MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
1410 Broadway, Suite 1602
New York, New York 10018
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To
Be Held on November 10, 1998
To the Shareholders of MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of Multimedia
Concepts International, Inc. (the ?Company?) will be held at the offices of
Klarman & Associates at 14 East 60th Street, Suite 402, New York, New York, on
November 10, 1998, at 11:00 a.m. EST, for the following purposes:
1. To elect three (3) Directors to the Company's Board of Directors to hold
office for a period of one year or until their successors are duly elected and
qualified; and
2. To transact such other business as properly may be brought before the
meeting or any adjournment thereof.
The close of business on September 28, 1998 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 automatically will be
revoked if you execute the accompanying proxy or if you notify the Secretary of
the Company, in writing, prior to the Annual Meeting of Shareholders.
By order of the Board of Directors
Allean Goode, Secretary
Dated: October 21, 1998
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.
<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
1410 Broadway, Suite 1602
New York, New York 10018
PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on November 10, 1998
This proxy statement and the accompanying form of proxy were mailed on
October 21, 1998 to the stockholders of record (as of September 28, 1998) of
Multimedia Concepts International, Inc. (the ?Company?), a Delaware corporation,
in connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting to be held on November 10, 1998 and at any
adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
Shares of the Company'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 FOR the
proposal to elect three (3) Directors to the Company's Board of Directors to
hold office for a period of one year or until their successors are duly elected
and qualified.
Any such proxy may be revoked at any time before it is voted. A
stockholder may revoke this proxy (i) by notifying the Secretary of the Company,
either in writing prior to the Annual Meeting or in person at the Annual
Meeting; (ii) by submitting a proxy bearing a later date; or (iii) by voting in
person at the Annual Meeting. An affirmative vote of a plurality of the shares
of Common Stock present in person or represented by proxy at the Annual Meeting
and entitled to vote thereon is required to elect the Directors. A stockholder
voting through a proxy who abstains with respect to the election of Directors is
considered to be present and entitled to vote on the election of Directors at
the meeting, and his abstention is, in effect, a negative vote; however, a
stockholder (including a broker) who does not give authority to a proxy to vote
or who withholds authority to vote on the election of Directors shall not be
considered present and entitled to vote on the election of Directors. 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 his abstention is, in effect, a negative vote;
however, a stockholder (including a broker) who does not give authority to a
proxy to vote or who withholds authority to vote on any such matter shall not be
considered present and entitled to vote thereon.
The Company 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 Common Stock held
of record by such persons, and the Company may reimburse same for reasonable
out-of-pocket expenses incurred by same in so doing.
The Report on Form 10-KSB for the six month transitional period ended
March 31, 1998, including audited financial statements, and the quarterly report
on Form 10-QSB for the quarter ended June 30, 1998, including unaudited
financial statements, accompany this proxy statement. The principal executive
offices of the Company are located at 1410 Broadway, Suite 1602 New York, New
York 10018; the Company's telephone number is (212) 391-1111.
Change in Year End
On May 13, 1998, the Company?s Board of Directors voted to change the
end of the Company?s fiscal year from September 30 to March 31, and a Form
10-KSB was filed for the transition period ending March 31, 1998.
<PAGE>
Independent Public Accountants
On May 14, 1997, the Company and Lazar, Levine & Company LLP ("LL&C")
mutually agreed that LL&C would no longer be the Company?s auditors. The change
in auditors was not due to any discrepancies or disagreements between the
Company and LL&C on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. There were no
disagreements during the two fiscal years ended September 30, 1996 and through
the date of resignation, May 14, 1997. LL&C?s reports on the Company?s financial
statements for the two years ended September 30, 1996 and 1995 contained an
explanatory paragraph addressing the Company's ability to continue as a going
concern.
On July 1, 1997, the Board of Directors of the Company authorized the
Company?s Executive Officers to engage Jerome Rosenberg, C.P.A., P.C. as the
Company?s new auditing firm for the year then ending September 30, 1997. Prior
to engaging Jerome Rosenberg, CPA, P.C. such accounting firm was not consulted
on any matters relative to the application of accounting principles on specified
transactions or in any matter that was the subject of a disagreement with the
prior accountants. The change in accountants was not due to any discrepancies or
disagreements between the Company and LL&C on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
Representatives from Jerome Rosenberg, C.P.A., P.C. are not expected to
appear at the Annual Meeting; however, they will have the opportunity to make a
statement if they desire to do so, and they are expected to be available by
telephone to respond to appropriate questions.
Certain Reports
No person (?a Reporting Person?) who, during the new fiscal year ended
March 31, 1998, was a Director, Officer, or beneficial owner of more than ten
percent of the Company's Common Stock [which is the only class of securities of
the Company registered under Section 12 of the Securities Exchange Act of 1934
(the ?Exchange Act?)], failed to file on a timely basis reports required by
Section 16 of the Exchange Act during the most recent fiscal year or prior
years, except that U.S. Stores Corp. has not filed a Form 3 for its purchase of
shares of the Company. U.S. Stores Corp., has agreed to file a Form 3 as soon as
practicable. The foregoing is based solely upon a review by the Company of (i)
Forms 3 and 4 filed during the most recent fiscal year by the Company in
accordance with Rule 16a-3 under the Exchange Act; and (ii) any representation
received by the Company from any reporting person that no Form 5 is required,
except as otherwise described herein.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Company?s Common
Stock, par value $.001 per share. 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 the stockholders. The close of business on September 28, 1998 has
been fixed as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting and any adjournment thereof. At that
date, 3,005,000 shares of Common Stock were outstanding. Voting of the shares of
Common Stock is on a non-cumulative basis. The following table sets forth
information as of September 28, 1998 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 Exchange Act) 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.
<PAGE>
<TABLE>
<CAPTION>
Number of Percent of
Name Shares (1) Class (1)(2)(3)
- - ---- ---------- ---------------
<S> <C> <C> <C> <C>
American Telecom, PLC (4)(5)(6) 1,868,000 62.2%
c/o Multimedia Concepts International, Inc.
1410 Broadway, Suite 1602
New York, New York 10018
U.S. Stores Corp. (4)(5)(6) 1,868,000 62.2%
c/o Multimedia Concepts International, Inc.
1410 Broadway, Suite 1602
New York, New York 10018
Ilan Arbel (5)(6) -- --
c/o Multimedia Concepts International, Inc.
1410 Broadway, Suite 1602
New York, New York 10018
Yair Arbel (5)(6) -- --
c/o Multimedia Concepts International, Inc.
1410 Broadway, Suite 1602
New York, New York 10018
Rivka Arbel (5)(6) -- --
c/o Multimedia Concepts International, Inc.
1410 Broadway, Suite 1602
New York, New York 10018
Officers and Directors -- --
(4 as a Group) (5)(6)
</TABLE>
(footnotes from previous page)
(1) Unless otherwise noted, all shares shown are held by individuals or
entities possessing sole voting and investment power with respect to such
shares. Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them within 60 days, whether by the exercise of
options or warrants, are deemed outstanding in determining the number of shares
beneficially owned by such person or group.
(2) The ?Percent of Outstanding Shares Owned? is calculated by dividing the
?Number of Shares Beneficially Owned? by the sum of (i) the total outstanding
shares of Common Stock of the Company and (ii) the number of shares of Common
Stock that such person has the right to acquire within 60 days, whether by
exercise of options or warrants. The ?Percent of Outstanding Shares Owned? does
not reflect shares beneficially owned by virtue of the right of any person,
other than the person named (and affiliates of such person), to acquire them
within 60 days, whether by exercise of options or warrants.
(3) Does not give effect to 150,000 shares of Common Stock reserved for
issuance under the Company's 1995 Senior Management Incentive Plan.
(4) U.S. Stores Corp. ("U.S. Stores") is a wholly owned subsidiary of
American Telecom, PLC, a publicly traded company in Great Britain.
(5) In January 1998, U.S. Stores acquired control of a majority of the
outstanding shares of the Company, of which (i) 403,000 shares were acquired
through purchases in the public market (ii) 1,339,000 shares were acquired from
European Ventures Corp. (?EVC?), a company of which Ilan Arbel is president and
a director, in a private sale; and (iii) 100,000 shares were acquired from
another shareholder in a private transaction. In February 1998, American Telecom
Corporation ("ATC") acquired 100% of the outstanding common shares of U.S.
Stores. In April 1998, ATC exchanged all its outstanding common shares and all
outstanding shares of its wholly owned subsidiary, U.S. Stores, with American
Telecom, PLC, a publicly traded company in Great Britain. After this
transaction, (i) both ATC and U.S. Stores became wholly owned subsidiaries of
American Telecom, PLC; and (ii) American Telecom, PLC effectively obtained
beneficial control of the Company and its subsidiaries.
<PAGE>
(6) Yair Arbel and Ilan Arbel are brothers and Rivka Arbel is the wife of
Yair Arbel. Though it can be expected any 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.
It is expected that the following will be considered at the meeting and
that action will be taken thereon:
I. ELECTION OF DIRECTORS
The Board of Directors currently consists of three members elected for
a term of one year or until their successors are duly elected and qualified.
An affirmative vote of a plurality of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting and entitled to
vote thereon is required to elect the Directors. All proxies received by the
Board of Directors will be voted for the election as Directors of the nominees
listed below if no direction to the contrary is given. In the event any nominee
is unable to serve, the proxy solicited hereby may be voted, in the discretion
of the proxy, for the election of another person in his stead. The Board of
Directors knows of no reason to anticipate this will occur.
The following table sets forth, as of September 28, 1998, the three
nominees for election as Directors of the Company:
<TABLE>
<CAPTION>
Position with Company; Director
Name Principal Occupation and Age Since
<S> <C> <C>
Ilan Arbel President and Director, 44 1994
Rivka Arbel Vice President and Director, 45 1995
Yair Arbel Director, 49 1995
</TABLE>
The Directors of the Company are elected annually by its stockholders, and
the Officers of the Company are appointed annually by its Board of Directors.
Vacancies on the Board of Directors may be filled by the remaining Directors.
Each current Director and Officer will hold office until the next annual meeting
of stockholders or until his successor is elected and qualified.
Ilan Arbel was the President, Secretary, and a Director of the Company from
inception until June 12, 1995 upon the election of Sheikhar Boodram. Mr. Arbel
was re-elected as President of the Company in May 1996. In August 1995, Mr.
Arbel was re-elected as a Director of the Company. Since 1997, Mr. Arbel has
been the President and a Director of U.S. Apparel Corp. (a wholly-owned
subsidiary of the Company). Mr. Arbel was the President, Chief Executive
Officer, and a Director of American Toys, Inc. from inception until July 1996.
From May 1993 to April 1997, Mr. Arbel was a Director of Play Co. Toys &
Entertainment Corp. (?Play Co.?). From June 1994 until his resignation in April
1997, he was the Chairman of the Board of Play Co. Since 1991, Mr. Arbel has
been President, Chief Executive Officer, and a Director of United Textiles &
Toys Corp. (?UTTC?), a majority owned subsidiary of the Company. Mr. Arbel is a
graduate of the University Bar Ilan in Israel, with B.A. degrees in Economics,
Business, and Finance.
In May 1998, Mr. Arbel and Europe American Capital Corporation (a British
Virgin Islands company with which Mr. Arbel is affiliated), without admitting or
denying allegations made by the Securities and Exchange Commission (the
?Commission?) in connection with a 1993 stock transaction, consented to (i)
permanent injunctions against violating Sections 5(a) and 5(c) of the Securities
Act of 1993 (the ?Act?) and Sections 13(d) and 16(a) of the Exchange Act and
Rules 13d-1, 16a-2, and 16a-3 thereunder; and (ii) a joint and several
disgorgement obligation of $218,118 plus prejudgment interest. In addition, Mr.
Arbel consented to pay a penalty of $100,000 pursuant to Sections 20(d) of the
Act and 21(d)(3) of the Exchange Act.
<PAGE>
Rivka Arbel has been a Director of the Company since June 12, 1995. She was
elected Vice President of the Company in May 1996, and in October 1996, she
resigned as an officer of the Company. Ms. Arbel was re-elected as Vice
President in May 1997. Since 1992, Ms. Arbel has been a director of UTTC. Since
1997, Ms. Arbel has been a Director of U.S. Apparel Corp. Since 1986, Ms. Arbel
has been President and a Director of Amigal, Ltd., a producer of men's and
women's wear in Israel. Ms. Arbel is the wife of Yair Arbel.
Yair Arbel has been a Director of the Company since June 12, 1995. Since
1997, Mr. Arbel has been a Director of U.S. Apparel Corp. Mr. Arbel is currently
employed by Israeli Aircraft Industries where he has been employed since 1980.
Yair Arbel is the husband of Rivka Arbel and the brother of Ilan Arbel (the
President and Director of the Company).
The Company has agreed to indemnify its Officers and Directors with respect
to certain liabilities including liabilities which may arise under the
Securities Act of 1933. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to Directors, Officers, and controlling
persons of the Company pursuant to any charter, provision, by-law, contract,
arrangement, statute, or otherwise, the Company has been advised that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a Director, Officer, or
controlling person of the Company in the successful defense of any such action,
suit, or proceeding) is asserted by such Director, Officer, or controlling
person of the Company in connection with the Securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act. The Company will be governed by the final adjudication of
such issue.
Board Meetings, Committees, and Compensation
During the six month transition period ended March 31, 1998, no meetings of
the Board of Directors were held; rather, actions were taken on three (3)
occasions by unanimous written consent of the Board of Directors, which consent
was obtained in lieu of meetings. The Company does not pay its Directors for
attendance at Board of Directors meetings or committee meetings.
The Board of Directors recommends that you vote "FOR" the nominees for
Directors.
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following provides certain information concerning all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded
to, earned by, paid by the Company during the years ended September 30, 1998,
1997, and 1996 to each of the named executive officers of the Company.
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
(a) (b) (c) (d) (e) (g)
Securities
Name and Principal Other Annual Underlying
Position Year Salary($) Bonus($)(1) Compensation($) Options/ SARs(#)
<S> <C> <C> <C> <C> <C>
Ilan Arbel(1) 1998 - - - -
Chief Executive Officer 1997 - - - -
of the Company 1996 - - - 2,900,000 (2)
</TABLE>
(footnotes from previous page)
Mr. Arbel does not receive any cash compensation as an officer of the
Company. Mr. Arbel entered into an employment agreement with the Company in May
1996. See "-Employment Agreements." See "-Employment Agreements.?
Employment Agreements
On April 4, 1996, the Board of Directors authorized the Company to
enter into a compensation agreement with Ilan Arbel. Pursuant thereto, the
Company 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 commencing in May 1996.
As of May 15, 1996, the Company entered into an employment agreement
with Ilan 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 agreed to increase the option price to purchase the
Warrants to $1.90 per Warrant, whereby Mr. Arbel owed the Company $7,250,000,
which was payable either in cash, or other securities. The term securities was
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 could be exchanged to
reduce the debt was 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. Mr.
Arbel, through affiliates has transferred to the Company an aggregate of 803,070
shares of Play Co. Series E Preferred Stock, each of which is convertible at any
time into six shares of Play Co.?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 were 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 agreed that such
price was too low and decided to increase the price to $2.50 per Warrant, which
was to 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 provided that no other
compensation or remuneration be paid to Mrs. Arbel during its term. In August
1996, this agreement was terminated and the 600,000 Warrants returned to the
Company?s treasury unexercised.
<PAGE>
1995 Senior Management Incentive Plan
In June 1995, the Board of Directors adopted the Senior Management
Incentive Plan (the "Management Plan"), which was adopted by stockholder
consent. The Management Plan provides for the issuance of up to 150,000 shares
of the Company's Common Stock in connection with the issuance of stock options
and other stock purchase rights to executive officers and other key employees.
The Management Plan was adopted to provide the Board of Directors with
sufficient flexibility regarding the forms of incentive compensation which the
Company will have at its disposal in rewarding executive officers and directors
who are also employees of the Company, or a subsidiary or the Company, who
render significant services to the Company or one of its subsidiaries. To enable
the Company to attract and retain qualified personnel without unnecessarily
depleting the Company's cash reserves, the Board of Directors intends to offer
key personnel equity ownership in the Company through the grant of stock options
and other rights pursuant to the Management Plan. The Management Plan is
designed to augment the Company's existing compensation programs and is intended
to enable the Company to offer executive officers and directors who are also
employees of the Company a personal interest in the Company's growth and success
through awards of either shares of Common Stock or rights to acquire shares of
Common Stock.
The Management Plan is intended to help the Company attract and retain
key executive management personnel whose performance is expected to have a
substantial impact on the Company's long-term profit and growth potential by
encouraging and assisting those persons to acquire equity in the Company. It is
contemplated that only those executive management employees (generally the
Chairman of the Board, Vice-Chairman, Chief Executive Officer, Chief Operating
Officer, President, and Vice Presidents of the Company) who perform services of
special importance to the Company will be eligible to participate under the
Management Plan. The Company does not presently have any intention to hire any
additional management employees and has not engaged in any solicitations or
negotiations with respect to the hiring of any management employees. As of the
date of this Prospectus, the Company's sole officers are Ilan Arbel, Rivka
Arbel, and Allean Goode, and its directors also includes Yair Arbel. A total of
150,000 shares of Common Stock will be reserved for issuance under the
Management Plan. It is anticipated that awards made under the Management Plan
will be subject to three-year vesting periods, although the vesting periods are
subject to the discretion of the Board of Directors. In December 1995, the
Company granted an option to purchase 75,000 shares at $8.75 per share to Howard
Wertheim, D.M.D., who was the President and sole director of Multi Media
Publishing, Inc., a former subsidiary of the Company. This option has been
terminated by the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From October 1995 to September 1997, the Company loaned an aggregate of
$1,276,235 to UTTC, $1,000,000 of which was converted into equity in the
Company. On December 1, 1997, the Company received 3,571,429 shares of UTTC's
common stock from UTTC as payment for $1,000,000 owed to the Company by UTTC.
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 Industries Corp. and Multi Media Publishing,
Inc. as non-profitable business investments. These resolutions were adopted by
the Company?s shareholders in December 1996.
On January 2, 1998, the Company was issued 3,571,429 shares of common stock
of UTTC, a company of which Mr. Arbel is President, Chief Executive Officer, and
a Director, at a price of $.28 per share, as payment for $1,000,000 loaned by
the Company to UTTC. As a result of the transaction, the Company owns 78.5% of
the outstanding shares of common stock of UTTC, effectively making UTTC a
subsidiary of the Company. Because UTTC owns approximately 59% of the
outstanding shares of common stock of Play Co., the Company and its management
obtained beneficial voting control of Play Co.
On January 20, 1998, U.S. Stores, a company which was incorporated on
November 10, 1997 acquired 1,465,000 shares of the Company?s Common Stock,
1,339,000 of which shares were acquired from EVC, a company of which Mr. Arbel
is president and a director, in a private sale. After this transaction, U.S.
Stores held an aggregate of 1,868,000 shares (or 62.2%) of the Company?s Common
Stock outstanding, effectively making the Company a subsidiary of U.S. Stores.
<PAGE>
On February 28, 1998, American Telecom Corporation ("ATC ") acquired 100%
of the outstanding common shares of U.S. Stores. In April 1998, ATC exchanged
all its outstanding common shares and all outstanding shares of its wholly owned
subsidiary, U.S. Stores, with American Telecom, PLC, a publicly traded company
in Great Britain. After this transaction, both ATC and U.S. Stores became wholly
owned subsidiaries of American Telecom, PLC, and American Telecom, PLC
effectively obtained beneficial voting control of the Company and its
subsidiaries.
See ?Executive Compensation? for the terms and conditions of the employment
of the Company?s Executive Officers.
FINANCIAL INFORMATION
A Copy of the Company's Annual Report on Form 10-KSB for the six month
transition period ended March 31, 1998 and quarter ended June 30, 1998 shall be
furnished without the accompanying exhibits to stockholders, without charge,
upon written request therefor sent to Allean Goode, Secretary, Multimedia
Concepts International, Inc, 1410 Broadway, Suite 1602, New York, New York
10018.
II. 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 Annual
Meeting is that herein set forth. If any other matter is properly brought before
the Annual 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
October 21, 1998
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.
