SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
___ Preliminary Information Statement ___ Confidential, for Use of the
Commission
_X_ Definitive Information Statement Only (as permitted by
Rule 14c-5(d)(2))
Bureau of Electronic Publishing, Inc.
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(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
___ $125 per Exchange Act Rules 0-11(c)(1)(ii) or 14c-5(g).
___ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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_X_ 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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BUREAU OF ELECTRONIC PUBLISHING, INC.
619 Alexander Road
Princeton, New Jersey 08540
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TO THE SHAREHOLDERS OF BUREAU OF ELECTRONIC PUBLISHING, INC.
The Bureau of Electronic Publishing, Inc. (the "Company") has obtained the
written consent of certain of its shareholders of record as of July 19, 1996 to
approve an amendment to the Company's Certificate of Incorporation increasing
the authorized number of shares of the Company's Common Stock, par value $0.001
per share (the "Common Stock"), from 7,719,623 shares to 12,000,000 shares. This
amendment has been approved by the Company's Board of Directors and the holders
of a majority of the shares of Common Stock outstanding. Your consent is not
required and is not being solicited in connection with this action. Pursuant to
Section 228 of the Delaware General Corporation Law, you are hereby being
provided with notice of the approval by less than unanimous written consent of
the Company's shareholders of the amendment to the Company's Certificate of
Incorporation. Pursuant to the Securities Exchange Act of 1934, as amended, you
are being furnished an information statement relating to this action with this
letter.
By order of the Board of Directors
Brent Subkowsky
Corporate Secretary
August 5, 1996
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BUREAU OF ELECTRONIC PUBLISHING, INC.
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INFORMATION STATEMENT
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This Information Statement is furnished to the shareholders of the Bureau
of Electronic Publishing, Inc. (the "Company") in connection the taking of
action by written consent of the holders of a majority of the outstanding shares
of Common Stock, par value $0.001 per share (the "Common Stock") of the Company,
approving an amendment to the Company's Certificate of Incorporation increasing
the number of authorized shares of Common Stock from 7,719,623 shares to
12,000,000 shares (the "Amendment").
The approximate date on which this Information Statement is first being
sent or given to shareholders is August 5, 1996.
THE COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
VOTING
As of July 19, 1996, 4,207,869 shares of Common Stock were issued and
outstanding. Each share of Common Stock entitles its holder to one vote on each
matter submitted to the shareholders. The record date for purposes of the
written consent to the Amendment was July 19, 1996. However, because the
Company's directors and officers and certain shareholders hold at least a
majority of the issued and outstanding shares of Common Stock and, therefore,
had sufficient voting power to approve the Amendment through their ownership of
the Company's Common Stock, no other shareholder consents are being solicited
and no shareholders' meeting is being held in connection with the Amendment. See
"Amendment to Certificate of Incorporation" herein.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock by each person or group that is known by
the Company to be the beneficial owner of more than 5% of its outstanding Common
Stock, each Director of the Company and all Directors and executive officers of
the Company as a group as of July 19, 1996. Unless otherwise indicated, the
Company believes that the persons named in the table below, based on information
furnished by such owners, have sole voting and investment power with respect to
the Common Stock beneficially owned by them, subject to community property laws,
where applicable.
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Number of Shares
of Common Stock Percent Ownership
Name and Address of Beneficially of Common Stock
Beneficial Owner Owned Outstanding
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Larry Shiller 840,934(1) 20.0%
619 Alexander Road
Princeton, N.J. 08540
Richard & Georgia U. Raysman, 494,544 11.8.0%
as joint tenants
417 Park Avenue
New York, N.Y. 10022
Forest Barbieri 16,210 .4%
514 Market Loop, Suite 103
West Dundee, Il. 60010
All Directors and officers
as a group (3 persons) 1,351,688 32.2%
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(1) Does not include options to purchase up to 216,000 shares of Common Stock
not currently exercisable at a weighted average exercise price of $8.00 per
share.
AMENDMENT TO CERTIFICATE OF INCORPORATION
In July 1996 the Company sold forty units (the "Units") of its Common Stock
and common stock purchase warrants. Each Unit was priced at $50,000 and
consisted of (i) forty thousand (40,000) shares of Common Stock and (ii)
warrants to purchase 40,000 shares of Common Stock at an exercise price of $2.00
per share (the "Warrants") upon the terms and conditions more fully set forth in
the Warrants. The proceeds from the sale of the Units will be used by the
Company as working capital to fund the operation of its business.
As part of the terms and conditions of the sale of the Units, the Company
covenanted with the purchasers of the Units to take all steps necessary to
increase the number of its authorized shares of Common Stock to 12,000,000 and
to use its best efforts to obtain shareholder approval of such increase. As more
fully described below, the Company's Board of Directors has heretofore proposed,
and the holders of a majority of the outstanding shares of Common Stock have
heretofore approved, the Amendment in fulfillment of these covenants with the
purchasers of the Units.
The Warrants may, upon full exercise, require the issuance of up to an
additional 1,600,000 shares of Common Stock. After the sale of the Units, the
Company has 4,651,869 shares of Common Stock issued and outstanding and has an
additional 2,001,355 shares of Common Stock reserved for issuance upon the
exercise of various options and warrants (excluding shares of Common Stock
reserved for issuance upon exercise of the Warrants), leaving 1,066,399 shares
unissued and not reserved for issuance. These remaining shares of Common Stock
would be insufficient to honor an exercise of all of the Warrants by the holders
thereof and to maintain the Company's flexibility for funding its capital needs,
for potential acquisitions and for possible future stock dividends and splits.
Accordingly, on June 24, 1996 the Company's Board of Directors adopted
resolutions proposing, and as of July 20, 1996, the holders of a majority of the
outstanding shares of Common Stock
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<PAGE>
approved, the Amendment increasing the number of authorized shares of Common
Stock from 7,719,623 shares to 12,000,000 shares. The Amendment will result in
an increase in the Company's Delaware Franchise Tax and will become effective
when the Certificate of Amendment of Certificate of Incorporation, a copy of
which is attached hereto as Exhibit A, is filed with the Secretary of State of
the State of Delaware, which is expected to be on or about August 26, 1996.
Holders of the Company's Common Stock do not and will not have preemptive rights
pursuant to the Company's Certificate of Incorporation.
By order of the Board of Directors
Brent Subkowsky
Corporate Secretary
Princeton, New Jersey
August 5, 1996
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<PAGE>
Exhibit A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BUREAU OF ELECTRONIC PUBLISHING, INC.
(Pursuant to Section 242 of the
Delaware General Corporation Law, as amended)
Bureau of Electronic Publishing, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter generally referred
to as the "Corporation"), DOES HEREBY CERTIFY THAT:
1. The Certificate of Incorporation of the Corporation is hereby amended to
authorize the issuance of an additional 4,280,377 shares of common stock with
par value $0.001 per share, so that the total authorized capital stock of the
Corporation is Twelve Million (12,000,000) shares of voting common stock with
par value $0.001 per share and Two Million (2,000,000) shares of preferred stock
with par value $0.001 per share.
2. In connection with the amendment stated above, Article Fourth of the
Certificate of Incorporation of the Corporation is hereby amended to read as
follows: "The amount of the total authorized capital stock of this Corporation
shall be Twelve Million (12,000,000) shares of voting common stock with par
value $0.001 per share and Two Million (2,000,000) shares of preferred stock
with par value $0.001 per share."
3. Said amendment was declared to be advisable by the Board of Directors of
the Corporation in resolutions of the Board of Directors setting forth the
amendment proposed and authorizing said amendment to be submitted to the
stockholders of the Corporation for their consideration, and said resolutions
were duly adopted by unanimous written consent of the Board of Directors without
a meeting, pursuant to Section 141(f) of the Delaware General Corporation Law,
as amended.
4. Resolutions approving said amendment were duly adopted by the written
consent of a majority of the stockholders entitled to vote in respect thereof,
pursuant to Section 228(a) of the Delaware General Corporation Law, as amended,
and any written notice to said stockholders pursuant to said Section 228 has
been given.
5. This amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law, as amended.
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IN WITNESS WHEREOF, I, the undersigned, Larry Shiller, have made this
certificate under the seal of the aforesaid Corporation and have signed the same
as President thereof, respectively, this _____ day of _________, 1996.
[SEAL]
/s/ LARRY SHILLER
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Larry Shiller
President
Attested:
/s/ BRENT J. SUBKOWSKY
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Brent J. Subkowsky
Secretary
