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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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
TRANSMEDIA ASIA PACIFIC, INC.
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(Name of Registrant as Specified in its Character)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / 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:
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(2) Form, Schedule or Registration Statement No:
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(3) Filing Party:
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(4) Date Filed:
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TRANSMEDIA ASIA PACIFIC, INC.
11 ST. JAMES'S SQUARE
LONDON SW1Y 4LB
ENGLAND
------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 16, 2000
------------------------------
NOTICE IS HEREBY GIVEN to the stockholders of TRANSMEDIA ASIA PACIFIC,
INC., a Delaware corporation (the "Company"), that the Annual Meeting of
Stockholders (the "Meeting") will be held at the Delray Beach Marriott, 10 North
Ocean Boulevard, Delray Beach, Florida 33483, at 10:00 a.m., EST, on March 16,
2000 for the following purposes:
1. To elect a board of four (4) directors to serve until the next
Annual Meeting of Stockholders or until their respective successors are
elected and qualified; and
2. To transact such other and further business as may properly come
before the Meeting or any postponement or adjournment thereof.
Only stockholders of record at the close of business on January 28, 2000
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
A copy of the Annual Report on Form 10-K for the fiscal year ended
September 30, 1999 accompanies this notice.
By Order of the Board of Directors,
/s/ Walter M. Epstein
------------------------------------
Walter M. Epstein
Secretary
London, England
February 18, 2000
RETURN OF PROXIES
A Proxy and self-addressed envelope are enclosed for your use if you do not plan
to attend the Meeting in person. We urge each stockholder who is unable to
attend the Meeting to vote by promptly signing and returning his or her Proxy,
regardless of the number of shares of stock held by such stockholder.
TRANSMEDIA ASIA PACIFIC, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
The enclosed proxy ("Proxy") is solicited by the Board of Directors of
TRANSMEDIA ASIA PACIFIC, INC., a Delaware corporation (the "Company"), for use
at the Annual Meeting of Stockholders (the "Meeting") to be held at the Delray
Beach Marriott, 10 North Ocean Boulevard, Delray Beach, Florida 33483, at
10:00 a.m., EST, on March 16, 2000. Any stockholder giving a Proxy has the power
to revoke it at any time before it is voted by executing another Proxy bearing a
later date or by giving written notice of revocation to the Company addressed to
the Secretary prior to the Meeting or by oral or written notice at the Meeting.
The mailing address of the Company's principal executive office is 11 St.
James's Square, London SW1Y 4LB, England, Telephone No. (011) 44 171 930 0706.
The approximate date on which this Proxy Statement and form of Proxy are first
being sent or given to stockholders is February 18, 2000.
SOLICITATION OF PROXIES
The persons named as proxies are James J. Fyfe and Michael R. Chambrello,
both of whom are presently directors of the Company. Stock represented at the
Meeting by the enclosed Proxy will be voted in the manner specified by the
stockholder. In the absence of specification, the stock will be voted FOR (i)
the election of each of the four persons nominated by the Board of Directors of
the Company to serve as directors and (ii) in the discretion of the proxies, on
such other business as may properly come before the Meeting. The cost of
preparing, assembling and mailing the Proxy, this Proxy Statement and the other
material enclosed will be borne by the Company. In addition to the solicitation
of proxies by use of the mails, officers and employees of the Company may
solicit proxies by telephone, telegram or other means of communication. The
Company will request brokerage houses, banking institutions, and other
custodians, nominees and fiduciaries, with respect to shares held of record in
their names or in the names of their nominees, to forward the proxy material to
the beneficial owners of such shares and will reimburse them for their
reasonable expenses in forwarding the proxy material.
VOTING RIGHTS
Only holders of shares of Common Stock of record at the close of business
on January 28, 2000 (the "Record Date") will be entitled to vote at the Meeting.
On the Record Date, the Company had 34,018,298 outstanding shares of Common
Stock, each such share entitling the holder thereof to one vote on each matter.
Holders of shares of Common Stock are not entitled to cumulative voting rights.
The presence at the Meeting in person or by Proxy of the holders of a
majority of the outstanding shares of Common Stock entitled to vote at the
Meeting shall constitute a quorum for the transaction of business. Abstentions
and broker non-votes (i.e. shares held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners and (ii) the
broker or nominee does not have discretionary authority to vote on a particular
matter) are counted as present in determining whether the quorum requirement is
satisfied. If a quorum is present, the affirmative vote of the holders of a
plurality of the shares of Common Stock cast at the Meeting and entitled to vote
will be required to act on the election of directors. Thus, abstentions and
broker non-votes will not be included in the vote total in the election of
directors and will have no effect on the outcome of the vote. The affirmative
vote of the holders of a majority of the shares of Common Stock cast at the
Meeting and entitled to vote will be required to act on all other matters
properly brought before the Meeting. If a stockholder abstains on any such
matter, the stockholder's shares are considered present at the Meeting for such
matter, but since they are not affirmative votes for the matter, will have the
same effect as votes against the matter. With respect to broker non-votes on
such matters, the shares are not considered present and entitled to vote at the
Meeting for such matter and they are, therefore, not counted in respect of such
matter. Such broker non-votes have the practical effect of reducing the number
of affirmative votes required to achieve a majority for such matter by reducing
the total number of shares from which the majority is calculated.
3
SECURITY OWNERSHIP
The following table sets forth information as to the number of shares of
Common Stock beneficially owned, as of the Record Date, by (i) each beneficial
owner of more than five percent of the outstanding Common Stock, (ii) each
current named executive officer and director and (iii) all current executive
officers and directors of the Company as a group. All shares are owned both
beneficially and of record unless otherwise indicated. Additionally, unless
otherwise indicated, the address of each beneficial owner is c/o Transmedia Asia
Pacific, Inc. 11 St. James's Square, London SW1Y 4LB, England.
NUMBER AND PERCENTAGE OF SHARES OF COMMON STOCK OWNED
# OF SHARES PERCENTAGE
NAME AND ADDRESS NOTES OWNED OWNED
- --------------------------------------------------------------------------- ----------- ----------- ----------
FAI General Insurance Company Pty Ltd ..................................... (2) 2,695,966 7.6%
333 Kent Street
Sydney, NSW 1026, Australia.
Edward J. Guinan III ...................................................... (3) to (6) 5,233,882 15.3%
12 St. James's Square
London, SWIY 4RB, England
Gleacher & Co. LLC ........................................................ (7) 3,000,000 8.1%
660 Madison Avenue
New York, NY 10021
Pictet & Cie Nominees ..................................................... (8) 2,658,334 7.8%
Cie 29 Blvd.
Georges Favon 1204
Geneva, Switzerland
Michael R. Chambrello ..................................................... (9) 1,250,000 3.5%
Joseph V. Vittoria ........................................................ (10)(11) 1,506,969 4.4%
William D. Marks .......................................................... (12) 2,226,020 6.5%
All directors and officers as a group (three persons) ..................... (9) to (12) 4,982,989 14.0%
- ------------------
(1) Based on 34,018,298 shares of Common Stock outstanding on December 31,
1999.
(2) Includes 1,633,366 shares of Common Stock issuable upon exercise of
warrants granted November 1998.
(3) Includes 450,000 shares of Common Stock owned by Conestoga Partners II,
Inc. ("Conestoga") which Mr. Guinan may be deemed to beneficially own.
Mr. Guinan is Chief Executive Officer, President and Director of Conestoga
and is beneficial owner 75% of the outstanding capital stock of Conestoga.
(4) Includes 800,000 shares of Common Stock placed in trusts set up for
Mr. Guinan's children and certain other shares for which Mr. Guinan
disclaims beneficial ownership. Does not include 93,750 shares of Common
Stock owned by Edward J. Guinan Jr., Mr. Guinan's father, which Mr. Guinan
disclaims beneficial ownership of.
(5) Includes 133,332 shares of Common Stock issuable upon exercise of warrants
granted as part of a private placement in February 1998.
(6) Includes 3,050 shares of Common Stock owned by International Advance, Inc.
("IA") which Mr. Guinan may be deemed to beneficially own. Mr. Guinan is a
director, President, Chief Executive Officer and the controlling
stockholder of IA.
(7) Includes 3,000,000 shares of Common Stock issuable upon exercise of warrant
granted for services.
(Footnotes continued on next page)
4
(Footnotes continued from previous page)
(8) Includes 200,000 shares of Common Stock issuable upon exercise of warrants
granted as part of a short-term loan facility in February 1999.
(9) Includes 1,250,000 shares of Common Stock issuable upon exercise of options
granted October 1999, subject to shareholder approval
(10) Includes 60,000 shares of Common Stock issuable upon exercise of warrants
granted under the 1996 Outside Directors Stock Option Plan (the "Outside
Directors Plan").
(11) Includes 138,596 shares of Common Stock issuable upon exercise of warrants
granted in April 1997 in relation to the acquisition of Countdown, 167,873
shares of Common Stock issuable upon exercise of warrants granted as part
of a private placement in August 1997.
(12) Excludes 1,858,842 shares of Common Stock owned by Mrs. Donna Marks,
Mr. Marks stepmother, which Mr. Marks disclaims beneficial ownership of.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Four directors of the Company are to be elected to serve until the next
Annual Meeting of stockholders and until the election and qualification of their
respective successors. All the nominees named below currently serve as directors
of the Company. The persons named in the accompanying Proxy intend to vote
(unless authority to vote for directors is withheld in such Proxy) all duly
executed Proxies unrevoked at the time of the exercise thereof for the election
to the Board of Directors of all of the nominees named below, each of whom
consented to be named herein and to serve as a director if elected at the
Meeting. In the event that any nominee should become unavailable prior to the
Meeting, the Proxy will be voted for a substitute nominee designated by the
Board of Directors if a substitute nominee is designated. Listed below is
certain information with respect to each nominee for election as a director.
There are no family relationships among any of the directors or executive
officers of the Company. For information concerning the number of shares of
Common Stock beneficially owned by each nominee, see "Principal Stockholders."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE NOMINEES
LISTED BELOW
NOMINEES FOR DIRECTORS
NAME AGE POSITION
- --------------------------------------------------- --- ------------------------------------------------------
Joseph V. Vittoria(1)(2)........................... 65 Chairman and a Director
Michael R. Chambrello(3)........................... 42 President, Chief Executive Officer, Principal
Financial Officer and a Director
William D. Marks(4)................................ 35 Director
James J. Fyfe(5)................................... 45 Director
- ------------------
(1) Member of the Audit Committee.
(2) Appointed Chairman of the Board of Directors on August 16, 1999.
(3) Appointed October 1, 1999
(4) Appointed June 15, 1999
(5) Appointed October 25, 1999
Joseph Vittoria has been a director of the Company since inception and was
appointed Chairman of the Board on August 16, 1999. Mr. Vittoria is Chairman and
Chief Executive Officer Travel Services International, Inc. a position he has
held since that company's inception in 1997. From September 1987 to January
1997, Mr. Vittoria was Chairman and Chief Executive Officer of Avis Inc., having
been a senior executive at Avis from
5
1982. Mr. Vittoria was a director of Transmedia Europe, Inc. ("Transmedia
Europe") until his resignation on October 25, 1999.
Michael R. Chambrello was appointed Chief Executive Officer on October 1,
1999 and joined the boards of directors of the Company and Transmedia Europe on
that date. Mr. Chambrello resigned from the board of Transmedia Europe on
October 25, 1999. Prior to joining the Company and Transmedia Europe,
Mr. Chambrello spent 16 years with Gtech Holdings Corp., a worldwide supplier of
lottery and entertainment systems. He was President of Gtech Corporation and
Executive Vice President of Gtech Holdings Corp. from October 1996 to August
1998. From 1992 to September 1996 Mr. Chambrello was Senior Vice President,
Worldwide Operations of Gtech Holdings Corp.
William Marks joined the boards of directors of the Company and Transmedia
Europe on June 15, 1999 concurrent with the joint acquisition of DSS Direct
Connect L.L.C. ("DBS Direct") by the Company and Transmedia Europe. Mr Marks
resigned from the board of Transmedia Europe on October 25, 1999. DBS Direct was
established in March 1998 to sell and install DirecTV direct broadcast satellite
systems to end-users. Mr. Marks has been President of DBS Direct since
inception. From 1992 to 1998, Mr. Marks was Vice President and Chief Operating
Officer of The Marks Group, a multiple-system cable television operator serving
subscribers in Southern California.
James Fyfe is an independent business consultant specializing in corporate
restructuring, strategic planning and turn-round situations. Since April 1998
his clients have included the Company and Transmedia Europe. He has been a
director of Corniche Group Incorporated since May 1995 and served that company
as Vice President and Chief Operating Officer from May 1995 until May 1998. From
January 1991 to May 1995 he was an independent business consultant. From May
1996 through August 1997 he was an outside director of Medical Laser
Technologies, Inc. Additionally, he has been an outside director of Machine
Vision Holdings, Inc. since January 1998.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During the fiscal year ended September 30, 1999, the Board of Directors
held four meetings and took action by unanimous written consent on six
occasions. During the fiscal year ended September 30, 1999, all current
directors attended at least 75% of the total number of meetings of the Board and
of the committees of which they were members.
The Audit Committee is the only standing committee of the Board. There is
no formal nominating committee; since the Board performs this function. The
Board acts as the Compensation Committee, except that all matters relating the
Outside Directors Plan are determined the Company's employee directors. The
Board formulates and decides all matters related to the salaries, bonuses,
fringe benefits or other compensation of the executive officers of the Company.
The Board also decides upon matters related to the granting of stock options
under the Company's 1994 Stock Option Plan (the "1994 Option Plan").
The Audit Committee, which is currently composed of Mr. Vittoria, consults
with the auditors of the Company and such other persons as the members deem
appropriate, reviews the preparations for and scope of the audit of the
Company's annual financial statements, makes recommendations as to the
engagement and fees of the independent auditors, and performs such other duties
relating to the financial statements of the Company as the Board of Directors
may assign from time to time. The Audit Committee met once during the fiscal
year ended September 30, 1999.
DIRECTOR FEES
Non-employee directors participate in the Outside Directors Plan. Pursuant
to the terms of the Outside Directors Plan, each non-employee director receives
options to purchase 10,000 shares of the Company's common stock, exercisable in
accordance with the terms of the Outside Directors Plan, on January 1 of each
year during which they serve as a director of the Company.
6
EXECUTIVE OFFICERS
Set forth below is certain information as of the Record Date regarding the
executive officers of the Company.
NAME AGE POSITION WITH COMPANY EXECUTIVE OFFICER SINCE
- ---------------------------------------- --- ------------------------------------------ -----------------------
Michael R. Chambrello................... 42 President, Chief Executive Officer and October 1999
Chief Financial Officer
Charles Taylor.......................... 40 Chief Operating Officer August 1999
Additional information with respect to Michael R. Chambrello is set forth
under "Nominees for Director."
Charles Taylor joined the Company and Transmedia Europe in February 1999 as
Head of Internet Services. On August 16, 1999 he was appointed Chief Operating
Officer of the Company and Transmedia Europe. He joined the board of directors
of Transmedia Europe on October 25, 1999. Prior to February 1999 Mr. Taylor was
managing director of Digital Media, a division of Aspen Group Plc, a United
Kingdom listed, European based advertising and marketing agency, a position he
held from October 1, 1995. Prior to October 1995 he was Chief Executive Officer
of Specialix Plc, a designer and manufacturer of high speed communication
hardware for the internet industry in the United States, Asia and Europe.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the total compensation
(including salary, bonus and all other forms of annual and long-term
compensation) paid to or accrued by the Company during the fiscal years 1999,
1998 and 1997, for the Chief Executive Officer and the current executive
officers of the Company who earned over $100,000 during the Company's last
fiscal year (the "Named Executives").
SUMMARY COMPENSATION TABLE
OTHER
ANNUAL LONG-TERM COMPENSATION
COMPENSATION COMPENSATION ------------
FISCAL ------------ -------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR NOTES SALARY OPTIONS/SAR'S COMPENSATION
- ------------------------------------------------ ------ --------- ------------ -------------- ------------
Edward J. Guinan III ........................... 1999 (1)(2) $156,887 0 $408,090
Chief Executive Officer 1998 (3)(2) 165,330 0 80,359
(resigned as of August 16, 1999) 1997 (4)(2) 162,100 0 38,472
Paul L. Harrison ............................... 1999 (1)(2)(5) $156,887 0 19,090
President 1998 (3)(5) 165,330 0 8,668
(resigned as of September 30, 1999) 1997 (4)(5) 154,000 0 0
- ------------------
(1) Based upon an exchange rate of 1 pound sterling = $1.5689
(2) Represents reimbursement of travel and entertainment expenses
(3) Based upon an exchange rate of 1 pound sterling = $1.6533
(4) Based upon an exchange rate of 1 pound sterling = $1.5400
(5) 50% of Mr. Harrison's salary was recharged to Transmedia Europe
7
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company did not grant any stock options during the fiscal year ended
September 30, 1999.
AGGREGATE OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTIONS/VALUES
As of September 30, 1999, no executive officer of the Company held
exercisable or non exercisable options to purchase shares of the Company's
common stock.
EMPLOYMENT AGREEMENTS
On October 1, 1999 the Company and Michael R. Chambrello entered into an
Employment Agreement for a term ending on September 30, 2002. The Employment
Agreement provides for an annual salary of $150,000 and participation in
executive benefit programs if and when put into effect by the Company. In
addition, the Employment Agreement provides that Mr. Chambrello be entitled to
receive, stock options pursuant to the 1994 Option Plan, to be amended subject
to shareholder approval, having a term of 5 years and covering 1,250,000 shares
of the Company's Common Stock. The stock options have an exercise price and vest
as follows:
# OF SHARES VESTING DATE EXERCISE PRICE
- ------------------------ ---------------- ---------------------------------------------------------
250,000................. October 1, 1999 $0.875
250,000................. October 1, 2000 $0.875
187,500................. February 1, 2001 110% of market price on February 1, 2000
375,000................. February 1, 2002 187,500 shares at 110% of market price on February 1,
2000 and 187,500 shares at 110% of market price on
February 1, 2001
187,500................. February 1, 2003 110% of market price on February 1, 2001
The Employment Agreement includes confidentiality and non-compete
restrictions during the term of the Employment Agreement and for a period of 18
months thereafter. Mr. Chambrello may be discharged for cause including failure
or refusal to perform his duties, dishonesty, conviction of a felony or fraud,
engagement in acts detrimental to the Company, material breach of any provision
of the Employment Agreement, disability or death. Mr. Chambrello is required to
devote substantial business efforts to the Company. Mr. Chambrello is also
employed by Transmedia Europe and the Employment Agreement provides that
Mr. Chambrello's other business activities shall not conflict with the terms of
the Employment Agreement.
Mr. Edward J. Guinan III was Chief Executive Officer of the Company until
August 16, 1999 when he tendered his resignation. Mr. Guinan was employed by the
Company pursuant to the terms of an employment agreement dated March 2, 1998.
The employment agreement was for a term ending on March 1, 2001. Based on other
employment of Mr. Guinan, the Company considers Mr. Guinan's employment contract
to have ended on September 30, 1999 and does not intend to grant any options to
Mr. Guinan as otherwise provided, subject to shareholder approval, in his
employment agreement. The Company and Mr. Guinan have yet to finalize amounts
which the Company believes are owed by Mr. Guinan to the Company and/or shares
which Mr. Guinan asserts should be issued to him.
BOARD INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors serves as the compensation committee. During the
fiscal year ended September 30, 1999, Messrs. Guinan and Harrison, were officers
of the Company. Mr. Guinan resigned as an officer of the Company in August 1999
and as a director of the Company in October 1999. Mr. Harrison resigned as an
officer and director of the Company in October 1999.
During the fiscal year ended September 30, 1999, Messrs. Guinan and
Harrison each served as executive officers and directors of each of the Company
and Transmedia Europe. During the fiscal year ended September 30, 1999, Messrs.
Vittoria, Freyer and Marks each served as a director of each of the Company and
Transmedia Europe. Mr. Freyer resigned as a director of the Company, and
Mr. Marks and Mr. Vittoria resigned
8
as directors of Transmedia Europe, in October 1999. During the fiscal year ended
September 30, 1999, Mr. Guinan also served as an executive officer and a
director of International Advance, Inc.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors acts as the compensation committee, except that all
matters relating to the Outside Directors Plan are determined by the Company's
employee directors. The Board of Directors formulates and decides all matters
related to the salaries, bonuses, fringe benefits or other compensation of the
executive officers of the Company. The Board of Directors also decides upon
matters related to the granting of stock options under the 1994 Option Plan.
Pursuant to rules adopted by the Securities and Exchange Commission
("SEC"). Set forth below is a report submitted by the members of the Board of
Directors addressing the Company's compensation policies for fiscal 1999 as they
affected the Company's executive officers generally and, in particular, as they
affected Edward J. Guinan, III who served as Chief Executive Officer.
BOARD POLICIES REGARDING EXECUTIVE OFFICERS
The Board's executive compensation policies are intended to provide
competitive levels of compensation adequate to retain qualified executives, to
recognize individual contributions to the business of the Company, and to align
management's and shareholders' interests.
The Board believes that the Company competes with other organizations for
qualified executives and is therefore required to adopt competitive compensation
structures. Hence, in determining the compensation payable to the Company's
executive officers, the Board considers on an informal basis the prevailing
levels of compensation paid by such organizations, as well as the individual
contributions to the Company which each of the executives has made and would be
expected to make in the business of the Company, and such other factors as the
Committee may deem relevant at the time of making such determination.
Compensation paid to the Company's executive officers for fiscal year ended
September 30, 1999 consisted primarily of base annual salary. Base salaries for
the Company's executive officers for the fiscal year ended September 30, 1999
were determined by the Board. In setting such base salaries, the Board
considered the factors set forth in the immediately preceding paragraph.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
SEC regulations require that the Board disclose the bases for compensation
reported to Mr. Guinan in fiscal 1999 and to discuss the relationship between
such compensation and the Company's performance during the last fiscal year.
The Company's employment arrangement with Mr. Guinan provided for a fixed
salary based upon an existing employment agreement. No bonus was paid during the
fiscal year ended September 30, 1999. The Board determined that in order to
reduce employment expenses and to reward Mr. Guinan for his financing and
transaction achievements and to further incentivize his continuing involvement
that it would enter into a new employment contract reducing his salary by 50%
and providing 2,500,000 options. Based on other employment of Mr. Guinan, the
Company considers Mr. Guinan's employment contract to have ended on September
30, 1999 and does not intend to grant any options to Mr. Guinan thereunder.
There is no direct relationship between the amount of compensation and
measurable objective criteria of the Company's performance in fiscal 1999.
SUBMITTED BY THE COMPANY'S BOARD OF DIRECTORS:
Michael R. Chambrello William D. Marks James J. Fyfe Joseph V. Vittoria
STOCK PERFORMANCE CHART
The line graph set forth below compares the cumulative total shareholder
return (change in stock price plus reinvested dividends) on the Common Stock for
the period beginning August 4, 1995 and ending on September 30, 1999 with the
cumulative total return on the NASDAQ Index and a Peer Group consisting of
9
Cendant Corporation and Memberworks over the same period. The comparison assumes
$100 was invested on August 4, 1995 in the Common Stock and in each of the
foregoing indices and that all dividends paid by companies included in each
index were reinvested.
COMPARISON OF 50 MONTH CUMULATIVE TOTAL RETURN*
AMONG TRANSMEDIA ASIA-PACIFIC INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP
[chart]
Cumulative Total Return
- --------------------------------------------------------------------------------
8/4/95 9/95 9/96 9/97 9/98 9/99
TRANSMEDIA ASIA PACIFIC INC. 100.00 60.00 46.00 48.00 28.00 29.00
PEER GROUP 100.00 112.50 123.63 150.00 56.86 87.82
NASDAQ STOCK MARKET (U.S.) 100.00 105.58 125.29 172.03 174.94 284.17
* $100 INVESTED ON 8/4/95 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In fiscal 1999 the Company was charged a management fee of $1,210,939
(1998: $1,060,526) by TME in respect of the Company's share of corporate office
expenses comprising salaries, professional fees, rent, travel and other
corporate costs.
As of September 30, 1999 the Company owed $269,506 to Transmedia Europe.
Such payable is non-interest bearing and is repayable on demand.
Messrs. Harrison and Freyer are directors of Transmedia Europe. Messrs
Guinan and Vittoria were directors of Transmedia Europe until October 1999.
During fiscal 1997, the Company entered into an agreement with
Mr. Vittoria, a director and shareholder of the Company, whereby Mr. Vittoria
advanced a loan of $1,000,000 to the Company. The purpose of the loan was to
enable the Company to pay the cash element of the purchase of the Company's
interest in Countdown
10
Holdings Limited ("Countdown"). The loan, which bears interest at 12% per annum
and is collateralized by a pledge of all the shares of Countdown purchased by
the Company, was originally scheduled to mature on September 27, 1997. The loan
was renewed upon maturity for an indefinite period by agreement between the
Company and Mr. Vittoria. The loan is repayable on 60 days notice from
Mr. Vittoria.
On May 11, 1999 the Company commenced a private placement pursuant to the
exemption from registration afforded by Section 4(2) of the Securities Act of
1933, as amended, and Regulation D promulgated thereunder. The placement closed
on June 25, 1999 upon the sale of 3 million shares of Common Stock at $0.75 per
share resulting in net proceeds to the Company of $2,250,000. Of the shares sold
Mr. Vittoria purchased 666,666, an investment of $500,000.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and 10% shareholders to file with the Securities
and Exchange Commission ("SEC") certain reports regarding such persons'
ownership of the Company's securities. The Company is aware that Edward J.
Guinan, a former director and officer, is delinquent in his filings with respect
to transactions in Common Stock owned by him and pledged by him to secure a
contemplated acquisition and Common Stock pledged to secure a Promissory Note
executed by Transmedia Europe. As far as the Company is aware, despite a number
of requests and offers by the Company to assist him in bringing his filings
up-to-date, Mr. Guinan has not, as of the date hereof, completed such filings.
The Company is not aware of any other late filings of reports under
Section 16.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The firm of BDO Stoy Hayward served as the Company's independent auditors
for the fiscal year ended September 30, 1999, and for a number of years prior
thereto, and the Board of Directors has selected this firm to serve as
independent auditors for the fiscal year ending September 30, 2000.
Representatives of BDO Stoy Hayward are expected to attend the Meeting and will
have the opportunity to make statements and respond to appropriate questions.
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders intended to be presented at the next Annual
Meeting of Stockholders to be held during 2001 must be received by the Company
before October 23, 2000 for inclusion in the Company's proxy and proxy statement
relating to said meeting.
OTHER MATTERS
The management of the Company knows of no business other than that referred
to in the foregoing Notice of Annual Meeting of Stockholders and Proxy Statement
which may come before the meeting. Should any other matters come before the
meeting, it is the intention, of the persons named in the accompanying Proxy to
vote such Proxy in accordance with their judgment on such matters. The Company's
annual report on Form 10-K, which includes the Company's audited financial
statements for the fiscal year ended September 30, 1999, is being mailed
concurrently herewith to all of the Company's stockholders of record.
By Order of the Board of Directors
/s/ Walter M. Epstein
-----------------------------------
Walter M. Epstein
Secretary
11
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
TRANSMEDIA ASIA PACIFIC, INC.
March 16, 2000
Please Detach and Mail in the Envelope Provided
A /X/ Please mark your
votes as in this
example.
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as indicated to vote for all
otherwise below) nominees listed at right
1. ELECTION / / / / Nominees:
OF Joseph V. Vittoria
DIRECTORS Michael R. Chambrello
William D. Marks
INSTRUCTION: To withhold authority to vote for any James J. Fyfe
individual nominee, write such nominee's name in the
space below.
- ----------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
matters as may come before the meeting or any adjournment thereof.
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such stock and hereby ratifies and confirms all the
said attorneys, agents, proxies, their substitutes or any of them may fully do
by virtue hereof.
Please date, sign and return this Proxy Card in the enclosed envelope. No
postage required if mailed in the United States.
The Board of Directors recommends a vote 'FOR' the proposal at left.
- ---------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL STATED, IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO
BE PRESENTED AT THE MEETING.
- ---------------------------------------------------------------------
SIGNATURE__________ Dated:______, 2000 SIGNATURE_________ Dated: ______, 2000
IF HELD JOINTLY
NOTE: Please date this Proxy and sign your name exactly as it appears hereon.
When there is more than one owner, each should sign. When signing as attorney,
administrator, executor, guardian, or trustee, please add your title as such. If
executed by a corporation, this Proxy should be signed by a duly authorized
officer. If a partnership, please sign in partnership name by authorized person.
TRANSMEDIA ASIA PACIFIC, INC.
11 St. Jame's Square, London, SWIY 4LB, England
Annual Meeting of Stockholders - March 16, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael R. Chambrello and James J. Fyfe, or
either of them, proxies of the undersigned with full power of substitution, to
represent and vote, as designated on the reverse side, all the shares of Common
Stock of Transmedia Asia Pacific, Inc. held of record by the undersigned on
January 28, 2000, at the Annual Meeting of Stockholders to be held on March 16,
2000 or at any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BY THE
UNDERSIGNED STOCKHOLDER. IF NO CHOICE IS SPECIFIED BY THE STOCKHOLDER, THIS
PROXY WILL BE VOTED "FOR" ITEM (1), AND IN THE PROXIES' DISCRETION ON ANY OTHER
MATTERS COMING BEFORE THE MEETING.
(To be signed on the reverse side)