SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
/ / Preliminary Information Statement
/X/ Definitive Information Statement
MediaX Corporation
- ----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Nancy Poertner
- ----------------------------------------------------------------------------
(Name of Person(s) Filing Information Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / $125 per Exchange Act Rules O-11(c)(1)ii), or 14c-5(g) / / Fee computed on
table below per Exchange Act Rules 14c-5(g) and O-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:
---------------------------------------------------------------
MediaX Corporation
----------------------
INFORMATION STATEMENT
NOTICE OF WRITTEN CONSENT IN LIEU OF
ANNUAL MEETING OF SHAREHOLDERS
to be effective December 31, 1998
----------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
- -----------------------------------------------------------------------------
To Shareholders:
MediaX Corporation, a Nevada corporation (the "Company") hereby
notifies its shareholders of record that the three stockholders holding a
majority of the voting power of the Company plan to take the following action by
written consent in lieu of an annual meeting, to be effective December 31, 1998:
1. To elect three persons, namely Nancy Poertner, Rainer Poertner, and
Matthew MacLaurin, to serve as Directors of the Company for the ensuing year and
until the next annual meeting of shareholders or until their successors are duly
elected and qualified.
2. To ratify the appointment of Davis & Co., CPAs, P.C. as the
Company's independent auditors for the fiscal year ending December 31, 1998.
Only holders of common Stock of record at the close of business on
November 12, 1998, (the "Record Date") are entitled to receive this notice.
By Order of the Board of Directors
/s/ Nancy Poertner
---------------------------------------
Nancy Poertner, Director
Culver City, California
November 12, 1998
MEDIAX CORPORATION
8522 National Boulevard, Suite 110
Culver City, California 90232
ELECTION OF DIRECTORS
---------------------
(Proposal No. 1)
Nominees for Director
- ---------------------
The nominees for director are listed below. Information about each
nominee is contained in the section entitled "Directors and Executive Officers."
Name Director Since
----------------- -----------------
Nancy Poertner February 26, 1996
Rainer Poertner February 26, 1996
Matthew MacLaurin June 23, 1996
The three stockholders holding a majority of the voting power of the
Company have indicated that effective October 30, 1998 they will, by written
consent, appoint the above referenced person to serve as Directors.
The Registrant's Restated Articles of Incorporation and Bylaws provide
for a Board of Directors consisting of not less than one director, with the
exact number within this range to be determined from time to time by resolution
of the Board of Directors. The current number of directors is three. It is
proposed to reserve one Director position for the future expansion of the
company.
All directors stand for election annually. Officers are elected to a
term of one year or less, serve at the pleasure of the Board of Directors, and
are entitled only to such compensation as is fixed by the Board.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
The directors and executive officers of the Company, their ages,
positions held in the Company, and duration as such, are as follows:
NAME AGE POSITION HELD AND TENURE
Nancy Poertner 42 President, Secretary and Director
since February 23, 1996
Rainer Poertner 50 Director since February 23, 1996
Matthew MacLaurin 31 Director, Executive V.P. since
June 27, 1996
BUSINESS EXPERIENCE
The following is a brief account of the education and business
experience during at least the past five years of the Company's directors,
executive officers, and key employees, indicating the principal occupation and
employment during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.
NANCY POERTNER, PRESIDENT, SECRETARY AND DIRECTOR. Nancy Poertner has
been involved in the entertainment industry since 1979. From 1981 to December
1995, she was Vice President for a major artist management company based in Los
Angeles, where she was responsible for all aspects of artist management,
domestic and international touring, marketing, promotion and album recordings.
In addition, from 1991 to December 1995, she led the international department of
a major record label distributed through MCA, resulting in sales generating five
international gold records, five top fifteen singles and two number one
positions. Several of the entertainers she has worked with include Matthew
Broderick, Rod Stewart, Toni Braxton, Suzanne Hoffs (Bangles) and recording
artist Morrissey. As a result of her years in the business, Ms. Poertner has
extensive personal relationships throughout the domestic and international film
and recording industries. Ms. Poertner was educated overseas, graduated with a
Bachelor of Arts in Education and taught in Afghanistan and Turkey through the
Peace Corps.
RAINER POERTNER, DIRECTOR. Mr. Poertner has served as a Director of the
Company since February 23, 1996. Rainer Poertner has a twelve-year track record
of bringing new and innovative computer hardware and software technology to the
international market place. He has served as President and a Director of
Syncronys Softcorp since May 8, 1995, and as Chief Executive Officer since July
1, 1995. He co-founded Seamless Software Corporation ("Seamless") and served as
Director and as President of Seamless from its inception in May 1993 until its
merger with Syncronys Softcorp on May 8, 1995. After having held several
positions in the European and U.S. entertainment industries, he founded Hybrid
Arts, Inc., in 1986 by arranging $3 million of venture financing for ADAP - the
first Direct-to-Disk Digital Recording System. After arranging Hybrid Art's sale
in 1991, Mr. Poertner became CEO of Hydra Systems, Inc., which developed and
marketed ANDOR - a fully functional Macintosh CPU on a PC peripheral card. Hydra
Systems subsequently sold the technology and the inherent rights to a company in
Seoul, South Korea in 1992. Mr. Poertner received degrees in economics from the
University of Frankfurt in 1975 and the Klinger Business School in 1973.
Rainer Poertner and Nancy Poertner are husband and wife.
MATTHEW MACLAURIN, EXECUTIVE VICE PRESIDENT. Matthew MacLaurin's
experience stretches back to the early days of PCS when, 16 years ago, he
developed games for the Commodore Pet 2001. Later, Matthew joined Sapiens
Software to create tools for artificial intelligence engineering on the IBM PC
XT platform. He was the key engineer for the development and implementation of
Common Lisp, a computer language for the 640K DOS platform. At Apple Computer he
secured funding for, designed and led the development of the patented GATE
system, a leading-edge artificial intelligence testing system. In Apple's
Advanced Product Group, he led the development of a revolutionary pen-based
computer called Bauhaus, which incorporated handwriting recognition and an
advanced artificial intelligence memory system. In 1994, Matthew joined forces
with Gaben Chancellor to found the original MediaX.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
No persons who were either a Director, Officer or beneficial owner of
more than 10% of the Company's Common Stock, failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year.
EXECUTIVE COMPENSATION
The following table sets forth information regarding the executive
compensation for the Company's President and Executive V.P. for the years ended
December 31, 1997, 1996 and 1995 from the Company and its subsidiaries. No other
executive officer received compensation in excess of $100,000 during these
periods.
Summary Compensation Table
- ---------------------------------------------------------------------------
Name and Principal Fiscal Salary Other Annual Options
Position Year ($) Compensation ($) Granted (#)
- ---------------------- ------ ------- ---------------- ----------
Nancy Poertner 1997 158,458 6,720 N/A
President, Secretary, 1996 114,583 7,200 N/A
Director 1995 N/A N/A N/A
Matthew MacLaurin 1997 114,000 N/A N/A
Executive VP, Director 1996 23,665 N/A N/A
1995 N/A N/A N/A
EMPLOYMENT AGREEMENTS
On January 1, 1996, the Company entered into an employment agreement
with Nancy Poertner, the Company's President. The agreement expires December 31,
1999, but is automatically renewable for additional two year terms unless either
party elects to terminate the agreement. The agreement provides for a monthly
salary of $10,417 during the period from January 1, 1996 through September 30,
1996, and an annual base salary of $155,000 during the period from October 1,
1996, through September 30, 1997. The salary level increases by $30,000 for each
year thereafter. The agreement also provides that Nancy Poertner will be paid a
bonus within 30 days after the end of each quarter in amounts to be determined
by the Board of Directors. Nancy Poertner can terminate the agreement at any
time.
On June 26, 1996, the Company entered into an employment agreement with
Matthew MacLaurin, the Company's Executive Vice President. The agreement expires
June 30, 1997, but is automatically renewable for additional two year terms
unless either party elects to terminate the agreement. The agreement provides
for an annual base salary of $100,000 during the period from July 1, 1996
through June 30, 1997, and an annual base salary of $125,000 during the period
from July 1, 1997 through June 30, 1998. The salary level increases by $30,000
for each year thereafter. The agreement also provides that Matthew MacLaurin
will be paid a bonus within 30 days after the end of each quarter in amounts to
be determined by the Board of Directors. Matthew MacLaurin can terminate the
agreement at any time.
STOCK OPTION PLAN
During April 1996, the Board of Directors adopted a Stock Option Plan
(the "Plan"), and on July 3, 1996, the Corporation's shareholders approved the
Plan. The Plan authorizes the issuance of options to purchase up to 1,000,000
shares of the Company's Common Stock.
The Plan allows the Board to grant stock options from time to time to
employees, officers, directors and consultants of the Company. The Board has the
power to determine at the time that the option is granted whether the option
will be an Incentive Stock Option (an option which qualifies under Section 422
of the Internal Revenue Code of 1986) or an option which is not an Incentive
Stock Option. Vesting provisions are determined by the Board at the time options
are granted. The option price for any option will be no less than the fair
market value of the Common Stock on the date the option is granted.
Since all options granted under the Plan must have an exercise price no
less than the fair market value on the date of grant, the Company will not
record any expense upon the grant of options, regardless of whether or not they
are incentive stock options. Generally, there will be no federal income tax
consequences to the Company in connection with Incentive Stock Options granted
under the Plan. With regard to options that are not Incentive Stock Options, the
Company will ordinarily be entitled to deductions for income tax purposes of the
amount that option holders report as ordinary income upon the exercise of such
options, in the year such income is reported.
Options to purchase a total 678,164 shares at an exercise price of
$2.25 per share were granted during April 1996. No options were granted to
officers or directors of the Company during fiscal 1997.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 15, 1998, the stock
ownership of each person known by the Company to be the beneficial owner of five
percent or more of the Company's Common Stock, each Officer and Director
individually, and all Officers and Directors as a group. Each person has sole
voting and investment power over the shares except as noted.
Amount and Nature
Name and Address of Beneficial Interest Percent
of Officers and Directors of Common Stock of Class
- ------------------------------ ---------------------- ---------
Nancy Poertner 8,093,750 (1) 49%
8522 National Blvd., Suite 110
Culver City, CA 90232
Rainer Poertner 8,093,750 (1) 49%
3958 Ince Boulevard
Culver City, CA 90232
Assisi Limited Partnership 8,093,750 (1) 49%
10866 Wilshire Blvd., 15th Floor
Los Angeles, CA 90024
Mizzentop Holdings Ltd. 902,500 (2) 5.5%
4 George Street
Nassau, Bahamas
Matthew MacLaurin 956,250 5.8%
325A River Street
Santa Cruz, CA 95060
All Directors and Officers 9,050,000 (1) 54.8%
as a group (3 persons)
- ----------------------------------
(1) Assisi Limited Partnership is a Nevada Limited Partnership of which Nancy
Poertner is a General Partner and owns a 100% interest. Rainer Poertner may
be deemed to be a beneficial owner of the shares owned by Assisi Limited
Partnership by virtue of his spousal relationship to Nancy Poertner. Mr.
Poertner disclaims any beneficial interest in such shares.
(2) Mizzentop Holdings Ltd. is a Bahamas corporation in which Mr. Kevin
O'Neill, a Canadian citizen, has an indirect beneficial interest. Mizzentop
Holdings Ltd. and Mr. O'Neill, however, disclaim ownership by Mr. O'Neill
of shares in the Company.
The Company knows of no arrangement or understanding, the operation of
which may at a subsequent date result in a change of control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ACQUISITION OF ZEITGEIST, INC.
On February 24, 1996, the Company acquired all of the outstanding stock
of Zeitgeist, Inc. ("Zeitgeist"). The Company issued a total of 12,500,000
shares (approximately 95%) of its common stock to the shareholders of Zeitgeist.
The stock issuances were made pursuant to an Agreement (the
"Agreement") among the Company, Zeitgeist and the Zeitgeist shareholders. The
terms of the Agreement were the result of negotiations between the managements
of the Company and Zeitgeist. However, Mark R. Moldenhauer, the Company's
President and a Director prior to the acquisition, held a 5.6% interest in
Zeitgeist and received 700,000 shares of common stock in the transaction.
Further, the Board of Directors did not obtain any independent "fairness"
opinion or other evaluation regarding the terms of the Agreement due to the cost
of obtaining such opinions or evaluations.
The 12,500,000 shares issued to acquire Zeitgeist were issued to the
following shareholders of Zeitgeist in the amounts set forth:
NAME NUMBER OF SHARES
-------------------------- ----------------
Assisi Limited Partnership 9,475,000
Cabana Holdings Ltd. 1,162,500
Mizzentop Holdings Ltd. 1,162,500
Mark R. Moldenhauer 700,000
Total 12,500,000
ACQUISITION OF MEDIAX
On June 27, 1996, the Company completed a transaction in which MediaX,
a California corporation, was merged with and into the Company's wholly-owned
subsidiary, Zeitgeist. The Company issued a total of 2,037,500 shares of its
Common Stock to the shareholders of MediaX at the Closing, and Assisi Limited
Partnership surrendered for cancellation 2,037,500 of its shares of common
stock.
The stock issuances were made pursuant to an Agreement and Plan of
Reorganization ("Agreement") among the Company, Zeitgeist, MediaX and MediaX's
shareholders. The terms of the Agreement were the result of negotiations between
the managements of the Company and MediaX. However, the Board of Directors did
not obtain any independent "fairness" opinion or other evaluation regarding the
terms of the Agreement, due to the cost of obtaining such opinions or
evaluations.
The 2,037,500 shares issued to acquire MediaX were issued to the
following shareholders of MediaX in the amounts set forth:
NAME NUMBER OF SHARES
----------------- ----------------
Matthew MacLaurin 956,250
Gaben Chancellor 956,250
David Traub 125,000
Total 2,037,500
TRANSACTIONS INVOLVING THE COMPANY
On December 6, 1995, Zeitgeist, Inc. loaned Nancy Poertner, the
Company's President, $50,000 pursuant to an unsecured note bearing interest at
4% and with a due date of January 1, 2000. On February 25, 1996, an additional
$50,000 was loaned to Ms. Poertner on the same terms.
On February 20, 1997, the Company entered into a Disengagement
Agreement with Gaben Chancellor ("Chancellor"), a Vice President of the Company,
pursuant to which Chancellor agreed to resign as an officer of the Company and
to transfer 656,250 of his shares of the Company's common stock to Assisi
Limited Partnership. In addition, Chancellor agreed to enter into a Consulting
Agreement with the Company to act as project manager for the "Apple Project" and
to receive a monthly consulting fee of $6,000 until the completion of the
project. (The project was completed during March 1997). The Company also agreed
to pay Chancellor a one-time cash ompensation of $32,500 for his past
contributions to the Company.
On January 2, 1998, the Company engaged a firm to act as sales
representative in Canada for the Company's software. As part of the
consideration for such services, the Company granted the principal of the firm
options to purchase 25,000 shares of the Company's common stock at a exercise
price of $.87 per share. On March 31, 1998, 5,000 shares of the option are
immediately exercisable, with the remaining shares of the option vesting each
three months after at the rate of 2,500 shares per three months.
INDEPENDENT AUDITORS
--------------------
(Proposal No. 2)
The three stockholders holding a majority of the voting power of the
Company have indicated that effective October 30, 1998 they will, by written
consent, appoint Davis & Co., CPAs, P.C. as independent auditors to examine the
financial statements of the Company for the fiscal year ending December 31,
1998.
Davis & Co., CPAs, P.C. has audited the Company's financial statements
for the several years. Board Recommendation
OTHER MATTERS
-------------
While under Nevada law the stockholders holding a majority of the
voting power of the Company can take action by written consent without a
meeting, the Board of Directors has no knowledge of any matters to be taken
other than those referred to above.
FINANCIAL AND OTHER INFORMATION
-------------------------------
Enclosed with this information statement is a copy of the Company's
annual report to the Securities and Exchange Commision on Form 10-K for the
fiscal year ended December 31, 1997 and the Company's Form 10-Qs for the periods
ended March 31, 1998 and June 30, 1998.
By Order of the Board of Directors
/s/ Nancy Poertner
---------------------------------------
Nancy Poertner
President and Director
of the Company
November 12, 1998