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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 15, 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 21, 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 15, 1997
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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 15, 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
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Amendment is attached hereto as Exhibit A.
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 Stock Market ("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 remained below
$1.00 and the Company proposed the reverse stock split in order to comply with
the minimum bid price requirement. Noting the continuing erosion of the bid
price of the Company's Common Stock to $0.375 on March 17, 1997 and the
Company's plans to issue additional equity in order to raise capital, on March
18, 1997 NASDAQ rejected the Company's request for an exemption from the minimum
bid price requirement until the reverse stock split could be put into effect.
The Company has appealed this decision by the NASDAQ staff, and believes that
the NASDAQ appeal panel will agree with the Company that the reverse stock split
is an acceptable resolution of the
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shortfall in meeting the minimum bid price requirement. Under NASDAQ procedures,
the Company's Common Stock will remain listed on the NASDAQ Small-Cap Market at
least until the NASDAQ appeal panel releases its decision on the Company's
appeal. In the meantime, the Company is pursuing shareholder approval of the
reverse stock split with a view toward either having, or being close to having,
the reverse stock split in place by the time of the hearing before the NASDAQ
appeal panel.
An exemption from the minimum bid price 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 this
exemption.
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 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
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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 public or private sale of stock. The Company believes that
prospective investors will view an investment in the Company more favorably if
its shares 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, $ .38 for each share of Common Stock
outstanding prior to the reverse stock
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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 $ .38 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 of $ .375 per
share as reported by NASDAQ on March 5, 1997. The management of the Company
believes that the $ .38 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 had approximately
110 shareholders of record and believes that the approximate total number of
beneficial holders of the Common Stock of the Company to be approximately 1,600,
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.
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 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
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of Warrants that would result in a residual fractional interest, the Company
will pay, as soon as is practicable after the Effective Date, $ .10 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 $ .10 price per Warrant purchased pursuant to the retirement of
resulting interests is based on the closing bid price of the Warrants of
$.09375 as reported by NASDAQ on March 5, 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%.
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
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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.
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 is currently seeking additional financing through the
public or 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
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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, 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 is currently seeking additional financing through the public or private
sale of its securities. The Company's management believes that the increase in
the number of authorized shares of Common Stock is 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
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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
shareholders. Management of the 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
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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.
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 21, 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 issued and unissued 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 21,000,000, 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 15, 1997 10:00 a.m.
The undersigned hereby appoints Morris Berger and Gary Simon severally
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 15, 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 AFTER EFFECTING THE REVERSE STOCK SPLIT TO
INCREASE THE AUTHORIZED COMMON STOCK TO 20,000,000 SHARES,
PAR VALUE $.01.
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.)
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 20,000,0000 SHARES.
Dated: ________________________
_______________________________
Signature
_______________________________
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
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authorized person.)
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