SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __________)
Filed by the Registrant [x]
Filed by a Party other than the Registrant
Check the appropriate box:
[x] Preliminary Proxy Statement Confidential, for
Use of the Commission Only (as
permitted by
Rule 14a-6(e) (2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Creative Technologies Corp.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rule 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or registration Statement No.:
(3) Filing Party:
(4) Date Filed:
CREATIVE TECHNOLOGIES CORP.
170 53rd Street
Brooklyn, New York 11232
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held on January 10, 1996
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The Special Meeting of Shareholders (the `Special Meeting')
of Creative Technologies Corp., a New York corporation (the
`Company'), will be held on January 10, 1996 at 10 a.m., at the
office of the Company, 170 53rd Street, Brooklyn, New York 11232,
for the following purposes:
1. To ratify and approve the issuance by the Company of up
to 4,000,000 shares of the Company's Common Stock to investors in
a proposed private placement which will result in the issuance of
more than 20% of the Company's currently outstanding Common Stock
at a price less than the greater of the book or market value of
the stock.
2. To consider and act upon such other matters as may
properly come before this Special Meeting.
All shareholders are cordially invited to attend. Only
shareholders of record at the close of business on December 12,
1995 will be entitled to vote at the Special Meeting or any
adjournment thereof.
By Order of the Board of
Directors,
David Selengut
Secretary
December 26, 1995
CREATIVE TECHNOLOGIES CORP.
170 53rd Street
Brooklyn, New York 11232
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PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
to be held on January 10, 1996
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INTRODUCTION
General
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Creative Technologies
Corp., a New York corporation (the `Company'), of proxies for use
at the special meeting of shareholders (`Special Meeting') of the
Company to be held at the offices of the Company, 170 53rd
Street, Brooklyn, New York 11232, on Wednesday, January 10, 1996
at 10 a.m., local time, and at any adjournment thereof. This
Proxy Statement was first mailed to shareholders of the Company
on or about December 26, 1995.
At the Special Meeting, the Company's shareholders will (i)
vote to ratify and approve the proposal for the Company to raise
up to $4,000,000 through the issuance of shares of the Company's
Common Stock to investors in a proposed private placement (the
`Investment Transaction') which will result in the potential
issuance of more than 20% of the Company's currently outstanding
Common Stock for less than the greater of book or market value of
the stock. The shareholders may also conduct such other further
business as may properly come before the Special Meeting or any
adjournment thereof.
The Board of Directors believes that the approval of the
Investment Transaction is necessary to enable to Company to have
sufficient working capital for its operations and to allow it to
obtain a line of credit on terms acceptable to the Company.
Record Date; Proxies
The Board of Directors of the Company has fixed the close of
business on December 12, 1995 as the record date (the `Record
Date') for determining holders of Common Stock entitled to notice
of and to vote at the Special Meeting. Only holders of record of
the Common Stock at the close of business on such date will be
entitled to vote at the Special Meeting or at any adjournment
thereof. At such date, there were issued and outstanding [
] shares of Common Stock, each of which is entitled to one vote
on each matter presented at the Special Meeting.
Each shareholder of the Company is requested to complete,
sign, date and return the enclosed proxy without delay in order
to ensure that the shares owned by such shareholder are voted at
the Special Meeting. Any shareholder may revoke a proxy at any
time before it is voted by: (i) delivering a written notice to
the Secretary of the Company, at the address of the Company set
forth above, stating that the proxy is revoked; (ii) executing a
subsequent proxy and delivering it to the Secretary of the
Company; or (iii) attending the Special Meeting and voting in
person. Each properly executed proxy returned will be voted as
directed. In addition, if no directions are given or indicated,
the persons named in the accompanying proxy intend to vote
proxies in favor of the proposal to ratify and approve the
proposed private placement.
Required Vote
The holders of a majority of the outstanding shares of
Common Stock on the Record Date are necessary to constitute a
quorum at the Special Meeting. The affirmative vote of the
holders of a majority of the shares of Common stock present at
the Special Meeting and voting is required to ratify and approve
the Investment Transaction. Accordingly, votes `withheld' will
not count against the ratification of the Investment Transaction.
Brokers do not have discretionary authority to vote on the
proposal to approve the Investment Transaction.
Other Action at Special Meeting
The Company does not know of any other matters to be
presented at the Special Meeting. If any additional matters
should be properly presented, proxies will be voted in accordance
with the judgment of the proxy holders.
Cost of solicitation
The Company will bear the cost of soliciting proxies.
Directors, officers and employees of the Company may solicit
proxies personally or by telephone, telegram or mail. Such
directors, officers and employees will not be additionally
compensated for such solicitation but may be reimbursed for
reasonable out-of-pocket expenses incurred in connection
therewith. Arrangements will also be made with brokerage houses
and other custodians, nominees and fiduciaries for the forwarding
of proxy material to the beneficial owners of the Common Stock
held of record by such persons and the Company will, upon
request, reimburse such custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred in connection
therewith.
APPROVAL OF INVESTMENT TRANSACTION
The Board of Directors of the Company proposed the issuance
by the Company of up to 4,000,000 shares of Common Stock in a
private placement at $1.00 per share. 1,000,000 shares shall be
offered on a "best efforts all-or-none" basis and the remaining
3,000,000 shares shall be offered on a "best efforts" basis. The
investment Transaction will be offered to a limited number of
accredited investors (`Investors') pursuant to the exemption from
registration afforded by Regulation D under the Securities act of
1933, as amended (the `Securities Act'). The Board of Directors
shall have the authority to decrease the offering price per share
if it shall determine that the lower offering price is necessary
to consummate the Investment Transaction.
The Board of Directors has unanimously approved the
Investment Transaction. The Investment Transaction is subject to
the approval of the shareholders of the Company in order to
comply with certain rules of the Nasdaq Stock Market. Section
6(i)(1)(d)(ii) of Schedule D of the Nasdaq rules requires that,
prior to issuing shares of a listed class such as the Common
Stock of the Company, of 20% or more of the then outstanding
Common Stock in a private placement for less than the greater of
book or market value of the stock, the Company must obtain
approval of the proposed issuance by a majority of the votes cast
at the Special Meeting. The consummation of the Investment
Transaction would result in the issuance of more than 20% of the
outstanding Common Stock of the Company and therefore, approval
by the shareholders of the Company of the Investment Transaction
is requested at the Special Meeting.
Background of Investment Transaction
Due primarily to a decrease in sales for the nine months
ended September 30, 1995, attributable to the retail softness in
demand and the reduction in the unit selling price of the
Company's pasta machines caused by the large supply of
competitive machines available on the market and also to an
inability to meet demand for sales of the Grill Express because
of a shortage of merchandise caused by production delays by one
of the Company's major suppliers, who has since been replaced,
the Company suffered a net loss of $2,414,000 for the nine months
ended September 30, 1995 compared to a gain of $2,208,000 in the
same period in 1994.
On April 19, 1995, the Company obtained a one year credit
total amount of up to $15,000,000, consisting of a term loan of
$1,000,000 and revolving credit facility of up to $15,000,000
less the outstanding amount of the term loan. The revolving
credit facility is limited to advance rates against available
Eligible Accounts and Eligible Inventory (as defined in the
agreement). The Company pays interest on the Term Loan and on
the outstanding revolving credit loans at the rate of 1.25% over
the prime rate of the Shawmut Bank Connecticut, N.A. The loan
agreement with Shawmut requires the Company to maintain certain
levels of profitability, working capital, tangible net worth, net
cash flow and interest coverage ratio and places certain other
restrictions on the Company. At September 30, 1995, the Company
was in default of certain of these covenants.
The Company and Shawmut entered into a Post Default
Agreement, effective November 1, 1995, in which Shawmut agreed to
continue to extend financing to the Company and to forebear from
accelerating the loans until December 31, 1995, to limit loans
available under the credit facility to $5,500,000 and to slightly
reduce the advance rates against Eligible Accounts. In addition,
the Company was required to provide Shawmut with evidence that it
has received a minimum of $500,000 in cash or immediately
available funds in the form of an equity contribution on or prior
to November 15, 1995 and an additional $500,000 on or prior to
November 30, 1995. The Company is presently in discussions with
various lending institutions seeking replacement financing. If
the Company is unable to restructure the terms of the credit
facility with Shawmut or obtain replacement financing from
another bank or privately raise the funds, the Company may be
unable to meet its payment obligations.
During the period from September through November, 1995 the
Company consummated a private placement pursuant to which the
Company raised $830,000 through the sale of Common Stock of the
Company for $1.00 per share. Sales in the private placement were
made by officers of the Company and no commissions were paid for
the sale of such stock.
The Board of Directors of the Company has determined that it
would be in the best interest of the Company to raise up to an
additional $4,000,000 in a private placement in order to reduce
dependence on bank financing, which may not be available, and if
available, is expensive and requires the Company to adhere to
strict restrictions. Furthermore, the Company believes that an
infusion of equity capital would allow the Company more
flexibility in negotiating credit facilities with banks and
furthermore, the Company may be able to obtain better terms and
attract interest from more banking institutions. No guarantee
can be given, however, that the Company will be able to replace
its current credit facility with Shawmut with another banking
institution, or at all, or that Shawmut will continue to forebear
on accelerating the loan after December 31, 1995. The proceeds
of the proposed offering will be used for working capital
purposes and to repay indebtedness, if necessary. The Company
also believes that it may be able to reduce the costs of
obtaining and importing inventory if it has the additional
working capital.
Terms of Proposed Offering:
The Board of Directors have approved, subject to
shareholder approval, the offering of 1,000,000 shares of Common
Stock on a "best efforts, all-or-none basis" and the remaining
3,000,000 shares of Common Stock on a "best efforts basis". The
purchase price will be $1.00 per share. After the minimum number
of shares is sold (1,000,000), an interim closing may be held and
the offering will continue until the earlier of the sale of all
of the shares offered in the proposed private placement or May
, 1996, unless extended by the Company for an additional 60 days
(the "Offering Period"). It is anticipated that the offering
will be made only to accredited investors. The Board of Directors
shall have the authority to decrease the offering price per share
if it shall determine that the lower offering price is necessary
to consummate the Investment Transaction.
Description of Common Stock
The holders of Common Stock are entitled to one vote per
share on all matters to be voted upon by stockholders and are
entitled to receive such dividends, if any, as may be declared,
from time-to-time, by the Board of Directors from funds legally
available therefore, subject to the dividend preferences of the
Preferred Stock, if any. Upon liquidation or dissolution of the
Company, the holders of Common Stock are entitled to share
ratably in all assets available for distribution after payment of
liabilities and liquidation preferences of the Preferred Stock,
if any. Holders of Common Stock have no preemptive rights,
no cumulative voting rights and no rights to convert their
Common Stock into any other securities. The shares of Common
Stock to be outstanding upon the completion of the proposed
offering will be fully paid and non-assessable.
Pro Forma Balance Sheet upon Occurrence of the Investment
Transaction
The following is a brief summary of the pro forma effects on
the Company's balance sheet at September 30, 1995 (unaudited) of
the Investment Transaction, assuming the sale of a minimum of
1,000,000 shares and a maximum of 4,000,000 shares at $1.00 per
share. If the Company is unable to sell a minimum of 1,000,000
shares before the termination of the Offering Period, the Company
will refund to all investors all amounts invested in the proposed
offering.
Pro Forma Effect of Investment Transaction as at September
30, 1995
(in Thousands)
Actual Pro Forma Pro Forma
-------- ------------ ------------------
(Minimum Offering) (Maximum Offering)
Assets
Total Current Assets $10,841 $11,841 $14,841
Total Assets 13,594 14,594 17,594
Liabilities
Total Current Liabilities 9,303 9,303 9,303
Total Debt 9,303 9,303 9,303
Stockholders' Equity 4,291 5,291 8,291
MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is traded in the over-the-
counter market on the National Market System of the National
Association of Securities Dealers Automatic Quotation System
("NASDAQ"). The following table sets forth the range of high and
low bid prices of the Company's Common Stock as quoted by NASDAQ.
These quotations represent prices between dealers in securities,
do not include retail mark-ups, mark-downs or commissions and do
not necessarily represent actual transactions.
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
December 31, 1993 December 31, 1994 December 31, 1995
High BidLow BidHigh Bid Low BidHigh Bid Low
Bid
COMMON STOCK (CRTV)
First Quarter 71/8 4 3/87 1/4 5 1/2 5 3
Second Quarter6 15/16 4 1/4 5 7/83 3/4 4 5/8 2 1/4
Third Quarter6 5/8 3 3/46 5/8 4 3 3/16 2 1/2
Fourth Quarter7 1/8 5 3/46 1/2 4 1/2
__________________
The closing bid price of the Common Stock on December 15,
1995 was 1 3/8.
At December 15, 1995, there were in excess of 1,000
Shareholders. Holders of Common Stock are entitled to dividends
when, as, and if declared by the Board of Directors out of funds
legally available therefore. The Company has not paid any cash
dividends on its Common Stock and, for the immediate future,
intends to retain earnings, if any, to finance its business.
By Order of the Board of
Directors,
David Selengut
Secretary
Dated: December 15, 1995
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
A copy of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 filed with the Securities
and Exchange Commission may be obtained without charge (except
for exhibits to such annual report, which will be furnished upon
payment of the Company's reasonable expenses in furnishing such
exhibits) by any such person solicited hereunder by writing to:
Henry Lam, Creative Technologies Corp., 170 53rd Street,
Brooklyn, New York 11232.
Appendix 2
[FORM 10-QSB FOR SEPTEMBER 30, 1995 QUARTER TO BE SUPPLIED WITH
DEFINITIVE FILING]
PROXY
This Proxy is Solicited
on behalf of the Board of Directors
CREATIVE TECHNOLOGIES CORP.
170 53RD STREET
BROOKLYN, NEW YORK 11232
The Undersigned hereby appoints David Selengut and Henry Lam as
Proxies, each with the power to appoint his or her substitute,
and hereby authorizes them to represent and to vote, as
designated below, all the Shares of the Common Stock of Creative
Technologies Corp. held of record by the undersigned on December
12, 1995 at the Special meeting of Shareholders to be held on
January 10, 1996 or any adjournment thereof.
1. Proposal to ratify and approve the issuance by the
Company of up to 4,000,000 shares of Common Stock of the Company
in a proposed Private Placement which will result in the issuance
of more than 20% of the Company's Common Stock for less than the
market value of the stock.
FOR _____ AGAINS_____ ABSTAIN______
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction
is made, this proxy will be voted for Proposal 1.
Please sign exactly as name appears below. When Shares
are held by joint tenants, both should sign.
Signature
Signature if held jointly
When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation,
please sign full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.