MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
448 West 16th Street
New York, New York 10011
SPECIAL MEETING OF STOCKHOLDERS
To Be Held on November 27, 1996
To the Stockholders of
Multimedia Concepts International, Inc.
NOTICE IS HEREBY GIVEN that a
Special Meeting of Stockholders of MULTIMEDIA
CONCEPTS INTERNATIONAL, INC. (the
"Corporation") will be held at the offices of
Klarman & Associates at One World Trade
Center, Suite 7967, New York, New York 10048
on November 27, 1996 at 9:30 a.m., New York
time, for the following purposes:
1. To authorize the Corporation to sell or dispose of
its shares of common stock of American Eagle
Industries Corp. or effect the dissolution thereof;
and
2. To authorize the Corporation to sell or dispose of
its shares of common stock of Multi Media
Publishing, Inc., unless contrary instructions are
given.
The close of business on October 28, 1996 has been fixed
as the record date for the determination of shareholders entitled to
notice of, and to vote at, the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or
not you plan to attend, please complete, date and sign the
accompanying proxy and return it promptly in the enclosed
envelope to assure that your shares are represented at the meeting.
If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy will
automatically be revoked if you execute the accompanying proxy
or if you notify the Secretary of the Corporation, in writing, prior
to the Special Meeting of Shareholders.
By order of the Board of Directors
Allean Goode,
Secretary
Dated: November 7, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE IN ORDER TO ASSURE
REPRESENTATION OF YOUR SHARES. NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
Multimedia Concepts International, Inc.
448 West 16th Street
New York, New York 10011
PROXY STATEMENT
FOR
Special Meeting of Stockholders
To Be Held on November 27, 1996
This proxy statement and the accompanying form of proxy
have been mailed on November 7, 1996 to the stockholders of
record on October 28, 1996 of Multimedia Concepts International,
Inc., a Delaware corporation (the "Corporation") in connection
with the solicitation of proxies by the Board of Directors of the
Corporation for use at the Special Meeting to be held on
November 27, 1996 and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF
PROXIES
Shares of the Corporation's common stock, par value,
$.001 per share (the "Common Stock") represented by an effective
proxy in the accompanying form will, unless contrary instructions
are specified in the proxy, be voted (i) FOR the proposal to
authorize the Company to sell or dispose of its shares of common
stock of American Eagle Industries Corp. ("American Eagle") (ii)
FOR the proposal to authorize the Company to sell or dispose of
its shares of common stock of Multi Media Publishing, Inc.
("MMP").
Any such proxy may be revoked at any time before it is
voted. A stockholder may revoke this proxy by notifying the
Secretary of the Corporation either in writing prior to the Special
Meeting or in person at the Special Meeting, by submitting a
proxy bearing a later date or by voting in person at the Special
Meeting. An affirmative vote of a plurality of the shares of
Common Stock, present in person or represented by proxy, at the
Special Meeting and entitled to vote thereon is required to approve
the proposal. A stockholder voting through a proxy who abstains
with respect to the proposal is considered to be present and entitled
to vote on the proposal at the meeting, and is in effect a negative
vote, but a stockholder (including a broker) who does not give
authority to a proxy to vote, or withholds authority to vote, on the
proposal shall not be considered present and entitled to vote on the
proposal. A stockholder voting through a proxy who abstains with
respect to approval of any other matter to come before the meeting
is considered to be present and entitled to vote on that matter and
is in effect a negative vote, but a stockholder (including a broker)
who does not give authority to a proxy to vote, or withholds
authority to vote, on any such matter shall not be considered
present and entitled to vote thereon.
The Corporation will bear the cost of the solicitation of
proxies by the Board of Directors. The Board of Directors may
use the services of its executive officers and certain directors to
solicit proxies from stockholders in person and by mail, telegram
and telephone. Arrangements may also be made with brokers,
fiduciaries, custodians, and nominees to send proxies, proxy
statements and other material to the beneficial owners of the
Corporation's Common Stock held of record by such persons, and
the Corporation may reimburse them for reasonable out-of-pocket
expenses incurred by them in so doing.
A copy of the Corporation's report on Form 10-QSB for
the nine months ended June 30, 1996 accompanies this proxy
statement.
The principal executive offices of the Corporation are
located at 448 West 16th Street, New York, NY 10011 the
Corporation's telephone number is (212) 675-6666.
<PAGE>
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The securities entitled to vote at a meeting are the
Company's Common Stock. The presence, in person or by proxy,
of a majority of shares entitled to vote will constitute a quorum for
the meeting. Each share of Common Stock entitles its holder to
one vote on each matter submitted to stockholders. On the Record
Date there were 3,005,000 shares of Common Stock outstanding.
Voting of the shares of Common Stock is on a non-cumulative
basis.
The following table sets forth information as of November
7, 1996, with respect to the beneficial ownership of shares of
Common Stock by (i) each person (including any "group" as that
term is used in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended), known by the Company to be the owner of
more than 5% of the outstanding shares of Common Stock, (ii)
each director, and (iii) all officers and directors as a group. Except
to the extent indicated in the footnotes to the following table, each
of the individuals listed below possesses sole voting power with
respect to the shares of Common Stock listed opposite his name.
<PAGE>
<TABLE>
<CAPTION>
Percent of
Number of Common Stock
Name Shares Owned (1)
<S> <C> <C>
Ilan Arbel (2)(3)(4) 1,045,000 34.8%
c/o Multimedia Concepts International, Inc.
448 West 16th Street
New York, New York
Yair Arbel (2)(3) 1,045,000 34.8%
c/o Multimedia Concepts International, Inc.
448 West 16th Street
New York, New York
American Toys, Inc.(5) 400,000 13.3%
2694 Bishop Drive
San Ramon, CA 94583
Moses Mika/European Ventures Corp. (2)(3)(5) 1,045,000 34.8%
c/o Multimedia Concepts International, Inc.
448 West 16th Street
New York, New York
Alan Berkun (6) -- --
c/o Multimedia Concepts International, Inc.
448 West 16th Street
New York, New York
All Officers and Directors 1,045,000 34.8%
(3 as a Group) (2)-(6)
</TABLE>
(1) Does not give effect to (i) 5,910,000 shares of Common Stock reserved
for issuance upon the exercise of the Warrants, (ii) 240,000 shares of
Common Stock reserved for issuance upon the exercise of the
Underwriter's Warrants and the Warrants underlying the Underwriter's
Warrants or (iii) 150,000 shares of Common Stock reserved for
issuance under the Company's 1995 Senior Management Incentive Plan,
of which an option to purchase 75,000 shares at $8.75 per share has
been granted.
(2) Moses Mika, the father of Yair Arbel and Ilan Arbel, is the sole
officer, director and stockholder of EVC.
(3) Yair Arbel, a director is the brother of Ilan Arbel, the Chief Executive
Officer and a director of the Company. It can be expected that the
shares of Common Stock of record and beneficially owned by members
of the Arbel family would be voted as a group on matters presented to
the Company's stockholders; however there is no voting agreement or
arrangements which require such unified voting.
(4) Does not include (i) 2,900,000 shares of Common Stock issuable upon
the exercise of Warrants issued to Mr. Arbel, upon Mr. Arbel's
exercise of options to purchase 1,900,000 Warrant and 1,000,000
Warrants in April 1996 and May 1996, respectively, which Warrants
were sold pursuant to a Form S-8 registration statement or (ii) 585,000
shares of Common Stock and 1,170,000 Warrants sold by Europe
American Capital Corp. ("EACC"), a company of which Yair Arbel is
an officer, director and sole stockholder, pursuant to the Company's
initial public offering registration statement. See "-- Employment
Agreements" and "Recent Developments."
(5) In June 1996 EVC, exchanged 400,000 shares of the Company's
Common Stock for 3,106,005 shares of common stock of American
Toys, Inc. EVC had the right to either pay $1,800,000 for the shares
of American Toys, Inc. or transfer 400,000 shares of the Company's
Common Stock.
(6) Does not include 50,000 shares and 75,000 shares of Common Stock
issued pursuant to the exercise of stock options granted to Alan Berkun
in March 1995 and June 1995, respectively, which were sold pursuant
to Form S-8 Registration Statements on March 21, 1995 and June 19,
1995, respectively.
RECENT DEVELOPMENTS
As of June 30, 1996, the Company loaned $331,136 to Ilan
Arbel, which is payable upon demand and bears no interest.
As of June 30, 1996, the Company had loaned
approximately $420,000 and $400,000 to Hollywood Productions,
Inc. and Mister Jay Fashions International, Inc., respectively, of
which the $420,000 loaned to Hollywood Productions, Inc. has
been repaid. The loans bear no interest and are payable upon
demand.
On April 4, 1996, the board of directors authorized the
Company to enter into a compensation agreement with director,
Ilan Arbel, and pursuant thereto granted to Ilan Arbel an option to
purchase 1,900,000 warrants, identical to the Warrants sold by the
Company in its initial public offering. The option was exercisable
at $.04 per Warrant. The Warrants and shares underlying the
Warrants were registered for resale pursuant to a Form S-8
registration statement. Mr. Arbel exercised this option in full and
sold the Warrants in April 1996. In addition, the board authorized
the Company to issue an additional option to Mr. Arbel to
purchase 200,000 shares of Common Stock at $3.70 per share. On
April 19, 1996, the board of directors of the Company and Mr.
Arbel amended the compensation agreement and terminated the
option to purchase 200,000 shares of Common Stock and in lieu
thereof issued an option to purchase an additional 1,000,000
Warrants. The option was exercisable at $.04 per Warrant. The
Warrants were registered for resale pursuant to an amendment to
the Form S-8 registration statement. Mr. Arbel exercised this
option in full and sold the Warrants in May 1996.
As of May 15, 1996, the Company entered into an
employment agreement with Mr. Arbel, for a period of five years,
pursuant thereto Mr. Arbel became the President and Chief
Executive Officer of the Company. At such time the Company and
Mr. Arbel determined that the price paid for the Warrants was too
low, and agreed to increase the price to $1.90 per Warrant, which
was increased to $2.50 per Warrant, whereby Mr. Arbel owed the
Company $7,250,000, which was payable either in cash, or other
securities. The term securities is defined as any debt or equity
security or convertible security, the underlying security of which,
is traded on either a national securities exchange or on the Nasdaq
Stock Market. The price for which the securities may be
exchanged to reduce the debt shall be 50%of the average bid price
of the securities or the underlying securities of a convertible
security, for a period of ninety days ending five days prior to the
exchange. The employment agreement provides that no other
compensation or remuneration be paid to Mr. Arbel during its
term. In September 1996, Mr. Arbel transferred 528,070 shares of
Play Co. Toys & Entertainment Corp.'s ("Playco") Series E
Preferred Stock, each of which is convertible at any time into 20
shares of Playco's common stock as payment of the debt.
In May 1996, the Company in anticipation of the execution
of an employment agreement with Rivka Arbel, granted Mrs.
Arbel an option to purchase from the Company up to 600,000
Warrants, which Warrants are to be identical to the Warrants
issued in the Company's initial public offering. Initially Mrs.
Arbel was to pay $.04 per Warrant and resell the Warrants
pursuant to a Form S-8 registration statement, however, the
Company and Mrs. Arbel have determined that such price is too
low and have decided to increase the price to $2.50 per Warrant,
which may be paid either in cash, or other securities, as such term
is described above. In June 1996, Mrs. Arbel entered into an
employment agreement with the Company, for a period of five
years, pursuant thereto Mrs. Arbel became a Vice-President of the
Company. The employment agreement provides that no other
compensation or remuneration be paid to Mrs. Arbel during its
term. In August this agreement was terminated and the 600,000
Warrants returned to the Company's treasury unexercised.
In May, 1996 the Company formed Video On-Line USA,
Inc., a company which entered into a letter of intent to purchase
from Video Authoring Systems Group, Inc. ("VAS Group") 51%
of its outstanding shares of common stock for $1,000,000. The
Company agreed to make an initial investment of$100,000 and
agreed to loan an additional $900,000 for the purpose of
consummating the purchase of VAS Group. No stock purchase
agreement was ever entered into and the acquisition was never
consummated. The Company is no longer pursuing this
acquisition. Video is currently a company with no operations.
On May 5, 1996, Video entered into a letter of intent to
purchase from the current stockholders of Software Affiliates, Inc.
("Software") 80% of the issued and outstanding shares of its
common stock for 150,000 shares of the Company's Common
Stock. Additionally, Video agreed to loan to Software an aggregate
of $250,000. No stock purchase agreement was ever entered into
and the acquisition was never consummated. Video is no longer
pursuing this acquisition.
On June 19, 1996 and October 10, 1996, Ilan Arbel and
European American Corp., a company in which Mr. Arbel's
brother, Yair Arbel, is the sole officer, director and a principal
stockholder, transferred 528,070 shares and 200,000 shares,
respectively, of Play Co. Toys & Entertainment Corp.'s
("Playco") Series E Preferred Stock to the Company. Each share
of the Series E Preferred Stock is exercisable into 20 shares of
Playco's common stock. The transfer by Mr. Arbel was payment
of the debt owed for the Warrants purchased pursuant to his
employment agreement. In the event such shares are converted into
Playco's common stock, the Company would be a beneficial
stockholder of Playco.
On October 21, 1996, the board of directors adopted
resolutions authorizing the Company subject to stockholder
approval, to terminate its ownership and relationships with
American Eagle and MMP as not profitable business investments.
In addition, the board has authorized the Companess Corporation
("U.S. Wireless"), a company in which Ilan Arbel is an Officer
and beneficial principal stockholder, to exchange 3,000,000 shares
of the Company's Common Stock for the shares of Common Stock
of Mantra Technologies, Inc. ("Mantra"), owned by U.S.
Wireless, comprising 51% of the outstanding shares of Mantra. In
addition, the Company would be assigned U.S. Wireless's stock
purchase option to obtain the balance of the outstanding shares of
Mantra.
It is expected that the following will be considered at the
meeting and action taken thereon.
I. Adoption of a resolution authorizing the Company to
Sell or Dispose of its Shares of Common Stock of
American Eagle Industries Corp. or Effect the Dissolution thereof.
The Board of Directors and Management of the Corporation
is of the opinion that the continued financing of its subsidiary,
American Eagle is no longer in the best interests of the Company
and therefore, desires that the stockholders of the Company
approve the proposed sale or disposition of the shares of American
Eagle by it. Section 271 of the Delaware General Corporation Law
requires that a majority of the stockholders of the Company shall
be required to approve the sale, lease or exchange of substantially
all of the assets and property of the corporation. In the event that
the Company can not sell its shares of American Eagle,
representing 55% of the outstanding shares of such company, then
as majority stockholder it will seek the dissolution and winding up
of the affairs of American Eagle, including the sale of any assets
of American Eagle and the distribution of such to its stockholders.
Pursuant to Section 275 of the Delaware General Corporation Law
the shareholders representing a majority of a corporation's
stockholders may resolve to dissolve the corporation. The
Company cannot assess whether it will be able to sell its shares of
American Eagle, of if sold what the Company can expect to
receive therefrom nor can it assess whether the Company will
receive any distributions upon the dissolution of American Eagle.
As of June 30, 1996, American Eagle owes to the Company
$4,308,563. In addition, American Eagles total liabilities are
$4,738,060 and total assets are $1,821,012, there being $205,866
in cash and $699,542 of receivables. There are no security
interests on any of the assets of American Eagle.
Upon the consent of a majority of the Company's
stockholders, the Company shall terminate the financing of
American Eagle's operations. The Company's board of directors
has reviewed and analyzed the market for the products of
American Eagle and its current operating costs and has determined
that American Eagle's long term prospects do not meet with the
Company's goals. Though American Eagle is currently shipping
products pursuant to purchase orders received it has not received
any new purchases.
The Company believes that American Eagle's consulting
arrangements with American Eagle Imports, Inc. ("AEI") and its
principal, Carolyn Seymour Jones, in which it pays a weekly fee
of $5,000 should be terminated. In addition, Ms. Amarasekera its
designer resigned in May 1996. The Company will continue to
seek products, investment and potential acquisitions in companies
in the multimedia or Internet industries. Any proceeds from the
sale of the shares of American Eagle or proceeds from its
dissolution shall be used for such.
On October 21, 1996, the board of directors adopted
resolutions authorizing the Company subject to stockholder
approval, to terminate its ownership and relationships with
American Eagle and MMP as not profitable business investments.
In addition, the board has authorized the Company to enter into a
stock purchase agreement with U.S. Wireless Corporation ("U.S.
Wireless"), a company in which Ilan Arbel is an Officer and
beneficial principal stockholder, to exchange 3,000,000 shares of
the Company's Common Stock for the shares of common stock of
Mantra Technologies, Inc. ("Mantra"), owned by U.S. Wireless,
comprising 51% of the outstanding shares of Mantra. In addition,
the Company would be assigned U.S. Wireless's stock purchase
option to obtain the balance of the outstanding shares of Mantra.
In the event that the Company does not consummate the acquisition
of Mantra or engage in any additional business activities, it is
possible that the Nasdaq Stock Market will view the Company
after its disposition of American Eagle as a "blind pool", and
thereby seek to delist its securities from quotation thereon.
Mantra is a development stage company formed by Dr.
Oliver Hilsenrath, the Chief Executive Officer, president and a
director of U.S. Wireless. Mantra is developinftware is being
developed to acquaint itself with the user and probe the Internet
gathering items which correlate to the users personality/profile and
business objectives, which service shall be designed to optimize
your search time and use of the Internet. The technology for this
product is in the development stage and as of the date hereof there
is no product or prototype developed, however, there has been a
patent application filed to protect the technology which has been
developed. Pursuant to the preliminary terms of the acquisition of
Mantra, Dr. Hilsenrath would become the Chief Executive Officer
of the Company to continue the progress and development of the
Mantra product lines.
The affirmative vote of the holders of a majority of the
shares of the Common Stock issued and outstanding on the record
date, voting together as a single class, is required for the approval
of this proposal. The Directors and Officers of the Corporation
and other principal stockholders owning of record, beneficially,
directly and indirectly, an aggregate of approximately 48.1% of
such shares outstanding on the record date, have agreed to vote in
favor of approval of this proposal.
The Board of Directors deems this Proposal No. I to be
in the best interests of the Corporation and its stockholders and
recommends a vote "FOR" approval thereof.
II. Adoption of a resolution authorizing the Company to
Sell or Dispose of its Shares of Common Stock of
Multi Media Publishing, Inc.
The Board of Directors and Management of the Corporation
is of the opinion that the continued financing of MMP, which is
only 34% owned by the Company, is no longer in the best
interests of the Company and therefore, desires that the
stockholders of the Company approve the proposed sale or
disposition of the shares of MMP. The Company cannot assess
whether it will be able to sell its shares of MMP and does not
believe if such a sale was available that it would generate
significant revenues to the Company. As of June 30, 1996 the
Company has advanced $285,000 to MMP, none of which has
been repaid. In addition, the Company has not received any
dividends or distributions from MMP. The Company's
management does not believe that MMP's will be successful in
developing or marketing its product lines. As of the date hereof
MMP has not had any sales and the Company is not aware of the
distribution of any of its products for resale. The Company will
seek to receive repayment on all loans made to MMP in addition
to accrued interest, however, the Company does not believe that
it will be successful in obtaining any funds.
Upon the consent of a majority of the Company's
stockholders, the Company shall terminate the financing of MMP's
operations. The Company's board of directors has reviewed and
analyzed the market for the products of MMP and its current
operating costs and has determined that MMP's long term
prospects do not meet with the Company's goals. MMP is
currently paying its president a salary, however, MMP has had no
revenues to pay the expenses of its operations, which are being
paid from advances made by the Company to MMP.
The affirmative vote of the holders of a majority of the
shares of the Common Stock issued and outstanding on the record
date, voting together as a single class, is required for the approval
of this proposal. The Directors and Officers of the Corporation
and other principal stockholders owning of record, beneficially,
directh shares outstanding on the record date, have agreed to vote
in favor of approval of this proposal.
The Board of Directors deems this Proposal No. II to be
in the best interests of the Corporation and its stockholders and
recommends a vote "FOR" approval thereof.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
In June 1994, in connection with the incorporation of the
Company, European Ventures Corp. ("EVC") acquired 1,500,000
shares of the Company's Common Stock for aggregate
consideration of $400,000. Moses Mika, the sole officer, director
and stockholder of EVC is the father of Ilan and Yair Arbel.
Between July 1994 and March 1995, the Company obtained bridge
financing (the "Bridge Loan") from Europe American Capital
Corp. ("EACC"), of which Yair Arbel is an officer, director and
sole stockholder, in the amount of $2,500,000. The Bridge Loan
was evidenced by a promissory note dated June 1, 1995 in such
principal amount, bearing interest at the rate of 10% per annum
and due and payable on September 30, 1996. In connection with
such loan, in July 1994, the Company issued EACC 300,000
shares and 600,000 Warrants for aggregate consideration of $300
and $600, respectively. On September 28, 1995 EACC converted
$1,510,500 principal amount of the Bridge loan into 285,000
shares of Common Stock and 570,000 Warrants. The sale of the
shares of Common Stock, Warrants and shares of Common Stock
issuable upon the exercise of the Warrants issued to EACC were
registered and sold pursuant to the Company's registration
statement on Form SB-2 dated November 9, 1995.
In May 1994, MMP was incorporated in the State of
Delaware. Mitchell Lampert, a partner of Lampert & Lampert,
prior counsel to the Company, was a director of MMP until June
1995, when he resigned. The current owners of MMP and their
percentage interest is as follows: affiliates of Lampert & Lampert
own 22%; Dr. Bert Spilker owns 22%; Howard Wertheim,
D.M.D., the President and sole director of MMP, owns 22%; and
the Company owns 34%, which in June 1995, TransAtlantic
Commerce Corp., a British Virgin Island corporation of which Ilan
Arbel is the sole officer and director, and of which Yair Arbel is
the sole stockholder were received as a capital contribution.
In June 1994, American Eagle Industries Corp. ("American
Eagle") sold 110,000 shares, 50,000 shares, 20,000 shares, 10,000
shares and 10,000 shares of its Common Stock to EACC, Carolyn
Seymour Jones, Dorothy Zimmerman, Anita Friedman and Neil
Benedaret, respectively, for consideration of $1,100, $500, $200,
$100 and $100, respectively. Anita Friedman, Neil Benedaret and
Dorothy Zimmerman are all related to each other. The shares
owned by EACC were transferred to the Company as a capital
contribution, whereby American Eagle became a 55% owned
subsidiary of the Company.
In July 1994, the stockholders of MMP entered into a
stockholders agreement (i) limiting the resale of shares of Common
Stock of MMP by its stockholders without giving MMP and the
other stockholders the right of first refusal on a pro rata basis (ii)
requiring the unanimous consent of the board of directors to take
certain actions including (a) amending MMP's certificate of
incorporation or by-laws, (b) acquisitions, mergers or the
dissolution of MMP, (c) discharge of its officers, (d) sale or lease
of assets, (e) borrowing of money by MMP or any of its officers
or directors, (f) the payment of dividends and salaries, (g) capital
expenditures of $50,000 or more or (h) the issuance of additional
shares. The sole member of the board of directors of MMP is
Howard Wertheim, and therefore, Mr. Wertheim controls the
operations of MMP.
In July 1994, MMP and Raven Press entered into an
agreement, pursuant to which the CD-ROM version of "Guide to
Clinical Trials" and "Patient Recruitment in Clinical Trials " is
being co-published by MMP and Raven Press, with expenses and
profits, if any, to be split equally between the parties. In addition,
under such agreement, the CD-ROM version of "Medical
Dictionary in Six Languages" is being published solely by MMP,
with a 15% royalty on gross sales payable to Raven Press.
In March 1995, American Eagle loaned the sum of
$135,000 to Dytex Honduras, S.A. ("Dytex"), an entity located in
Honduras which is responsible for dyeing the fabric provided by
the Company. The loan is due on demand and is payable without
interest. As consideration for the loan, Dytex has reduced the
Company's labor rate to $1.30 per pound, which is a reduction of
$.50 per pound from its normal labor rate of $1.80 per pound.
In April 1995, EVC, the principal stockholder of the
Company, issued a subordinated debenture to Euro-Atlantic
Securities, Inc., the underwriter of the Company's initial public
offering, in the principal amount of $250,000. The loan is
subordinate to all debts of the underwriter, accrues interest at the
rate of 10% per annum and the principal amount and accrued
interest is due and payable on March 31, 1998. A copy of the loan
was filed with the NASD in April 1995. On April 4, 1995 and
May 26, 1995, EVC loaned to the Underwriter $50,000 and
$75,000, respectively. The loans accrued interest at 10% per
annum and matured on the later of August 15, 1995 and the
completion by the underwriter of its first public offering in which
it acts as an underwriter. These loans were assigned to an
unaffiliated party on June 1, 1995.
On May 5, 1996, Video entered into a letter of intent to
purchase from the current stockholders of Software Affiliates, Inc.
("Software") 80% of the issued and outstanding shares of its
common stock for 150,000 shares of the Company's Common
Stock. Additionally, Video agreed to loan to Software an aggregate
of $250,000.
On June 19, 1996 and October 10, 1996, Ilan Arbel and
European American Corp., a company in which Mr. Arbel's
brother is the sole officer, director and a principal stockholder,
transferred 528,070 shares and 200,000 shares, respectively, of
Play Co. Toys & Entertainment Corp.'s ("Playco") Series E
Preferred Stock to the Company. Each share of the Series E
Preferred Stock is exercisable into 20 shares of Playco's common
stock . The transfer by Mr. Arbel was payment of the debt owed
for the Warrants purchased pursuant to his employment agreement.
In the event such shares are converted into Playco's common
stock, the Company would be a beneficial stockholder of Playco.
See "Recent Developments."
As of June 30, 1996, the Company loaned $331,136 to Ilan
Arbel, which is Payable on demand and bears no interest. As of
June 30, 1996, the Company had loaned approximately $420,000
and $400,000 to Hollywood Productionf which the $420,000
loaned to Hollywood Productions, Inc. has been repaid. The loans
bear no interest and are payable upon demand.
On October 21, 1996, the board of directors adopted
resolutions authorizing the Company subject to stockholder
approval, to terminate its ownership and relationships with
American Eagle and MMP as not profitable business investments.
In addition, the board has authorized the Company to enter into a
stock purchase agreement with U.S. Wireless Corporation ("U.S.
Wireless"), a company in which Ilan Arbel is an Officer and
beneficial principal stockholder, to exchange 3,000,000 shares of
the Companys Common Stock for the shares of Common Stock
of Mantra Technologies, Inc. ("Mantra"), owned by U.S.
Wireless, comprising 51% of the outstanding shares of Mantra. In
addition, the Company would be assigned U.S. Wireless's stock
purchase option to obtain the balance of the outstanding shares of
Mantra.
See "Recent Developments" for a discussion of the
Company's employment agreements.
FINANCIAL INFORMATION
A COPY OF THE CORPORATION'S ANNUAL
REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1996 WILL BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND WILL BE
FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS
TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN
REQUEST THEREFOR SENT TO ALLEAN GOODE,
SECRETARY, MULTIMEDIA CONCEPTS INTERNATIONAL,
INC., 448 WEST 16TH STREET, NEW YORK, NY 10011.
EACH SUCH REQUEST MUST SET FORTH A GOOD FAITH
REPRESENTATION THAT AS OF OCTOBER 28, 1996 THE
PERSON MAKING THE REQUEST WAS THE BENEFICIAL
OWNER OF COMMON SHARES OF THE CORPORATION
ENTITLED TO VOTE AT THE SPECIAL MEETING OF
STOCKHOLDERS.
III. OTHER BUSINESS
As of the date of this proxy statement, the only business
which the Board of Directors intends to present, and knows that
others will present, at the Special Meeting is that herein above set
forth. If any other matter or matters are properly brought before
the Special Meeting, or any adjournments thereof, it is the
intention of the persons named in the accompanying form of proxy
to vote the proxy on such matters in accordance with their
judgment.
By Order of the Board of Directors,
Allean Goode,
Secretary
November 7, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE AND RETURN YOUR
PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF IT IS MAILED IN THE
UNITED STATES OF AMERICA. <PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 27, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Ilan Arbel and
Sheikhar Boodram and each of them, proxies, with full power of
substitution to each, to vote all shares of Common Stock of
Multimedia Concepts International, Inc. owned by the undersigned
at the Special Meeting of Stockholders of Multimedia Concepts
International, Inc. to be held on November 27, 1996 and at any
adjournments thereof, hereby revoking any proxy heretofore given.
The undersigned instructs such proxies to vote:
1. To authorized the Corporation to sell or dispose of
its shares of common stock of American Eagle
Industries Corp.
FOR AGAINST
II. To authorize the Corporation to sell or dispose of
its shares of common stock of Multi Media
Publishing, Inc.
FOR AGAINST
and to vote upon any other business as may properly come before
the meeting or any adjournment thereof, all as described in the
Proxy Statement dated April 12, 1996, receipt of which is hereby
acknowledged.
(Continue6d and to be signed on the reverse side)<PAGE>
Either of the proxies or their respective substitutes, who
shall be present and acting shall have and may exercise all the
powers hereby granted.
THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED TO (I) AUTHORIZE THE CORPORATION TO SELL
OR DISPOSE OF ITS SHARES OF COMMON STOCK OF
AMERICAN EAGLE INDUSTRIES CORP. AND (II)
AUTHORIZE THE CORPORATION TO SELL OR DISPOSE OF
ITS SHARES OF COMMON STOCK OF MULTI MEDIA
PUBLISHING, INC., UNLESS CONTRARY INSTRUCTIONS
ARE GIVEN.
Said proxies will use their discretion with respect to any
other matters which properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS. PLEASE SIGN AND RETURN THE
PROXY IN THE ENCLOSED ENVELOPE.
Dated:___________________________, 1996
_______________________________________
_______________________________________
(Please date and sign exactly as name appears at left. For joint accounts,
each joint owner should sign, Executors, administrators, trustees, etc.,
should also so indicate when signing.)
