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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 /x/
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
MULTI-MEDIA TUTORIAL SERVICES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(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:
/ / 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:
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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
MultiMedia Tutorial Services, Inc. (the "Company") will be held at the
Company's offices at 205 Kings Highway, Brooklyn, New York on June 3, 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-ten reverse stock
split by changing the number of authorized shares of Common Stock, par
value $.01, from 20,000,000 shares to 2,000,000 shares, par value
$.10; 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: May __, 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 JUNE 3, 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 June 3, 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-ten 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-ten reverse stock split of all of the authorized Common Stock
(the "Reverse Stock Split Amendment"). As of May __, 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 ten 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 2,000,000 644,084
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 April 17, 1997, the National Association of Securities Dealers,
Inc. Automated Quotation System Stock Market ("NASDAQ") delisted the Company's
Common Stock and Warrants from trading on the NASDAQ Small-Cap Market because
the bid price of the Company's Common Stock had been below $1.00 per share.
NASDAQ rules require that securities traded on NASDAQ generally must maintain a
minimum bid price of $1.00. On April 15, 1997, the Company's shareholders
approved a one-for-five reverse stock split which could have cured this
shortfall in the bid price of the Common Stock. However, a NASDAQ hearing panel
nevertheless delisted the Company's securities because the panel was not
convinced that the Company's Common Stock would maintain the $1.00 minimum bid
price after the one-for-five reverse stock split. The Company has elected not
to proceed with the one-for-five reverse stock split and is instead proposing
the one-for-ten reverse stock split for the reasons discussed below.
In order to regain a listing for the Company's securities on the
NASDAQ Small-Cap Market, the Company's Common Stock must have a minimum bid
price of at least $3.00 in trading on NASDAQ's Electronic Bulletin Board for at
least twenty to thirty trading
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days prior to relisting. The Company must also have total assets of $4,000,000
and stockholders' equity of $2,000,000. In addition, NASDAQ has proposed new
listing requirements which raise the minimum bid price requirement for new
listings to $4.00 per share. The new listing requirements also include
requirements that the Company have $4,000,000 in net tangible assets and that
at least 1,000,000 shares with a market value of $5,000,000 be held by
non-affiliates. At the present time, it appears probable that these
requirements will be in effect before the Company can apply for relisting on
the NASDAQ Small-Cap Market. The Company does not currently meet any of these
listing requirements.
The Company's management is proposing the one-for-ten reverse stock
split as part of an effort to regain the Company's listing on the NASDAQ
Small-Cap Market. The bid price for the Company's Common Stock as reported on
the NASDAQ Electronic Bulletin Board on May __, 1997 was $____. Even with the
one-for-ten reverse stock split, the price of the Company's Common Stock may
not exceed the $3.00 or $4.00 price requirement. However, the Company believes
that the one-for-ten reverse stock split will better position the Company's
Common Stock to rise to those levels. Theoretically, a larger reverse stock
split ratio might have raised the stock price high enough to meet the $3.00 or
$4.00 price requirement. However, the Company believes that a larger reverse
stock split could impair the liquidity of the Company's Common Stock and risks
reducing the stockholdings of non-affiliates too low to meet comfortably the
100,000 non-affiliate share requirement referred to above. Indeed, even the
one-for-ten reverse stock split will reduce the stockholdings of non-affiliates
below the 1,000,000 shares required by the proposed new requirements.
Thus, the one-for-ten reverse stock split alone will not be sufficient
to secure the relisting of the Company's securities on the NASDAQ Small-Cap
Market. However, the Company believes that it will improve the Company's
ability to eventually regain listing. In addition to seeking shareholder
approval for the one-for-ten reverse stock split, the Company is actively
seeking to increase its net tangible assets and stockholding by non-affiliates
through a public or private offering of its equity securities. The Company
currently has no definitive, binding agreements for such equity funding and
there can be no assurance that the Company will successfully secure such
funding or meet the requirements for relisting of its securities on the NASDAQ
Small-Cap Market.
The Company's management believes that relisting of the Company's
securities on NASDAQ 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
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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 securing a listing on NASDAQ, thereby qualifying its
Common Stock for the exemption 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 public or private sale of stock. The Company believes that
prospective investors will view an investment in the Company more favorably if
its shares qualify for relisting on NASDAQ. Management of the Company believes
that the one-for-ten 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.
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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, 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, $___ 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 of $____ per share as reported by the NASDAQ Electronic
Bulletin Board on May __, 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 May __, 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 May __,
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 ten 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.
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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 30 consecutive trading days ending
on the fifth trading day prior to the notice of redemption. As a result of the
reverse stock split the exercise price of the Warrants will be adjusted to
$56.00 per share, the closing bid price which the Common Stock must achieve
before the Warrants become subject to redemption will be adjusted to $84.00 per
share, and the redemption price will be adjusted to $.50 per share.
As with the Company's Common Stock, the Warrants will be reverse split
one-for-ten so that the total number of outstanding Warrants shall become
374,375. Each Warrantholder shall have one Warrant for every ten 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 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 of $______ as reported by the
NASDAQ Electronic Bulletin Board on May __, 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-tenth the
previous amounts and the per share exercise prices will be increased 1,000%.
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
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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.
At May __, 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 2,000,000 shares of Common Stock, par value $.10
per share, and 1,000,000 shares of Preferred Stock, par value $.01 per share.
As
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of May __, 1997, 6,440,843 shares of Common Stock and 13 shares of Preferred
Stock were outstanding. Following the one-for-ten reverse stock split, the
number of outstanding shares of Common Stock will be approximately 644,084
shares. In addition, as of May __, 1997, after giving effect to the one-for-ten
reverse stock split, an aggregate of 1,121,106 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 (35,000 shares), (ii) conversion
of the Company's currently outstanding Preferred Stock (130,000 shares), (iii)
exercise of the Company's outstanding public Warrants (374,375 shares), and
(iv) exercise of various other outstanding warrants and options (581,731
shares). Therefore, after the reverse stock split, the Company will have only
234,814 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 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
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
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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 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
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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.
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
May __, 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 ten (10) 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 2,000,000
shares of capital stock, $.10 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 3,000,000,
which are divided into 2,000,000 shares of Common Stock, par
value $.10 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 June, 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 June, 1997.
MultiMedia Tutorial Services, Inc.
BY: ______________________________
, President
ATTEST: _____________________
, Secretary
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<PAGE>
MULTIMEDIA TUTORIAL SERVICES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
June 3, 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 June 3, 1997 or any adjournments thereof.
1. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO EFFECT
A ONE-FOR-TEN 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.)
<PAGE>
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-TEN 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 authorized officer. If a
partnership, please sign in
partnership name by authorized
person.)
Please mark, date, sign and
return Proxy in the enclosed envelope.
