SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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MediaX Corporation
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(Name of Registrant as Specified In Its Charter)
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MediaX Corporation
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INFORMATION STATEMENT
NOTICE OF WRITTEN CONSENT IN LIEU OF
ANNUAL MEETING OF SHAREHOLDERS
to be effective September 10, 1999
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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To Shareholders:
MediaX Corporation, a Nevada corporation (the "Company") hereby
notifies its shareholders of record that 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 September 10, 1999:
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, 1999.
3. To approve an increase in the number of authorized $.0001 par value
common shares to 25,000,000 from the current 7,500,000.
4. To approve and ratify the 1998 Amendment to the 1996 Stock Option
Plan that increased the number of shares of common stock available to the Plan
to 500,000 shares of $.0001 par value common stock.
Only holders of common Stock of record at the close of business on
August 9, 1999, (the "Record Date") are entitled to receive this notice.
By Order of the Board of Directors
Nancy Poertner
Director
Culver City, California
August 13, 1999
MEDIAX CORPORATION
8522 National Boulevard, Suite 110
Culver City, California 90232
ELECTION OF DIRECTORS
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(Proposal No. 1)
Nominees for Director
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The nominees for director are listed below. Information about each nominee is
contained in the section entitled "Directors and Executive Officers."
Name Director Since
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Nancy Poertner February 26, 1996
Rainer Poertner February 26, 1996
Matthew MacLaurin June 23, 1996
Stockholders holding a majority of the voting power of the Company have
indicated that effective September 10, 1999 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 43 President, Secretary and Director since
February 23, 1996
Rainer Poertner 51 Director since February 23, 1996
Matthew MacLaurin 32 Director, Executive V.P. since June 27, 1996
Jacqueline Cabellon 37 Controller since November 16, 1998
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. Ms. 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. Mr. 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 left the company to fully concentrate on MediaX in July 1998. 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. Mr. MacLaurin's experience
stretches back to the early days of PCS when, 17 years ago, he developed games
for the Commodore Pet 2001. Later, Mr. MacLaurin 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, Mr. MacLaurin joined forces with Gaben
Chancellor to found the original MediaX, Inc.
JACQUELINE CABELLON, CPA. Ms. Cabellon has been controller of the Company since
November 16, 1998. Prior to that, Ms. Cabellon practiced as a certified public
accountant assisting companies with consulting and accounting projects since
January, 1993. Prior to that time, she was an accountant with local accounting
firms since December, 1996.
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,
1998, 1997 and 1996 from the Company and its subsidiaries. No other executive
officer received compensation in excess of $100,000 during these periods.
Directors serve with out compensation.
Summary Compensation Table
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Name and Principal Fiscal Salary Other Annual Options
Position Year ($) Compensation ($) Granted (#)
- --------------------- ---- ------- ---------------- -----------
Nancy Poertner 1998 185,000 3,500 N/A
President, Secretary, 1997 158,458 6,720 N/A
Director 1996 114,583 7,200 N/A
Matthew MacLaurin 1998 125,000 N/A N/A
Executive VP, 1997 114,000 N/A N/A
Director 1996 23,665 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 October 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, 1999, but is automatically renewable for additional two year terms unless
either party elects to terminate the agreement. On June 30, 1999, Mr.
MacLaurin's employment agreement with the Company was automatically renewed. 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.
No bonuses have been declared or paid since inception of the Company nor have
the officers have elected to exercise their right to the salary increase for the
final terms of their respective agreements
OTHER AGREEMENT
Beginning August 1, 1998, the Company's chairman, Rainer Poertner, provides
full-time services to the Company pursuant to a month to month consulting
agreement requiring $10,000 for each month worked. As such, the Company expensed
and paid Mr. Poertner $50,000 and $6,000, respectively, during the year ended
December 31, 1998, and owed Mr. Poertner $44,000 as of December 31, 1998.
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 authorized the issuance of options to purchase up to 100,000 shares of
the Company's Common Stock. During December 1998, the Company amended the Plan
to increase the available amount of shares to purchase under the plan to 500,000
shares of the Company's common stock. All options granted must have an exercise
price no less than the stock's fair market value on the date of grant.
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 67,816 shares at an exercise price of $22.50 per
share were granted during April 1996. There were no options granted to officers
or directors of the Company during fiscal 1998 and 1997.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 30, 1999, 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
of Officers and Directors of Common Stock Class
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Nancy Poertner 809,375 (1) 18%
8522 National Blvd., Suite
110 Culver City, CA 90232
Rainer Poertner 809,375 (1) 18%
3958 Ince Boulevard
Culver City, CA 90232
Assisi Limited Partnership 809,375 (1) 18%
10866 Wilshire Blvd., 15th Floor
Los Angeles, CA 90024
Matthew MacLaurin 95,625 2%
325A River Street
Santa Cruz, CA 95060
All Directors and Officers 905,000 (1) 21%
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.
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 1,250,000 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 70,000 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 1,250,000 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 947,500
Cabana Holdings Ltd. 116,250
Mizzentop Holdings Ltd. 116,250
Mark R. Moldenhauer 70,000
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Total 1,250,000
ACQUISITION OF MEDIAX
On June 27, 1996, the Company completed a transaction in which MediaX, Inc., a
California corporation, was merged with and into the Company's wholly-owned
subsidiary, Zeitgeist. The Company issued a total of 203,750 shares of its
Common Stock to the shareholders of MediaX, Inc. at the Closing, and Assisi
Limited Partnership surrendered for cancellation 203,750 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, Inc. and
MediaX, Inc.'s shareholders. The terms of the Agreement were the result of
negotiations between the managements of the Company and MediaX Inc. 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 203,750 shares issued to acquire MediaX, Inc. were issued to the following
shareholders of MediaX, Inc. in the amounts set forth:
NAME NUMBER OF SHARES
----------------- -----------------
Matthew MacLaurin 95,625
Gaben Chancellor 95,625
David Traub 12,500
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Total 203,750
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
65,625 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 compensation of $32,500 for his past contributions to
the Company.
(Proposal No. 2)
Stockholders holding a majority of the voting power of the Company have
indicated that effective September 10, 1999 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, 1999.
Davis & Co., CPAs, P.C. has audited the Company's financial statements for
several years.
(Proposal No. 3)
Stockholders holding a majority of the voting power of the Company have
indicated that effective September 10, 1999 they will, by written consent,
approve an increase in the number of authorized $.0001 par value common shares
to 25,000,000 from the current 7,500,000.
At present, the Company is authorized to issue 7,500,000 shares of its $.0001
par value common stock and 10,000,000 shares of preferred stock. On June 30,
1999, the Company had 5,779,042 shares of common stock issued and outstanding.
Increasing the number of authorized shares of common stock will permit the board
of directors to issue additional stock to raise capital, convert the Series A
Convertible Preferred Stock, acquire assets, exercise outstanding stock options,
or for other purposes. Existing common stockholders may suffer dilution in their
percentage ownership of the Company if additional shares are authorized and
subsequently issued by the Company.
(Proposal No. 4)
Stockholders holding a majority of the voting power of the Company have
indicated that effective September 10, 1999 they will, by written consent,
approve the December 1998 Amendment to the Company's Stock Option Plan (the
"Plan"). The December 1998 Amendment (the "Amendment") increased the number of
shares available under the Plan to 500,000 shares of the Company's common stock.
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 authorized the issuance of options to purchase up to 100,000 shares of
the Company's Common Stock. During December 1998, the Company amended the Plan
to increase the available amount of shares to purchase under the plan to 500,000
shares of the Company's common stock. All options granted must have an exercise
price no less than the stock's fair market value on the date of grant.
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 67,816 shares at an exercise price of $22.50 per
share were granted during April 1996. There were no options granted to officers
or directors of the Company during fiscal 1998 and 1997.
OTHER MATTERS
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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 Commission on Form 10-KSB for the fiscal
year ended December 31, 1998 and the Company's Form 10-Q for the period ended
March 31, 1999.
By Order of the Board of Directors
Nancy Poertner
President and Director of the Company
August 13, 1999.