SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Amendment No. 1
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
WANDERLUST INTERACTIVE, INC.
(Name of Registrant as Specified In Its Charter)
RICHARD S. KALIN
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
<PAGE>
WANDERLUST INTERACTIVE, INC.
(a Delaware Corporation)
__________________________________
Notice of 1998 Annual Meeting
of Shareholders to be held
at 10:00 A.M. on May 12, 1998
__________________________________
To the Shareholders of
WANDERLUST INTERACTIVE, INC.
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of
Shareholders (the "Meeting") of WANDERLUST INTERACTIVE, INC. (the
"Company") will be held on May 12, 1998 at 10:00 A.M. at the
offices of the Company, 5301 Beethoven Street, Los Angeles,
California, to consider and vote on the following matters
described
under the corresponding numbers in the attached Proxy Statement:
1. Election of three directors;
2. Approval to change the Company's name to Adrenalin
Interactive, Inc.;
3. Approval of an amendment to the Company's Certificate of
Incorporation to increase the authorized number of shares
of Common Stock to 20,000,000 shares and to concurrently
effect a 3-for-1 reverse stock split in respect of each of
the Company's issued and outstanding shares of Common
Stock; and
4. Such other matters as may properly come before the
Meeting.
The Board of Directors has fixed April 2, 1998, at the close
of business, as the record date for the determination of
shareholders entitled to vote at the Meeting, and only holders
of
shares of Common Stock of the Company of record at the close of
business on that day will be entitled to vote. The stock
transfer
books of the Company will not be closed.
A complete list of shareholders entitled to vote at the
Meeting shall be available for examination by any shareholder,
for
any purpose germane to the Meeting, during ordinary business
hours
from April 13, 1998 until the Meeting at the offices of the
Company. The list will also be available at the Meeting.
Whether or not you expect to be present at the Meeting,
please
fill in, date, sign, and return the enclosed Proxy, which is
solicited by management. The Proxy is revocable and will not
affect your vote in person in the event you attend the Meeting.
By Order of the Board of Directors,
Jay Smith III, Secretary
Date: April 10, 1998
Requests for additional copies of the proxy materials and
the Company's Annual Report to Shareholders for its fiscal
year ended June 30, 1997 should be addressed to Shareholder
Relations, Wanderlust Interactive, Inc., 5301 Beethoven
Street, Los Angeles, California 90066. Materials will be
furnished without charge to any shareholder requesting it.
<PAGE>
WANDERLUST INTERACTIVE, INC.
5301 Beethoven Street
Los Angeles, California 90066
Proxy Statement
The enclosed proxy is solicited by the management of
Wanderlust
Interactive, Inc. (the "Company") in connection with the
Company's
1998 Annual Meeting of Shareholders (the "Meeting") to be held on
May 12, 1998 at 10:00 A.M. at the Company, 5301 Beethoven Street,
Los Angeles, California, and any adjournment thereof. The Board
of
Directors has set April 2, 1998 as the record date for the
determination of shareholders entitled to vote at the Meeting. A
shareholder executing and returning a proxy has the power to
revoke
it at any time before it is exercised by filing a later proxy
with,
or other communication to, the Secretary of the Company or by
attending the Meeting and voting in person.
The proxy will be voted in accordance with your directions as to:
(1) The election of the persons listed herein as directors of
the Company;
(2) Approval to change the Company's name to Adrenalin
Interactive, Inc.;
(3) Approval of an amendment to the Company's Certificate of
Incorporation to increase the authorized number of shares of
Common Stock to 20,000,000 shares and to concurrently effect
a 3-for-1 reverse stock split in respect of each of the
Company's issued and outstanding shares of Common Stock; and
(4) Such other matters as may properly come before the
Meeting.
In the absence of direction, the proxy will be voted in favor of
management's proposals.
The entire cost of soliciting proxies will be borne by the
Company. The costs of solicitation, which represent an amount
believed to be normally expended for a solicitation relating to
an
uncontested election of directors, will include the costs of
supplying necessary additional copies of the solicitation
materials
and the Company's Annual Report to Shareholders for its fiscal
year
ended June 30, 1997 ("Fiscal 1997")(the "1997 Annual Report") to
beneficial owners of shares held of record by brokers, dealers,
banks, trustees, and their nominees, including the reasonable
expenses of such record holders for completing the mailing of
such
materials and 1997 Annual Reports to such beneficial owners.
Only shareholders of record of the Company's 6,864,589
shares
of Common Stock outstanding at the close of business on April 2,
1998 will be entitled to vote. Each share of Common Stock is
entitled to one vote. Holders of a majority of the outstanding
shares of Common Stock must be represented in person or by proxy
in
order to achieve a quorum. This proxy statement, the attached
notice of meeting, the enclosed form of proxy and the 1997 Annual
Report are being mailed to shareholders on or about April 10,
1998.
1. ELECTION OF DIRECTORS
Three directors are to be elected by a majority of the votes
cast at the Meeting, each to hold office until the next annual
meeting of shareholders and until his respective successor is
elected and qualified. The persons named in the accompanying
proxy
have advised management that it is their intention to vote for
the
election of the following nominees as directors unless authority
is
withheld:
Jay Smith III
Thomas A. Schultz
Robert A. D. Wilson
Management has no reason to believe that any nominee will be
unable to serve. In the event that any nominee becomes
unavailable, the proxies may be voted for the election of such
other person or persons who may be designated by the Board of
Directors.
The following table sets forth certain information as to the
persons nominated for election as directors of the Company at the
Meeting, all of whom are presently directors of the Company:
Position
with the Director
Name Age Company Since
Jay Smith III 58 Chief Executive February 1997
and Financial
Officer, Secretary
and Director
Thomas A. Schultz 47 Director October 1997
Robert A.D. Wilson 47 Director November 1997
Jay Smith III. Mr. Smith has been a director of the Company
since February 1997. In May 1997 and September 1997, Mr. Smith
was
appointed Chief Executive and Financial Officer and Secretary of
the Company, respectively. Founder, owner and President of Smith
Engineering, Western Technologies Inc. ("Western") and Adrenalin
Entertainment, Mr. Smith has over thirty years' experience in
engineering, invention and research and development in the
electronic toy and game industry and mechanical and electronic
consumer products. Former affiliations include being a founding
partner of California R&D Center, Vice President of Engineering
of
Innova, Inc., a toy and doll designer for Mattel Toys, and a
member
of the Space Program Technical staff at TRW, Inc. Mr. Smith
holds
a B.S. Degree in Engineering Mechanics from Virginia Institute of
Technology and an M.S. Degree in Applied Mechanics with
California
Institute of Technology.
Thomas A. Schultz. Mr. Schultz became a director in October
1997. Mr. Schultz, a consultant to the Company, has been the
President and Chief Executive Officer of Vista Technologies,
Inc.,
a public surgical center since February 1996. Mr. Schultz was a
founder and the Chairman/Chief Executive Officer of Crystallume
Inc., a public company, from February 1986 to January 1996. Mr.
Schultz received his M.B.A. with distinction from Harvard
Business
School and his B.E.S. (summa cum laude) from Johns Hopkins
University.
Robert A.D. Wilson. Mr. Wilson became a director of the
Company in November 1997. Mr. Wilson has been Chairman and
majority owner of Sound Technology PLC, an electronics
distribution
company in the United Kingdom, since 1978. In addition, Mr.
Wilson
serves as Vice Chairman of Alesis Studio Electronics, Inc., an
international manufacturing and marketing company for studio
electronics located in California. Currently, Mr. Wilson is a
director of Business Link, a U.K. Government sponsored initiative
to new and emerging industries, and is Chairman of the British
Music Fairs Ltd., as well as past President of the Music
Industries
Association.
Mr. Smith may be deemed to be a promoter of the Company as
such term is defined in the rules and regulations promulgated
under
the Securities Act.
Directors serve until the next annual meeting of
stockholders
and until their respective successors are elected and qualify.
During Fiscal 1997, the Board of Directors met on six
occasions and acted five times by unanimous written consent.
OTHER EXECUTIVE OFFICERS
Position with Position
Name Age the Company Held Since
Michael Cartabiano 46 Vice President February 1998
Michael Cartabiano. Mike Cartabiano's association with the
Company began in 1994. In February 1997, Mr. Cartabiano became
the President of R&D for the Company's Toy and Game Group. In
February 1998, Mr. Cartabiano was elected as a Vice President of
the Company. Mr. Cartabiano has over 23 years of experience in
the
consumer products industry having previously held the position of
Vice President of Design for Mattel Toys in El Segundo,
California
from 1987 to 1993. Mr. Cartabiano has also held R&D management
positions at Tonka Toys in Minnetonka, Minnesota; Milton Bradley
Games in East Longmeadow, Massachusetts; and at Hasbro Products
in
Pawtucket, Rhode Island. Mr. Cartabiano earned his B.S. degree
from the University of Bridgeport in Connecticut in 1973.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934.
During Fiscal 1997, the Company believes all of its officers
and directors timely filed all required reports under Section
16(a)
of the Securities Exchange Act of 1934.
EXECUTIVE COMPENSATION
The following table sets forth information relating to the
cash compensation received during the Company's last three fiscal
years by certain of the Company's present and former executive
officers:
SUMMARY COMPENSATION TABLE
Name and Annual Com- Other Annual
Principal Fiscal pensation Compensation/
Position Year Salary ($) Bonus ($)
Jay Smith III, 1997 57,775(1) 69,928(2)
Chief Executive &
Financial Officer &
Secretary
Catherine Winchester, 1997 150,000 25,000
Former Chief Executive 1996 92,639 25,000
Officer 1995 49,452 31,359(3)
__________________
(1) Reflects salary from February 1997 to June 30, 1997.
(2) Reflects amount earned pursuant to a license agreement
entered into in January 1997 between Western and Mr. Smith
(See "Certain Transactions").
(3) Includes $6,359 as the value of 10,003 shares of Common
Stock
distributed as a bonus during the Company's 1995 fiscal
year.
Employment, Consulting and Settlement Agreements
Mr. Smith entered into a three-year employment agreement (the
"Smith Employment Agreement") with the Company, effective on
December 16, 1997. The Smith Employment Agreement provides that
he
will serve as President and Chief Executive Officer of the
Company
and receive for his services a base salary of $150,000 per year.
The Smith Employment Agreement provides that Mr. Smith will
devote
all of his business time, attention and energy to the Company and
be subject to a one-year covenant not to directly compete with
the
Company after his relationship with the Company ends. Pursuant
to
the Smith Employment Agreement, Mr. Smith is also entitled to
bonuses. Mr. Smith is also entitled to participate in all group
health and insurance programs and other fringe benefit or
retirement plans available to executive and other employees of
the
Company.
The Smith Employment Agreement automatically terminates upon Mr.
Smith s death, permanent disability or involuntary termination
for
cause. If Mr. Smith is terminated without cause (which is deemed
to include Mr. Smith s resignation after the Company: (a) reduces
his monthly base compensation by more than 25% other than as a
result of a decrease in the compensation of all executive
officers
of the Company based upon the Company s financial performance;
(b)
significantly changes Mr. Smith s duties, responsibilities,
authority, powers or functions; (c) requires Mr. Smith to
relocate
to an office more than 25 miles from the Company s current
executive offices; or (d) fails to perform any of its material
obligations to Mr. Smith), the Company will be obligated to: (i)
pay Mr. Smith a lump-sum payment equal to $150,000; (ii) continue
to provide Mr. Smith s other employment benefits at the Company s
cost for 12 months; (iii) enter into a post-termination
consulting
agreement with Mr. Smith pursuant to which Mr. Smith will be
required to provide no more than 10 hours of consulting services
per week to the Company and will be entitled to receive the sum
of
$150 for each hour actually worked; and (iv) grant Mr. Smith a
120-
day exclusive option to purchase all of the stock of Western, a
wholly-owned subsidiary of the Company, for Western s then net
book
value on the Company s books and records.
The Smith Employment Agreement also awards Mr. Smith options to
purchase up to 700,000 shares of Common Stock of the company at
an
exercise price equal to $.62 per share. Such options have a 10-
year term and become exercisable at the rate of 58,333 shares at
the end of each calendar quarter of Mr. Smith s employment
thereunder from and after December 16, 1997.
Ms. Winchester entered into a settlement agreement (the
"Winchester Settlement Agreement") with the Company, effective on
June 30, 1997. The Winchester Settlement Agreement provides for
the cancellation of Ms. Winchester's employment agreement, dated
November 7, 1995, with the Company and the cancellation of her
stock option agreement, dated January 20, 1997, with the Company
to
purchase 200,000 shares of the Company's Common Stock. Pursuant
to
the Winchester Settlement Agreement, the Company agreed to retain
Ms. Winchester as a consultant for a period of one year and
agreed
to issue 50,000 shares of Common Stock to Ms. Winchester in
consideration thereof. The Winchester Settlement Agreement also
provide for the mutual general releases of the Company and Ms.
Winchester.
Ms. Winchester entered into a consulting agreement (the
"Winchester Consulting Agreement") with the Company, effective on
July 1, 1997. The Winchester Consulting Agreement provides that
Ms. Winchester shall make herself available for up to 20 hours
per
month for a period of one year and shall be paid a fee of $5,000
per month. Pursuant to the Winchester Consulting Agreement, Ms.
Winchester is also obligated not to disclose any confidential
information of the Company, not to acquire as her own any
program,
discovery, process or invention she makes or develops during her
engagement by the Company, and not to compete with the Company
for
a period of six months following the termination of her
consultancy
with the Company.
STOCK OPTION PLANS
The Company currently has two stock option plans. The 1995
Stock
Option Plan was adopted by the Company's Board of Directors and
stockholders in September 1994 (the "1995 Plan"). The 1995 Plan
was amended in September 1995 to increase the number of shares
for
which options could be granted to 360,000. The Company's
stockholders approved the 1995 Plan, as amended, on September 13,
1995. The 1996 Stock Option Plan was adopted by the Board of
Directors on July 25, 1996 and was approved by the shareholders
of
the Company on February 18, 1997 (the "1996 Plan") (the 1995 Plan
and the 1996 Plan are collectively referred to as the "Plans").
The 1996 Plan permits the Company to grant options to purchase up
to an aggregate of 360,000 shares of Common Stock. No options
may
be issued under the 1995 Plan and the 1996 Plan after April 1,
2004
and July 25, 2006, respectively. The Plans provide that options
may be granted to employees, consultants or directors. Options
granted under the Plans may be incentive or non-qualified
options,
or both, as such terms are defined in the Internal Revenue Code
of
1986, as amended. The Plans are administered by the Board, which
has the authority to determine the person to whom options may be
granted, the number of shares of Common Stock to be covered by
each
option, the time or times at which the options may be granted or
exercised and for the most part, the terms and provisions of the
options. The exercise price of options granted under the Plans
may
not be less than the fair market value of the shares of Common
Stock on the date of grant (110% of the fair market value if
granted to a person owning in excess of 10% of the Company's
Common
Stock).
On May 20, 1997, the Board adopted an Option Exchange Program
pursuant to which certain employees and consultants were given
the
one-time option to amend their options so that, as amended, the
revised options would be for 90% of the previous number of shares
covered by the options, exercisable at $.625 per share, the
market
price on the date the Option Exchange Program was approved. Mr.
Smith was given the right and did participate in the Option
Exchange Program.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END (FYE) OPTION VALUES
Number of
Securities
Underlying Value of Unexercised
Unexercised
Options In-the-Money
Shares At FYE Options At FYE
Acquired Value Exercisable/ ($)Exercisable/
Name On Exercise Realized Unexercisable Unexercisable (1)
Jay Smith, III - - 10,000/22,500 150/338
Michael Cartabiano - - 0/18,000 0/270
(1) Represents fair market value of Common Stock at June 30, 1997
of $.64 as reported by the NASDAQ Smallcap Market less the
exercise
price.
COMPENSATION OF DIRECTORS
Directors are no longer compensated for the time spent on
Company matters including attendance at directors' and other
meetings. During Fiscal 1997, Mr. Melnick and Mr. Kalin, both
former directors, each received $6,000. In addition, Kalin &
Banner, a law firm in which Mr. Kalin is a partner, received
approximately $125,000 in fees and reimbursement of expenses
during
Fiscal 1997.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 2, 1998 the
number
of shares of Common Stock held of record or beneficially: (i) by
each person who held of record, or was known by the Company to
own
beneficially, more than 5% of the outstanding shares of the
Common
Stock; (ii) by each current director; and (iii) by all current
officers and directors as a group:
Percent of
Names and Address Number of Outstanding Shares
of Beneficial Owner Shares Owned (1) of Common Stock
Jay Smith III
5301 Beethoven St.
Los Angeles, CA 90066 863,628(2) 12.6%
Catherine Winchester
258 Broadway, # 6A
New York, N.Y. 10007 587,878(3) 8.6%
Richard S. Kalin
P.O. Box 462
Bridgehampton, N.Y. 11932 470,999(4) 6.9%
Thomas A. Schultz
480 Cowper Street
Palo Alto, CA 94301 -0- -0-%
Robert A.D. Wilson
Letchworth Point
Dunhams Lane
Lechworth, Hertfordshire
SG6 IND England 117,532 1.7%
All current officers and
directors as a
group (four persons) 990,160(2) 14.4%
__________________________
(1) All shares owned directly unless otherwise noted.
(2) Mr. Smith's shares are owned by the Jay and Susan Smith
Trust.
Includes options granted under the plans to purchase 14,500
shares
of Common Stock at an exercise price of $.625 per share granted
under the plans and options to purchase 116,666 shares of Common
Stock at an exercise price of $.67 granted pursuant to the Smith
Employment Agreement. Does not include options to purchase
18,000
shares of Common Stock at an exercise price of $.625 per share
which are not presently exercisable or options granted pursuant
to
the Smith Employment Agreement to purchase 583,334 shares of
Common
Stock at an exercise price of $.67 per share which are not
presently exercisable (See Executive Compensation Employment,
Consulting and Settlement Agreements ).
(3) Includes 166,732 shares of Common Stock owned by Mr. Simon
Winchester, Ms. Winchester's husband.
(4) Includes 84,199 shares of Common Stock owned by Ms. Noelle
Makenzie, Mr. Kalin's wife, and 25,836 shares of Common Stock
owned by Mr. Kalin's minor child. Also includes options to
purchase
40,000 shares of Common Stock at an exercise price of $5.00 per
share.
CERTAIN TRANSACTIONS
In January 1997, a license agreement was entered into
between
Western and Mr. Smith (the "License Agreement") in which Mr.
Smith
granted to Western the exclusive right to use and market certain
patents and license agreements owned by Mr. Smith. The License
Agreement provides that 75% of the revenues from such patents and
licenses will be retained by Western and 25% will be retained by
Mr. Smith until Mr. Smith receives an aggregate revenue from such
patents and licenses of $2,000,000, at which time no further
revenue will inure to Mr. Smith. During Fiscal 1997, Mr. Smith
earned $ 69,928 pursuant to the License Agreement.
2. APPROVAL TO CHANGE COMPANY'S
NAME TO ADRENALIN INTERACTIVE, INC.
THE BOARD OF DIRECTORS IS RECOMMENDING APPROVAL TO CHANGE
THE COMPANY'S NAME TO "ADRENALIN INTERACTIVE, INC."
On June 3, 1997, the Board of Directors of the Company
approved a resolution authorizing the Company to change its name
to
"Adrenalin Interactive, Inc."
The reason the Company desires to amend its name is to
better
reflect its new image as a developer and licensor of video games,
interactive multimedia software, entertainment titles on CD-ROM
and
interactive television programming. The general effect of such
amendment would be to broaden the image of the Company in the
market place to reflect its broader base of products.
Section 242 of the Delaware General Corporation Law requires
this amendment to the Company's Certificate of Incorporation be
approved by a majority of the Company's outstanding shares of
stock
entitled to vote at the Meeting.
3. AMENDMENT TO INCREASE COMMON STOCK TO 20,000,000
SHARES AND TO EFFECT A 3-FOR-1 REVERSE STOCK SPLIT
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE TO
AUTHORIZE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF
COMMON
STOCK TO 20,000,000 SHARES AND EFFECTING A 3-FOR-1 REVERSE STOCK
SPLIT.
On June 3, 1997, the Board of Directors approved and
recommended that the shareholders of the Company approve an
amendment to the Company's Certificate of Incorporation providing
for the increase in the number of authorized shares of Common
Stock
which the Company shall have authority to issue from 10,000,000
shares to 20,000,000 shares.
On March 15, 1998, the Board of Directors approved and
recommended that the shareholders of the Company further approve
an
amendment to the Company's Certificate of Incorporation providing
for a 3-for-1 reverse stock split in respect of the Company's
issued and outstanding shares of Common Stock.
The Company is presently authorized to issue a maximum of
10,000,000 shares of Common Stock. As of April 2, 1998, 6,864,589
shares of Common Stock were issued. The Company also has
obligations to set aside approximately 4,000,000 shares of Common
Stock for the exercise of outstanding warrants, options and other
written and verbal contractual commitments.
As a result of the above actions by the Board of Directors,
the Company is proposing to amend subsection (a) of Article
Fourth
of the Company's Certificate of Incorporation so that, as
amended,
subsection (a) of Article Fourth reads as follows:
"(a) The maximum number of shares which the corporation
shall
have authority to issue is Twenty Million One Hundred
Thousand
(20,100,000), of which Twenty Million (20,000,000) shares
shall be Common Stock having a par value of $.005 per share
("Common Stock") and One Hundred Thousand (100,000) shares
shall be preferred stock, having a par value of $.01 per
share. Upon the amendment of this Article Fourth to read as
hereinabove set forth, each outstanding share of Common
Stock
having a par value of $0.001 per share shall be
automatically
converted into one-third (1/3) of a share of Common Stock
having a par value of $0.003 per share. No fractional
shares
shall be issued as a result of the above-referenced reverse
stock split and the corporation shall pay cash for fractions
of a share resulting from the above-referenced reverse stock
split based upon the closing price of this corporation's
Common Stock on the date that such reverse stock split is
effected."
In order for the shareholders of the Company to authorize
adoption of the aforementioned amendment, a majority of the
shares
of outstanding Common Stock must vote in favor of this proposal.
The Company believes that the increase in the authorized
number of shares of Common Stock to 20,000,000 shares will allow
the Company greater flexibility in the future if it is presented
with an opportunity to raise additional capital.
The Company is exploring various financial options. It is
likely that it will be crucial to issue shares of Common Stock in
connection with any financing arrangements the Company may enter
into to fund the Company's operations.
Other than upon exercise of presently outstanding options or
warrants, the Company has no present plans, and is not engaged in
negotiations, to issue any substantial number of additional
shares
of Common Stock or Preferred Stock. If shares of Common Stock
or
Preferred Stock are issued in the future, the Company is not
required and presently does not intend to solicit the
shareholders
of the Company for authorization. In the event any of these
shares
are issued, the general effect thereof upon the rights of
existing
holders of Common Stock would be to decrease the earnings and
book
value per share of Common Stock, unless the Company's earnings
and
book value increased sufficiently to offset the effect of these
additional outstanding shares of Common Stock or Preferred Stock.
The Company's principal reason for the 3-for-1 reverse stock
split is to raise the price of the Company's Common Stock in the
NASDAQ Smallcap Market so that the Company's Common Stock is in
compliance with the minimum bid price requirements of NASD
Marketplace Rule 4310(c)(04) which became effective on February
23,
1998.
4. OTHER MATTERS
The Board of Directors has no knowledge of any other
matters,
which may come before the Meeting and does not intend to present
any other matters. However, if any other matters shall properly
come before the Meeting or any adjournment thereof, the persons
named, as proxies will have discretionary authority to vote the
shares of Common Stock represented by the accompanying proxy in
accordance with their best judgment.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected Drucker, Math & Whitman,
independent certified public accountants; auditors of its
financial
statements for its fiscal year ended June 30, 1997, as the
auditors
of the financial statements of the Company for its current fiscal
year ending June 30, 1998. A member of such firm is not expected
to attend the Meeting.
SHAREHOLDERS' PROPOSALS
Any shareholder of the Company who wishes to present a
proposal to be considered at the next annual meeting of
shareholders of the Company and who wishes to have such proposal
presented in the Company's Proxy Statement for such meeting must
deliver such proposal in writing to the Company at 5301 Beethoven
Street, Los Angeles, California 90066 on or before August 31,
1998.
By Order of the Board of Directors.
s/Jay Smith III,
CEO, CFO & Secretary
Dated: April 10, 1998 <PAGE>
PROXY
WANDERLUST INTERACTIVE, INC.
5301 Beethoven Street, Los Angeles, California 90066
This Proxy is solicited on behalf of the management of Wanderlust
Interactive, Inc. (the "Company").
The undersigned, revoking all proxies, hereby appoints Jay Smith
III and Thomas A. Schultz, and each of them, proxies with power
of
substitution to each, for and in the name of the undersigned to
vote all shares of Common Stock of the Company which the
undersigned would be entitled to vote if present at the 1998
Annual
Meeting of Shareholders of the Company to be held on May 12,
1998,
at 10:00 A.M. at the offices of the Company, 5301 Beethoven
Street,
Los Angeles, California, and any adjournments thereof, upon the
matters set forth in the Notice of 1998 Annual Meeting.
The undersigned acknowledges receipt of the Notice of 1998 Annual
Meeting, Proxy Statement and the Company's 1997 Annual Report.
1. ELECTION OF DIRECTORS:
FOR all nominees listed below (except as WITHHOLD
Authority to vote for all
marked to the contrary below)________
nominees
listed below ________
(INSTRUCTION: To withhold authority to vote for an
individual
nominee, strike a line through such nominee's name in the
list
below.)
JAY SMITH III, THOMAS A. SCHULTZ and ROBERT A.D. WILSON
2. APPROVAL TO CHANGE THE COMPANY'S NAME TO ADRENALIN
INTERACTIVE,
INC.:
FOR _________ AGAINST___________ WITHHOLD
__________
3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF
COMMON STOCK TO 20,000,000 SHARES AND TO CONCURRENTLY EFFECT A
3-FOR-1 REVERSE STOCK SPLIT IN RESPECT OF THE COMPANY'S ISSUED
AND OUTSTANDING SHARES OF COMMON STOCK:
FOR _________ AGAINST___________ WITHHOLD
__________
4. IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY
COME
BEFORE THE MEETING.
FOR _________ AGAINST___________ WITHHOLD
__________
PLEASE SIGN BELOW AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE
COMPANY
and when properly executed will be voted as directed herein. If
no
direction is given, this Proxy will be voted FOR proposals 1, 2,
3
and 4.
_____________________________ ______________________________
(Signature) (Signature, if held jointly)
Dated:--------------, 1998
Where stock is registered in the names of two or more persons ALL
should sign. Signature(s) should correspond exactly with the
name(s) as shown above. Please sign, date and return promptly in
the enclosed envelope. No postage need be affixed if mailed in
the
United States.
