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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Food Court Entertainment Network, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11./1/
4) Proposed maximum aggregate value of transaction:
5) Total Fee Paid:
[ ] 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
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:
________________________
/1/ Set forth the amount on which the filing fee is calculated
and state how it was determined.
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
220 East 42nd Street
16th Floor
New York, New York 10017
October 15, 1996
Dear Stockholder:
You are cordially invited to attend a Special Meeting of
Stockholders of Food Court Entertainment Network, Inc. (the
"Company") which will be held on November 4, 1996 at 4:00 P.M.,
at the Company's offices located at 220 East 42nd Street, New
York, New York 10017. The official notice of the meeting
together with a proxy statement and form of proxy are enclosed.
Please give this information your careful attention.
Stockholders of the Company are being asked to increase the
number of authorized shares of Series A Common Stock in order to
permit the Company to finance the expansion of its Cafe USA
television network. Whether or not you expect to attend the
meeting in person, it is important that your shares be voted at
the meeting. I urge you to vote by marking the enclosed proxy
and returning it promptly.
Sincerely,
Robert H. Lenz
Chairman
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
220 East 42nd Street
16th Floor
New York, New York 10017
_____________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be held November 4, 1996
_____________________
TO OUR STOCKHOLDERS:
Notice is hereby given that a Special Meeting of
Stockholders of FOOD COURT ENTERTAINMENT NETWORK, INC. (the
"Company") will be held on November 4, at 4:00 P.M. (prevailing
time), at the Company's offices located at 220 East 42nd Street,
New York, New York 10017, for the following purposes;
1. To amend the Certificate of Incorporation of the
Company to (i) increase the number of authorized shares
of all classes of stock from 31,250,000 to 206,250,000,
(ii) increase the number of authorized shares of Common
Stock, par value $.01 per share, from 26,250,000 to
201,250,000, and (iii) increase the number of
authorized shares of Series A Common Stock from
25,000,000 to 200,000,000 (the "Amendment").
2. To adjourn the Special Meeting, if necessary, to permit
further solicitation of proxies in the event there are
not sufficient votes at the time of the Special Meeting
to constitute a quorum or to approve the Amendment.
3. To transact such other business as may properly come
before the Special Meeting or any postponement or
adjournment thereof.
The Board of Directors has fixed October 15, 1996 as the
record date for the determination of stockholders entitled to
vote at the Special Meeting. Only stockholders of record at the
close of business on that date will be entitled to notice of, and
to vote at, the Special Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING IN
PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING
IN PERSON, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
October 15, 1996 By Order of the Board of Directors,
Robert H. Lenz, Chairman
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
220 East 42nd Street
16th Floor
New York, New York 10017
_____________________
PROXY STATEMENT
_____________________
The accompanying proxy is solicited by and on behalf of FOOD
COURT ENTERTAINMENT NETWORK, INC. (the "Company") for use at the
special meeting ("Special Meeting") of stockholders to be held on
November 4, 1996 at 4:00 P.M. (prevailing time) at the Company's
offices located at 220 East 42nd Street, New York, New York
10017, and at any postponement or adjournment thereof. The
approximate date on which this Proxy Statement and the
accompanying form of proxy will first be sent or given to
stockholders is October 17, 1996.
Sending in a signed proxy will not affect the stockholder's
right to attend the Special Meeting and vote in person since the
proxy is revocable. Any stockholders giving a proxy has the
power to revoke it by, among other methods, giving written notice
to the Secretary of the Company or delivering a later dated proxy
at any time before the proxy is exercised.
The expense of the proxy solicitation will be borne by the
Company. In addition to solicitation by mail, proxies may be
solicited in person or by telephone, telegraph or teletype by
directors, officers or employees of the Company without
additional compensation. Upon request by record holders of the
Company's Series A Common Stock, par value $.01 per share (the
"Series A Common Stock"), who are brokers, dealers, banks or
voting trustees, or their nominees, the Company will pay the
reasonable expenses incurred by such record holders for mailing
proxy material to any beneficial owners of Series A Common Stock.
A form of proxy is enclosed. If properly executed and
received in time for voting, and not revoked, the enclosed proxy
will be voted as indicated in accordance with the instructions
thereon. If no directions to the contrary are indicated, the
persons named in the enclosed proxy will vote all shares of the
Company's Series A Common Stock and Series B Common Stock, par
value $.01 per share ("Series B Common Stock") "FOR" Proposal One
to approve the amendment to the Company's Certificate of
Incorporation and "FOR" Proposal Two, if necessary, to permit
further solicitation of proxies.
The enclosed proxy confers discretionary authority to vote
with respect to any and all of the matters that may come before
the meeting. In connection with such matters, the persons named
in the enclosed form of proxy will vote in accordance with their
best judgment.
The Company is not currently aware of any matters which will
be brought before the special meeting (other than procedural
matters) which are not referred to in the enclosed notice of the
meeting.
The Company had 3,918,125 shares of Series A Common Stock
and 1,126,115 shares of Series B Common Stock issued and
outstanding at the close of business on October 15, 1996, the
record date (the "Record Date"). The presence, in person or by
proxy, of stockholders entitled to cast at least a majority of
the votes which all stockholders are entitled to cast on a
particular matter constitutes a quorum for the purpose of
considering such matter. All such shares that are present in
person or represented by proxy at the meeting will be counted in
determining whether a quorum is present no matter how the shares
are voted or whether they abstain from voting or are broker
non-votes. Each share of Series A Common Stock outstanding is
entitled to one vote and each share of Series B Common Stock is
entitled to five votes on each matter which may be brought before
the annual meeting. Except as otherwise indicated, Series A and
Series B stockholders vote as a single class. Management of the
Company holds 629,534 shares of Series B Common Stock and
approximately 39.35% of the combined voting power in the Company.
Adoption of Proposal One requires the affirmative vote of a
majority of the outstanding stock entitled to vote on the matter.
Adoption of Proposal Two requires the affirmative vote of a
majority of the votes present, in person or by proxy, at the
meeting and entitled to vote.
Under the Delaware General Corporation Law, an abstention, a
broker non-vote or withholding authority to vote on any proposal
other than the election of directors will have the same legal
effect as an "against" vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 15, 1996, the
ownership of the Company's Common Stock by (i) each person who is
known by the Company to own, of record or beneficially, more than
five percent of the Company's Series A Common Stock or Series B
Common Stock, (ii) each of the Company's Directors and Executive
Officers, and (iii) all Directors and Executive Officers as a
group. Except as otherwise indicated, the stockholders listed in
the table have sole voting and investment powers with respect to
the shares indicated. The following table does not reflect
shares which may be acquired pursuant to options to be granted
under the Company's proposed Director Stock Option Plan.
<TABLE>
<CAPTION>
Number of
Shares of Percentage of Shares of Percentage of
Series A Series A Series B Series B
Common Stock Common Stock Common Stock Common Stock
Beneficially Beneficially Beneficially Beneficially Voting
Name(1) Owned(2) Owned Owned(2)(3)(4) Owned(5) Control
------- ------------ ------------- ------------ ------------- --------
<S> <C> <C> <C> <C> <C>
Robert H. Lenz. . . . . . . . . . . 1,008,598(6) 20.58 440,748(7) 39.14 27.46%
Stephen G. Bowen. . . . . . . . . . 249,045(8) 5.99 206,545(9) 18.34 11.23
Jeffrey Steinberg . . . . . . . . . 188,786(10) 4.60 188,786(9) 16.76 9.89
Joseph Mercaldo . . . . . . . . . . 188,786(10) 4.60 188,786(9) 16.76 9.89
Harvey S. Wilson. . . . . . . . . . 104,026(11) 2.59 90,000(12) 7.99 4.85
Gary Penisten . . . . . . . . . . . 60,000(13) 1.51 -0- -0- *
Howard W. Phillips. . . . . . . . . 93,488(14) 2.33 -0- -0- *
Robert S. Wussler . . . . . . . . . 60,000(13) 1.51 -0- -0- *
Benjamin Frank . . . . . . . . . . 45,000(15) 1.14 -0- -0- *
E. Donald Shapiro . . . . . . . . . 53,000(16) 1.33 -0- -0- *
Darren M. Sardoff . . . . . . . . . 85,000(17) 2.12 -0- -0- *
James Perkins . . . . . . . . . . . 25,000(18) * -0- -0- *
All Officers and Directors
as a Group (9 persons) . . . . . 1,618,872(19) 29.37% 629,534 55.90% 39.35%
____________
</TABLE>
* Denotes less than 1%
(1) Except as otherwise indicated, the address of all of the
named individuals is c/o Food Court Entertainment Network,
Inc., 220 East 42nd Street, New York, New York 10017.
(2) The securities "beneficially owned" by an individual are
determined in accordance with the definition of "beneficial
ownership" set forth in the regulations of the Securities
and Exchange Commission. Accordingly, they may include
securities owned by or for, among others, the wife and/or
minor children or the individual and any other relative who
has the same home as such individual, as well as other
securities as to which the individual has or shares voting
or investment power or has the right to acquire under
outstanding stock options, warrants or convertible
securities within 60 days after the date of this table.
Beneficial ownership may be disclaimed as to certain of the
securities.
(3) Certain holders of Series B Common Stock have placed a
portion of their shares of Series B Common Stock in escrow
and may vote such shares but not transfer them as of this
time ("Escrow Shares").
(4) Each share of Series B Common Stock is entitled to five
votes per share, is convertible into one share of Series A
Common Stock at the option of the holder, and will
automatically convert into an equivalent number of shares of
Series A Common Stock upon the sale or transfer by the
record holder to any person other than another holder of
Series B Common Shares.
(5) Excludes 20,135 shares of Series B Common Stock held in
treasury.
(6) Includes warrants to purchase 542,850 shares of Series A
Common Stock and 440,748 shares of Series A Common Stock
which may be acquired upon the conversion of Series B Common
Stock.
(7) Includes 241,180 Escrow Shares.
(8) Includes warrants to purchase 30,000 shares of Series A
Common Stock and 206,545 shares of Series A Common Stock
which may be acquired upon the conversion of Series B Common
Stock.
(9) Includes 106,545 Escrow Shares.
(10) Represents 188,786 shares of Series A Common Stock which may
be acquired upon the conversion of Series B Common Stock.
(11) Includes warrants to purchase 14,026 shares of Series A
Common Stock and 90,000 shares of Series A Common Stock
which may be acquired upon the conversion of Series B Common
Stock.
(12) Includes 75,300 Escrow Shares.
(13) Represents 60,000 shares of Series A Common Stock which may
be acquired upon the exercise of currently exercisable
options. Does not include 60,000 shares of shares of
Series A Common Stock underlying unvested options.
(14) Represents 93,488 shares of Series A Common Stock which may
be acquired upon the exercise of currently exercisable
options and warrants. Does not include 154,560 shares of
Series A Common Stock which may be acquired upon exercise of
a unit purchase option not exercisable until October, 1998.
Does not include 60,000 shares of Series A Common Stock
underlying unvested options.
(15) Represents 45,000 shares of Series A Common Stock which may
be acquired upon the exercise of currently exercisable
options. Does not include 60,000 shares of shares of
Series A Common Stock underlying unvested options.
(16) Includes 53,000 shares of Series A Common Stock which may be
acquired upon the exercise of currently exercisable options
and warrants. Does not include 60,000 shares of Series A
Common Stock underlying unvested options.
(17) Represents 85,000 shares of Series A Common Stock which may
be acquired upon the exercise of currently exercisable
options. Does not include 15,000 shares of Series A Common
Stock underlying unvested stock options.
(18) Represents 25,000 shares of Series A Common Stock which may
be acquired upon the exercise of currently exercisable
options. Does not include 175,000 shares of Series A Common
Stock underlying unvested stock options.
(19) Includes 964,338 shares of Series A Common Stock which may
be acquired upon the exercise of currently exercisable
options and warrants and 629,534 shares of Series A Common
Stock which may be acquired upon conversion of Series B
Common Stock.
Pursuant to an agreement dated April 15, 1996, the Company
agreed to issue 250,000 shares of Series A Common Stock to Turner
Private Network, Inc. ("Turner"), of which 125,000 shares are
owned by Turner as of the date of this Proxy Statement. The
remaining 125,000 shares will be issued to Turner upon completion
of production and delivery of six months of programming to Food
Court by Turner.
PROPOSAL ONE
AMENDMENT TO CERTIFICATE OF INCORPORATION
The Board of Directors of the Company has approved an
amendment to Article FOURTH of the Company's Certificate of
Incorporation which, if adopted, would (i) increase the number of
authorized shares of all classes of stock from 31,250,000 to
206,250,000, (ii) increase the number of authorized shares of
Common Stock, par value $.01 per share, from 26,250,000 to
201,250,000, and (iii) increase the number of authorized shares
of Series A Common Stock from 25,000,000 to 200,000,000. The
Board of Directors recommends that stockholders approve this
amendment.
At October 15, 1996, there were 3,918,125 shares of Series A
Common Stock, 1,126,115 shares of Series B Common Stock and no
shares of preferred stock issued and outstanding.
The Board of Directors recommends approval of Proposal One
because the Board believes it is necessary to increase the number
of authorized shares of Series A Common Stock to ensure that a
sufficient number of shares will be available for various
corporate programs and purposes. The Company is a development
stage company which is engaged primarily in the development of
the Cafe USA network. The Company has realized only minimal
revenues and incurred substantial losses since its inception.
Since the Company expects to continue to receive only minimal
revenues and to incur losses in the foreseeable future, the
Company will continue to be dependent entirely upon external
sources of financing to fund current operations and to complete
the Company's plans to expand the Cafe USA network. In order to
obtain additional financing, the Board of Directors of the
Company may elect to offer and sell shares of Series A Common
Stock or securities convertible into shares of Series A Common
Stock in one or more private placements and/or public offerings.
In addition, the Company may from time to time consider
acquisitions, stock dividends or stock splits which may involve
the issuance of additional shares of Series A Common Stock.
The Company presently plans to offer and sell units
("Units") for cash for gross proceeds of $3 million to $9 million
in a private placement which is expected to be completed in the
fourth quarter of 1996. The number and price of the Units to be
sold will depend on the market price of the Company's outstanding
Units during a fixed period prior to the completion of the
private placement. Each Unit will consist of one share of
Series A Common Stock, one Class A Warrant and one Class B
Warrant. The holder of each Class A Warrant will be entitled,
upon payment of the exercise price of $6.00, to purchase one
share of Series A Common Stock and one Class B Warrant. The
holder of each Class B Warrant will be entitled, upon payment of
the exercise price of $8.00, to purchase one share of Series A
Common Stock. The Company expects to engage a selling agent on a
"best efforts" basis to assist the Company with the private
placement. As of the date hereof, the Company has not entered
into a definitive agreement with a selling agent.
If Proposal One is approved, the Board of Directors will not
solicit stockholder approval to issue additional shares of Common
Stock, except to the extent that such approval may be required by
law or the rules of the National Association of Securities
Dealers, Inc. and such shares may be issued for such
consideration, cash or otherwise, at such times and in such
amounts as the Board of Directors may determine.
Although the Board of Directors presently intends to employ
the additional shares of Common Stock solely for the purposes set
forth above, such shares could be used by the Board of Directors
to dilute the stock ownership of persons seeking to obtain
control of the Company, thereby possibly discouraging or
deterring a nonnegotiated attempt to obtain control of the
Company and making removal of incumbent management more
difficult. Proposal One, however, is not a result of, nor does
the Board of Directors have knowledge of, any effort to
accumulate the capital stock of the Company or to obtain control
of the Company by means of a merger, tender offer, solicitation
in opposition to the Board of Directors or otherwise.
The proposed amendment of the Certificate of Incorporation
will consist of a revision of Article FOURTH of the Certificate
of Incorporation to provide as follows:
"FOURTH: The total number of shares of all
classes of stock which the Corporation shall have
authority to issue is 206,250,000 shares, consisting of
5,000,000 shares of Preferred Stock (the "Preferred
Stock"), par value $.01 per share, as more fully
described in Section A below and 201,250,000 shares of
Common Stock, par value $.01 per share (the "Common
Stock"), consisting of 200,000,000 shares of Series A
Common Stock and 1,250,000 shares of Series B Common
Stock, as more fully described in Section B below."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS AMENDMENT.
The affirmative vote of a majority of the outstanding stock
entitled to vote is required to approve this amendment. An
abstention, a broker non-vote or withholding authority to vote
will have the same legal effect as an "against" vote.
PROPOSAL TWO
ADJOURNMENT OF SPECIAL MEETING
In the event there are not sufficient votes to constitute a
quorum or approve Proposal One at the time of the Special
Meeting, Proposal One could not be approved unless the Special
Meeting were adjourned in order to permit further solicitation of
proxies. In order to allow proxies that have been received by
the Company at the time of the Special Meeting to be voted for
such adjournment, if necessary, the Company has submitted the
question of adjournment under such circumstances to its
stockholders as a separate matter for their consideration. A
majority of the shares represented and voting at the Special
Meeting is required in order to approve any such adjournment.
The Board of Directors of the Company recommends that
stockholders vote their proxies in favor of such adjournment so
that their proxies may be used for such purposes in the event it
should become necessary. Properly executed proxies will be voted
in favor of any such adjournment unless otherwise indicated
thereon. If it is necessary to adjourn the Special Meeting, no
notice of the time and place of the adjourned meeting is required
to be given to shareholders other than an announcement of such
time and place at the Special Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ADJOURNMENT OF
THE SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION
OF PROXIES. The affirmative vote of a majority of all votes
present, in person or by proxy, at the meeting and entitled to
vote is required to approve adjournment. An abstention, a broker
non-vote or withholding authority to vote will have the same
legal effect as an "against" vote.
OTHER MATTERS
As of the date hereof, the Company knows of no other
business that will be presented for consideration at the Special
Meeting. However, the enclosed proxy confers discretionary
authority to vote with respect to any and all of the following
matters that may come before the meeting: (i) matters that the
Company's Board of Directors does not know, a reasonable time
before proxy solicitation, are to be presented for approval at
the meeting; (ii) approval of the minutes of a prior meeting of
shareholders, if such approval does not constitute ratification
of the action at the meeting; (iii) the election of any person to
any office for which a bona fide nominee is unable to serve or
for good cause will not serve; (iv) any proposal omitted from
this Proxy Statement and the form of proxy pursuant to Rule 14a-8
under the Exchange Act, as amended; and (v) matters incidental to
the conduct of the meeting. If any such matters come before the
meeting, the proxy agents named in the accompanying proxy card
will vote in accordance with their judgment.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 1995 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITHOUT CHARGE EXCEPT FOR EXHIBITS TO THE REPORT, BY
SENDING A WRITTEN REQUEST THEREFOR TO FOOD COURT ENTERTAINMENT
NETWORK, INC., 220 EAST 42ND STREET, NEW YORK, NEW YORK 10017,
ATTENTION: DARREN M. SARDOFF, CHIEF FINANCIAL OFFICER.
By Order of the Board of Directors,
Robert H. Lenz, Chairman
<PAGE>
PROXY
FOOD COURT ENTERTAINMENT NETWORK, INC.
Proxy for Special Meeting of Stockholders
November 4, 1996
Solicited on behalf of the Board of Directors
The undersigned hereby constitutes and appoints James
Perkins and Darren M. Sardoff and each of them, as attorneys-
in-fact and proxies of the undersigned, with full power of
substitution for and in the name, place and stead of the
undersigned to appear at the Special Meeting of Stockholders of
Food Court Entertainment Network, Inc. (the "Company"), to be
held on the 4th day of November, 1996, and at any postponement or
adjournment thereof, and to vote all of the shares of Series A
Common Stock and Series B Common Stock of the Company which the
undersigned is entitled to vote, with all the powers and
authority the undersigned would possess if personally present.
The undersigned directs that this proxy be voted as follows:
Please mark your votes as in this example. X
1. To approve amendments to the Company's Certificate of
Incorporation, as more fully described in the
accompanying proxy statement.
/ / FOR / / AGAINST / / ABSTAIN
2. To adjourn the Special Meeting, if necessary, to permit
further solicitation of proxies.
/ / FOR / / AGAINST / / ABSTAIN
3. To transact such other business as may properly come
before this meeting or any postponement or adjournment
thereof.
This proxy will, when properly executed, be voted as
directed. If no directions to the contrary are indicated, the
persons named herein intend to vote to approve proposal 1 and 2.
THE PROXY AGENTS PRESENT AND ACTING IN PERSON OR BY THEIR
SUBSTITUTES (OR, IF ONLY ONE IS PRESENT AND ACTING, THEN THAT
ONE) MAY EXERCISE ALL THE POWERS CONFERRED BY THIS PROXY.
DISCRETIONARY AUTHORITY IS CONFERRED BY THIS PROXY AS TO CERTAIN
MATTERS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.
DATE: , 1996.
(Please date this Proxy)
Signature(s)
It would be helpful if you signed your name exactly as it appears
on your stock certificate(s), indicating any official position or
representative capacity. If shares are registered in more than
one name, all owners should sign.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED, POSTAGE-PAID ENVELOPE.
