORIAL SERVICES, INC.
MultiMedia Tutorial Services, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That pursuant to the recommendation of the Board of Directors of
MultiMedia Tutorial Services, Inc., the following resolution amending the
Certificate of Incorporation of said corporation, has been adopted by the
vote of stockholders of said corporation holding a majority of the outstanding
stock entitled to vote thereon. The resolution setting forth the amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended to provide that the shares of Common Stock of
this corporation shall be combined on the basis of one (1) share for
each five (5) shares heretofore authorized so that the 20,000,000
shares of Common Stock, $.01 par value, this corporation is authorized
to issue, shall be combined into 4,000,000 shares of capital stock,
$.05 par value; and
be it further
RESOLVED, that Paragraph 4(a) of the Certificate of
Incorporation shall be amended to read in its entirety as follows:
"(a) The aggregate number of shares which the
Corporation shall have the authority to issue is 5,000,000,
which are divided into 4,000,000 shares of Common Stock, par
value $.05 per share, and 1,000,000 shares of Preferred Stock,
par value of $.01 per share."
It is further
RESOLVED, that except as expressly amended, the Fourth Article
of the Certificate of Incorporation of this corporation shall hereby
remain in effect as heretofore set forth and shall be unchanged in any
respect by any provision hereof.
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SECOND: That these resolutions have been adopted by vote of
stockholders holding a majority of the outstanding stock entitled to vote
thereon in accordance with Section 216 of the General Corporation Law of the
State of Delaware.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
FOURTH: That the capital of said corporation shall not be
reduced under or by reason of said amendment.
IN WITNESS WHEREOF, said MultiMedia Tutorial Services, Inc., has caused
this certificate to be signed by its President, and its
Secretary, this ____ day of April, 1997.
MultiMedia Tutorial Services, Inc.
BY: __________________________
, President
ATTEST: _____________________
, Secretary
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EXHIBIT B
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MULTIMEDIA TUTORIAL SERVICES, INC.
MultiMedia Tutorial Services, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That pursuant to the recommendation of the Board of Directors of
MultiMedia Tutorial Services, Inc., the following resolution amending the
Certificate of Incorporation of said corporation, has been adopted by the
vote of stockholders of said corporation holding a majority of the outstanding
stock entitled to vote thereon. The resolution setting forth the amendment is as
follows:
RESOLVED, that Subparagraph (a) of paragraph FOURTH of the
Certificate of Incorporation shall be amended to read in its entirety
as follows:
"(a) The aggregate number of shares which the Corporation
shall have the authority to issue is 11,000,000, which are divided into
20,000,000 shares of Common Stock, par value $.01 per share, and
1,000,000 shares of Preferred Stock, par value $.01 per share."
SECOND: That these resolutions have been adopted by vote of
stockholders holding a majority of the outstanding stock entitled to vote
thereon in accordance with Section 216 of the General Corporation Law of the
State of Delaware.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said MultiMedia Tutorial Services, Inc., has caused
this certificate to be signed by its President, and its
Secretary, this ___ day of April, 1997.
MultiMedia Tutorial Services, Inc.
BY: __________________________
, President
ATTEST: _____________________
, Secretary
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MULTIMEDIA TUTORIAL SERVICES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
April 8, 1997 10:00 a.m.
The undersigned hereby appoints Morris I. Berger proxy, with full power of
substitution and revocation, to vote on behalf of the undersigned all shares of
Common Stock of MultiMedia Tutorial Services, Inc. which the undersigned is
entitled to vote at the Special Meeting of Stockholders to be held April 8, 1997
or any adjournments thereof.
1. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO
EFFECT A ONE-FOR-FIVE REVERSE STOCK SPLIT.
FOR /___/ AGAINST /___/ ABSTAIN /___/
2. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON STOCK TO 20,000,000 SHARES, PAR VALUE $.01,
AFTER EFFECTING THE REVERSE STOCK SPLIT.
FOR /___/ AGAINST /___/ ABSTAIN /___/
In his discretion, the proxy is authorized to vote upon such other business
as may properly come before the meeting or any adjournment(s) thereof.
(Continued and to be signed on reverse side.)
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED TO AMEND THE CERTIFICATE OF INCORPORATION TO EFFECT A ONE-FOR-FIVE REVERSE
STOCK SPLIT AND TO THEN INCREASE THE AMOUNT OF AUTHORIZED COMMON STOCK TO
20,000,000.
Dated: ________________________
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Signature
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Signature if held jointly
(Please sign exactly as
ownership appears on this
proxy. Where stock is held
by joint tenants, both
should sign. When signing
as attorney, executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by
President or other
authorized officer. If a
partnership, please sign in
partnership name by
authorized person.)
Please mark, date, sign and
return Proxy in the enclosed envelope.
