NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 28, 1996
To the Stockholders of
VERITAS MUSIC ENTERTAINMENT, INC.:
The annual meeting of the stockholders of Veritas Music Entertainment, Inc.
(the "Company") will be held at the executive offices of the Company, Cummins
Station, 209 10th Avenue South, Suite 500, Nashville, Tennessee 37203 on June
28, 1996 at 9:00 A.M., for the purpose of considering and acting upon the
following matters:
(1) Election of directors.
(2) An amendment to the Company's Charter to change the Company's name to
Imprint Records, Inc.
(3) Ratification of the selection of Drucker, Math & Whitman, P.C.
("Drucker, Math & Whitman") as auditors of the Company for the fiscal year
ending January 31, 1997.
(4) Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on May 21, 1996 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting.
You are cordially invited to attend the meeting. Whether or not you plan
to attend the meeting, you are urged promptly to complete, date and sign the
enclosed proxy and to mail it to the Company in the enclosed envelope, which
requires no postage if mailed in the United States. Return of your proxy does
not deprive you of your right to attend the meeting and to vote your shares in
person.
Dated: Nashville, Tennessee
May 24, 1996
By Order of the Board of Directors,
FRANK M. BUMSTEAD, Secretary
VERITAS MUSIC ENTERTAINMENT, INC.
Cummins Station, 209 10th Avenue South, Suite 500,
Nashville, Tennessee 37203
--------------
PROXY STATEMENT
--------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of the Company for use at the
annual meeting of stockholders on May 23, 1996 and at any adjournment thereof.
May 24, 1996 is the approximate date on which this Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders.
As of May 21, 1996, the record date for the meeting, the Company had
outstanding 4,738,000 shares of Common Stock (the only class of stock authorized
by the Company's Charter) entitled to vote at the meeting (the "Common Stock").
Each share of Common Stock entitles its holder to one vote. The proxy solicited
by this Proxy Statement is revocable at any time before it is voted.
The presence at the meeting in person or by proxy of stockholders entitled
to cast a majority of the votes at the meeting constitutes a quorum. The
election of directors is decided by a plurality of the votes cast. As for all
other proposals to be considered at the meeting, more votes must be cast in
favor of the proposition than cast in opposition to it for that proposal to be
approved by the stockholders.
The proxies named in the enclosed form of proxy and their substitutes will
vote the shares represented by the enclosed form of proxy, if the proxy appears
to be valid on its face and, where a choice is specified by means of the ballot
on the form of proxy, will vote in accordance with each specification so made.
2
ELECTION OF DIRECTORS
Nominees of the Board of Directors
The current Board of Directors is comprised of five members, all of whom
have been nominated by the Board of Directors for reelection at the annual
meeting. The proxy will be voted as specified thereon and, in the absence of
contrary instruction, will be voted for the reelection of Frank M. Bumstead,
Charles M. Flood, Jr., Stanley O. Schaetzle, Jr., Donald A. Schlitz and Roy W.
Wunsch as Directors, to serve until the next annual meeting of stockholders in
1997 and until such time as their respective successors are duly elected and
qualified. If any of the nominees should become unable to accept election, the
persons named in the proxy may vote for such other person or persons as may be
designated by the Board of Directors. Management has no reason to believe that
any of the nominees named above will be unable to serve. Information with
respect to each such nominee is set forth below:
DIRECTOR NOMINEES
(ALL TERMS EXPIRE IN 1997)
Age, Director
Name and Occupational Description May 21, 1996 Since
- - - --------------------------------- ------------ -----
FRANK M. BUMSTEAD. 54 1994
Frank M. Bumstead has been a Director and
Secretary of the Company since its
inception, and was appointed Treasurer in
May 1995. Mr. Bumstead has been President
and a principal stockholder of Flood,
Bumstead, McCready & McCarthy, Inc.
("FBMM"), a business management firm which
represents the financial interests of
artists, songwriters and producers in the
music industry, since 1989. Since 1993, he
has also served as Chairman and Chief
Executive Officer, and has been a principal
stockholder, of FBMM Financial, Inc., a
registered investment advisor under the
Investment Advisors Act of 1940. He is
also Vice Chairman of the Board of
Directors of Response Oncology, Inc., a
Director of First Union National Bank of
Tennessee, and a Director of Nashville
Country Club, Inc.
3
Age, Director
Name and Occupational Description May 21, 1996 Since
- - - --------------------------------- ------------ -----
CHARLES M. FLOOD, JR. 51 1994
Charles M. Flood, Jr. has been a Director
of the Company since its inception, and has
been a principal stockholder of FBMM since
1989. He is also President of Hayes Street
Music, a music publishing company in
Nashville. Mr. Flood is also a Director of
Nashville Country Club, Inc.
STANLEY O. "BUD" SCHAETZLE, JR. 36 1994
Stanley O. Schaetzle, Jr. has been a
Director and President of the Company since
its inception. Prior to joining the
Company, Mr. Schaetzle was a founder and,
from 1982, the managing partner of the
multimedia production company High Five
Productions. Mr. Schaetzle is a member of
the National Academy of Recording Arts and
Sciences ("NARAS"), the Academy of
Television Arts and Sciences, and the
Writer's Guild of America and has served
for four years as a member of NARAS's Video
and Television Committee.
DONALD A. SCHLITZ 43 1994
Donald A. Schlitz is a professional
songwriter and has been a Director of the
Company since its inception.
ROY W. WUNSCH 52 1994
Roy W. Wunsch has been Chairman of the
Board of Directors and Chief Executive
Officer of the Company since its inception.
From 1990 to 1994, Mr. Wunsch served as the
President of Sony Music Nashville, a
division of Sony Corporation.
Committees and Meetings of the Board of Directors
The Company has established standing Audit, Compensation and Executive
Committees to assist the Board of Directors in discharging its responsibilities.
The Company has no nominating committee.
The Audit Committee reviews the Company's internal controls, the
objectivity of its financial reporting and the scope and results of the auditing
engagement. It meets with appropriate financial personnel of the Company and
independent accountants in connection with these reviews. The Committee
recommends to the Board the appointment of the independent accountants, subject
to ratification by the stockholders at
4
the annual meeting, to serve as auditors for the following year in examining the
corporate accounts. The Audit Committee also reviews the audit and non-audit
fees of the Company's independent accountants. The independent accountants
periodically meet with the Audit Committee and have access to the Committee at
any time. The Committee held one meeting during the fiscal year ended January
31, 1996. Its members are Messrs. Bumstead and Flood.
The Compensation Committee makes recommendations to the Board of Directors
with respect to the compensation of officers. It determines and certifies
whether performance levels have been achieved in connection with the Company's
Executive Incentive Plan ("EIP") and also determines and certifies whether
performance goals and other terms of agreements with certain executives have
been satisfied. Its members are Messrs. Bumstead, Flood and Schlitz. The
Committee held four meetings during the fiscal year ended January 31, 1996. The
Board Compensation Committee Report on Option Repricing appears on page 12.
The Executive Committee advises the Board of Directors with respect to the
management and affairs of the Company and reviews and analyzes special projects
which may be assigned to it from time to time by the Board of Directors. The
Executive Committee held no meetings during the fiscal year ended January 31,
1996. Its members are Messrs. Bumstead, Flood, Schaetzle and Wunsch.
The Company's Board of Directors held six meetings during the fiscal year
ended January 31, 1996.
Voting Securities of Certain Beneficial Owners and Management
The management of the Company has been informed that, as of May 21, 1996,
the persons identified in the table below, including all directors, nominees for
director, executive officers and all owners known to the Company of more than 5%
of any class of the Company's voting securities, owned beneficially, within the
meaning of Securities and Exchange Commission ("SEC") Rule 13d-3, the securities
of the Company reflected in such table. Except as otherwise specified, the
named beneficial owner claims sole investment and voting power as to the
securities reflected in the table.
5
Beneficial Ownership of the Company Stock
Number of Shares
Beneficial Owner(1) of Common Stock Percent of Class
---------------- ---------------- ----------------
Frank M. Bumstead(2) 107,508 2.3%
Charles M. Flood(2) 107,508 2.3%
Chava Mamoka(3) 374,000 7.9%
Stanley O. Schaetzle, 1,282,640 26.8%
Jr.(4), (6)
Donald A. Schlitz -- *
Roy W. Wunsch(5),(6) 1,313,760 27.7%
All Directors and 2,389,500 50.0%
Officers as a group (5
persons)
_______________
* Less than 1%.
(1) The address for Messrs. Bumstead and Flood is 1700 Hayes Street, Suite 304,
Nashville, Tennessee 37203; the address for Mr. Mamoka is Rehov Hashel 14,
Ashdod, Israel 77261; the address for Messrs. Schaetzle and Wunsch is c/o
Veritas Music Entertainment, Inc., Cummins Station, 209 10th Avenue South,
Suite 500, Nashville, Tennessee 37203; and the address for Mr. Schlitz is
2409 Hemingway, Nashville, Tennessee 37216.
(2) Ownership includes 81,177 shares of Common Stock owned by each of the named
individuals, plus 26,331 shares of Common Stock held by Flood, Bumstead,
McCready & McCarthy, Inc. ("FBMM"), a corporation over which Mr. Bumstead
and Mr. Flood share investment power.
(3) Mr. Mamoka is not a director or officer of the Company.
(4) Ownership includes 1,032,240 shares of Common Stock owned by Mr. Schaetzle,
plus 206,900 shares of Common Stock over which he and Mr. Wunsch have been
granted a two year irrevocable voting proxy, due to expire April 20, 1997,
by Frank M. Bumstead, Charles M. Flood, Jr., FBMM, John Sayles and Thomas
J. Weaver, III, which gives Messrs. Schaetzle and Wunsch joint voting
control, but not investment control, over those shares. Ownership also
includes 43,500 shares of Common Stock underlying
6
currently exercisable Redeemable Warrants. In accordance with SEC rules,
the percent of class owned shown for Mr. Schaetzle in the above table was
computed by assuming the only Redeemable Warrants exercised are the 43,500
warrants owned by him.
(5) Ownership includes 1,106,860 shares of Common Stock owned by Mr. Wunsch,
plus 206,900 shares of Common Stock over which he and Mr. Schaetzle have
been granted a two year irrevocable voting proxy, due to expire April 20,
1997, by Frank M. Bumstead, Charles M. Flood, Jr., FBMM, John Sayles and
Thomas J. Weaver, III, which gives Messrs. Wunsch and Schaetzle joint
voting control, but not investment control, over those shares.
(6) Ownership does not include shares of Common Stock purchasable by Messrs.
Schaetzle and Wunsch pursuant to a Shareholders' Agreement, which provides
each of them with the right to purchase Common Stock held by the other
stockholder in the event such other stockholder resigns or is terminated
for cause, dies or becomes subject to a bankruptcy or insolvency proceeding
prior to June 30, 1998. Such purchase option in favor of the remaining or
surviving stockholder may be exercised at a discount from fair market value
ranging from 10% to 90%, depending upon the circumstances leading to the
exercise of the option. The Shareholders' Agreement restricts transfers of
shares of Common Stock by Mr. Schaetzle or Mr. Wunsch to other than
affiliated entities or related individuals, and, after June 30, 1998,
grants to each of Mr. Schaetzle and Mr. Wunsch a right of first refusal on
any sales by either of them to third parties, other than sales of shares of
Common Stock in open market transactions. The Shareholders' Agreement
expires by its terms on June 30, 2005 unless, prior thereto, either Mr.
Schaetzle or Mr. Wunsch cease to own any shares of Common Stock subject to
the agreement.
7
Executive Compensation
The following table sets forth all plan and non-plan compensation paid to
the Company's executive officers for services rendered in all capacities to the
Company during the fiscal year ended January 31, 1996. None of the Company's
executive officers received compensation in excess of $100,000 for the fiscal
year ended January 31, 1996; however, the individuals shown below would have
received compensation at the levels shown below had they been employed by the
Company for the entire 1996 fiscal year at their year-end salary level.
SUMMARY COMPENSATION TABLE
Annual
------
Compensation
------------
Name and Principal Positions Year Salary Bonus
---------------------------- ---- ------ -----
Roy W. Wunsch, 1996 $76,000 $ -0-(1)
Chairman of the Board and
Chief Executive Officer
Constance D. Baer, 1996 $63,000 $10,000(2)
Vice President - Marketing
and Artist Development
Bradley W. Chambers, 1996 $52,000 $ -0-(2)
Vice President - Promotion
Tracy Gershon Fishell, 1996 $41,000 $ -0-(3)
Vice President - Artists
and Repertoire
Stanley O. Schaetzle, Jr., 1996 $76,000 $ -0-(1)
President
- - - -------------------------
(1) Officer is included in the Summary Compensation Table because his annual
compensation, pursuant to an employment agreement with the Company, would
have been $150,000 had the officer been employed by the Company at its
current salary level for a full year.
(2) Officer is included in the Summary Compensation Table because his or her
annual compensation, pursuant to an employment agreement with the Company,
would have been $140,000 had the officer been employed by the Company for a
full year.
8
(3) Officer is included in the Summary Compensation Table because her annual
compensation, pursuant to an employment agreement with the Company, would
have been $100,000 had the officer been employed by the Company for a full
year.
9
STOCK OPTIONS
The following table sets forth information regarding each grant of stock
options made during the fiscal year ended January 31, 1996 to each of the named
individuals. Options become exercisable in three equal annual installments
commencing on the first anniversary of the grant and may be exercised on a
cumulative basis at any time before expiration.
OPTION GRANTS IN LAST FISCAL YEAR
Percent of Potential Realizable
Total Value at Assumed
Number of Options Annual Rates of Stock
Securities Granted to Price Appreciation for
Underlying Employees Exercise Option Term
Options in Fiscal Price Expiration
Name Granted Year ($/sh) Date 0%($)1 5%($) 10% ($)
- - - ---- ------- ---- ------ ---- ------ ----- -------
Roy W. Wunsch -- -- -- -- -- -- --
Stanley O. -- -- -- -- -- -- --
Schaetzle, Jr.
Constance D. 25,000 20.6% 5.50 12/28/05 3,125 91,500 227,250
Baer
Bradley W. 25,000 20.6% 5.50 12/28/05 3,125 91,500 227,250
Chambers
Tracy 26,500 21.8% 5.50 12/28/05 3,313 96,990 240,885
Gershon
Fishell
Wayne R. 25,000 20.6% 5.50 12/28/05 3,125 91,500 227,250
Halper
All of the above options are options granted in replacement of the same
number of options with substantially identical terms that were cancelled on
December 29, 1995 when the above options were issued. The cancelled options
were granted at various times between August 15, 1995 and October 9, 1995, at
prices ranging from $6.88 per share to $8.63 per share.
- - - --------------------
1 Pursuant to the terms of the Veritas 1995 Stock
Option Plan for incentive stock options, these options were
made exercisable at the "fair market value" (mean of the
high and low sales prices) of the Company's stock on the
date of grant, December 29, 1995. On that date, the
Company's Common Stock closed on the Nasdaq SmallCap market
at $5.625. Therefore, the potential realizable value of
each option on that date was $0.125.
10
EMPLOYMENT AGREEMENTS
The Company entered into employment agreements with Stanley O. Schaetzle,
Jr. and Roy W. Wunsch as of April 20, 1995; with Constance D. Baer as of August
15, 1995; with Bradley W. Chambers as of October 9, 1995; and with Tracy Gershon
Fishell as of August 15, 1995.
The Company has entered into employment agreements with each of Stanley O.
Schaetzle, Jr. and Roy W. Wunsch on substantially the same terms. Each
agreement is for a term expiring July 25, 2000, and provides for a base salary
of $150,000. Bonus compensation is payable to each executive under their
respective agreements as determined by the Board of Directors from time to time.
Each agreement provides for a 5% increase in base salary on July 25, 1996, and
increases thereafter as shall be determined by the Board of Directors from time
to time. Under his employment agreement, so long as he remains employed by the
Company, Mr. Wunsch is to act as Chairman of the Board and Chief Executive
Officer, and the Company is not permitted to confer equal or greater authority
on any other employee. Under his employment agreement, so long as he remains
employed by the Company, Mr. Schaetzle is to act as President, and the Company
is not permitted to confer equal or greater authority on any other employee
(except that the Company may confer greater authority on Mr. Wunsch). Mr.
Schaetzle's agreement permits him to devote a non-material amount of his time to
High Five Productions, the production company he was managing partner of prior
to his employment by the Company.
The Company has entered into a two-year employment agreement with Constance
D. Baer, which expires on August 14, 1997, to secure Ms. Baer's services as Vice
President of Marketing and Artist Development. Base salary under the agreement
is $140,000, to increase on August 15, 1996 by no less than the percentage
increase in the Consumer Price Index during that one-year period. Ms. Baer is
eligible to participate in the Company's Executive Incentive Plan ("EIP"),
pursuant to which the maximum bonus payable to any plan participant, assuming
the highest level of the Company's gross sales and income goals are achieved, is
30% of base salary, and received a signing advance of $10,000 in August 1995.
The agreement provides that Ms. Baer is entitled to payment of the base salary
thereunder for the unexpired term thereof in the event her employment is
terminated without cause by the Company.
The Company has entered into a two-year employment agreement (with an
option by the Company for a one-year extension) with Bradley W. Chambers, to
expire, unless extended, on October 9, 1997, in connection with Mr. Chambers
services as
11
Vice President of Promotion. Base salary under the agreement is $140,000, to
increase on October 9, 1996 by no less than the percentage increase in the
Consumer Price Index during that one-year period. Mr. Chambers is eligible to
participate in the EIP, and he received a signing advance of $25,000 in October
1995, which amount can be recouped by the Company against future bonus
compensation paid to Mr. Chambers under the EIP. The agreement provides that
Mr. Chambers is entitled to payment of the base salary thereunder for the
unexpired term thereof in the event his employment is terminated without cause
by the Company.
The Company has entered into a three-year employment agreement with Tracy
Gershon Fishell, to expire on August 14, 1998, to secure Ms. Gershon's services
as Vice President of Artists and Repertoire. Base salary under the agreement is
$100,000, to increase on August 14, 1996 and August 14, 1997 by no less than the
percentage increase in the Consumer Price Index during the prior year's period.
Ms. Gershon is eligible to participate, at her option, in either the EIP or the
A&R Bonus Plan (when and if established by the Company), pursuant to which her
bonus compensation will be a reflection of album sales by artists signed by
Gershon to the Company's label. The agreement provides that Ms. Gershon is
entitled to payment of the base salary thereunder for the unexpired term thereof
in the event her employment is terminated without cause by the Company.
BOARD COMPENSATION COMMITTEE REPORT ON OPTION REPRICING
On December 29, 1995, the Company entered into Incentive Stock Option
Agreements with each of Constance D. Baer, Bradley W. Chambers, Tracy Gershon
Fishell and Wayne R. Halper that cancelled stock options previously granted to
those employees pursuant to the Veritas 1995 Stock Option Plan (the "Plan"), and
regranted the same number of options under the Plan to each of such employees,
at a lower exercise price. The prior options granted pursuant to the Plan were
granted at "fair market value" (defined in the Plan as the mean of the high and
low sales prices on the principal exchange on which the security is traded on
the date of grant), at prices ranging from $6.88 to $8.63 per share. In the
entertainment industry, to be able to secure the requisite executive managerial
and creative expertise, it is crucial to be in a position to offer hired
executives incentive compensation in the form of options to enhance the
attractiveness of the overall compensation package. Because the trading price
of the Common Stock of the Company has decreased since the date of original
grant of the options, the exercise prices of the options were far above the
market value of the Company's Common Stock, and not deemed a sufficient
incentive for their intended purpose. Therefore, the Compensation Committee
12
determined (and the Board of Directors ratified) the cancellation of the
outstanding options on December 29, 1995, and the re-issuance of the same number
of options to the same executives, at the "fair market value" on the date of
such cancellation and regrant, or $5.50.
Frank M. Bumstead Charles M. Flood, Jr. Donald A. Schlitz
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are entitled to receive $100
for each Board of Directors or committee meeting attended, up to a maximum of
$600 per year. Directors who are employed by the Company receive no Directors'
fees. The Company reimburses its Directors for reasonable out-of-pocket
expenses incurred in connection with meetings of the Board of Directors or
committee meetings attended.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
High Five Productions ("HFP"), a multimedia production company of which
Stanley O. Schaetzle, Jr., President and a Director of the Company, was the
managing partner prior to his involvement with the Company, and for which Mr.
Schaetzle remains a consulting partner, performed certain services for the
Company and its artists relating to the creation and production of music videos
during the fiscal year ended January 31, 1996, for which HFP was paid an
aggregate of $61,692 in fees and expenses. The Company believes it was able to
obtain HFP's services and expertise at better than market rates due to Mr.
Schaetzle's affiliation with both the Company and HFP.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
The Company's directors and executive officers are required under the
Securities Exchange Act of 1934 to file reports of ownership and changes in
beneficial ownership of the Company's equity securities with the SEC. Copies of
those reports must also be furnished to the Company. Based solely on a review
of the copies of reports furnished to the Company and written representations
that no Forms 5 were required, the Company believes that during the fiscal year
ended January 31, 1996, all filing requirements applicable to directors and
executive officers were complied with, except that amended Forms 3 were filed by
Messrs. Bumstead and Flood, to reflect their beneficial ownership of shares of
the Company's Common Stock held by FBMM (see Note 2 to the table on page 7 of
this Proxy Statement), and by Messrs. Schaetzle and Wunsch, to
13
reflect their beneficial ownership of shares of the Company's Common Stock over
which they jointly hold an irrevocable voting proxy, granted to them by various
stockholders of the Company (see Notes 4 and 5 to the table on page 7 of this
Proxy Statement). The correct beneficial ownership of the Common Stock of the
Company by these individuals was disclosed at page 36 of Amendment No. 4 to the
Company's Registration Statement on Form SB-2 (Registration No. 33-90794), filed
with the SEC on July 17, 1995.
PROPOSAL TO CHANGE THE COMPANY'S NAME TO IMPRINT RECORDS
The Board of Directors has determined, and hereby recommends to the
stockholders, to amend the Company's Charter to change the Company's corporate
name to "Imprint Records, Inc." The Board of Directors made its determination
to recommend a change in the Company's name because of concerns regarding its
ability to continue to develop its image and promote its artists and records
using the Veritas name. On August 22, 1995, the U.S. Patent and Trademark
Office rejected the Company's application to register "Veritas" as the tradename
of the Company. On January 17, 1996, a third party objected in writing to the
Company's use of the name Veritas and demanded that the Company cease doing so.
The Company acquiesced in the request and since February 9, 1996, the Company
has been doing business under the name Imprint Records in accordance with
Section 48-14-101(d) of the Tennessee Business Corporation Act. Attached
hereto as Exhibit A is a copy of the Amendment to the Company's Charter that the
---------
Company will file with the Tennessee Secretary of State should the stockholders
approve this amendment.
RATIFICATION OF SELECTION OF AUDITORS
The stockholders are to take action upon ratification of the selection of
Drucker, Math & Whitman as auditors of the Company for its fiscal year ending
January 31, 1997. Representatives of Drucker, Math & Whitman are expected to be
present at the meeting and will have the opportunity to make a statement if they
desire to do so and be available to respond to appropriate questions. Drucker,
Math & Whitman was the independent accountant for the Company for its fiscal
year ended January 31, 1996 and has served as the Company's public accountant
since its inception. While ratification by the stockholders of the appointment
of Drucker, Math & Whitman is not required by Tennessee law or by the Company's
Charter or By-laws, management of the Company believes that such ratification is
desirable. If the selection of Drucker, Math & Whitman is not ratified, or
prior to the next annual meeting of stockholders such firm shall decline to act
or otherwise
14
become incapable of acting, or if its engagement shall be otherwise discontinued
by the Board of Directors, the Board of Directors will appoint other independent
accountants whose selection for any period subsequent to the next annual meeting
will be presented for stockholder approval at such meeting.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the Proxy Statement for the
next annual meeting must be received by the Company at its principal executive
offices by December 31, 1996.
GENERAL
The Board of Directors did not know of any business constituting a proper
subject for action by the stockholders to be presented to the meeting other than
as set forth in this Proxy Statement. However, if any other matter should
properly come before the meeting, the persons named in the enclosed form of
proxy intend to vote such proxy in accordance with their best judgment.
The Company's 1996 Form 10-KSB Annual Report to the Securities and Exchange
Commission, exclusive of exhibits, has been mailed to each stockholder with this
Proxy Statement.
The Company will bear the entire cost of preparing, assembling, printing
and mailing this Proxy Statement, the accompanying proxy, the Annual Report on
Form 10-KSB and any additional material which may be furnished to stockholders.
Solicitation material will be furnished to brokers, fiduciaries and custodians
to forward to beneficial owners of stock held in their names, and the Company
will reimburse these organizations in accordance with the New York Stock
Exchange schedule of charges for the cost of forwarding proxy material to such
beneficial owners. The solicitation of proxies will also be made by the use of
the mails and through direct communication with certain stockholders or their
representatives by officers, directors or employees of the Company, who will
receive no additional compensation therefor.
By Order of the Board of Directors,
FRANK M. BUMSTEAD, Secretary
15
EXHIBIT A
---------
Corporate Control No. 0287284
ARTICLES OF AMENDMENT
OF
CHARTER OF
VERITAS MUSIC ENTERTAINMENT, INC.
(Pursuant to the provisions of Section 48-20-106
of the Tennessee Business Corporation Act)
The undersigned, duly authorized to act on behalf of the above-
referenced corporation, hereby certifies the following:
1. The name of the corporation is:
Veritas Music Entertainment, Inc.
2. The Board of Directors and stockholders of the corporation have
approved and ratified the following amendment to the corporation's charter:
Section 1 of the corporation's Charter is hereby deleted in its
entirety, and is hereby replaced with the following:
"1. The name of the corporation is:
Imprint Records, Inc."
3. The above amendment to the corporation's Charter was duly adopted
by the corporation's Board of Directors on April 23, 1996, and duly adopted by
the corporation's stockholders at the 1996 annual meeting, held June 28, 1996.
Dated: June 28, 1996
Veritas Music Entertainment, Inc.
By:______________________________
Roy W. Wunsch
Chairman and Chief
Executive Officer
VERITAS MUSIC ENTERTAINMENT, INC.
This Proxy is Solicited on Behalf of the
Board of Directors
FRANK M. BUMSTEAD and ROY W. WUNSCH, and each of them, each with full
power of substitution, hereby are authorized to vote, by a majority of those or
their substitutes present and acting at the meeting or, if only one shall be
present and acting, then that one, all of the shares of Veritas Music
Entertainment, Inc. that the undersigned would be entitled, if personally
present, to vote at its 1996 annual meeting of stockholders and at any
adjournment thereof, upon such business as may properly come before the meeting,
including the items set forth on the reverse side and in the notice of annual
meeting and the proxy statement.
Election of Directors - Nominees:
Frank M. Bumstead, Charles M. Flood, Jr., Stanley O.
Schaetzle, Jr., Donald A. Schlitz and Roy W. Wunsch
PLEASE COMPLETE, DATE AND SIGN ON REVERSE SIDE AND RETURN
PROMPTLY
[X] Please mark your votes as in this example.
Unless otherwise specified, this proxy will be voted FOR
Proposals 1, 2 and 3.
The Board of Directors recommends a vote FOR Proposals 1, 2,
and 3.
1. Election of Directors FOR
(SEE OTHER SIDE) ALL AUTHORITY WITHHELD
NOMINEES AS TO ALL NOMINEES
[ ] [ ]
For, except vote withheld for the following nominee(s):
___________________________________________________
FOR AGAINST ABSTAIN
1. Proposal to Change Company's [ ] [ ] [ ]
Name to "Imprint Records, Inc."
FOR AGAINST ABSTAIN
2. Selection of Drucker, Math & [ ] [ ] [ ]
Whitman, P.C. as auditors
NOTE: Please sign exactly as your name
appears hereon. If the named holder is a
corporation, partnership or other
association, please sign its name and add
your name and title. When signing as an
attorney, executor, administrator, trustee or
guardian, please also give your full title.
If shares are held jointly, ALL holders
should sign.
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Signature(s) Date