SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[X] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
INDEPENDENT MUSIC GROUP, INC.
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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INDEPENDENT MUSIC GROUP, INC.
71 Great Pasture Road
Redding, Ct. 06896
PRELIMINARY INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY, AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Independent Music Group, Inc., a Delaware corporation (the "Company"), in
connection with the proposed adoption of a Certificate of Amendment to the
Company's Certificate of Incorporation (the "Amendment") by the written consent
of the holders of a majority in interest of the Company's Voting Capital Stock
("Voting Capital Stock") consisting of the Company's outstanding Common Stock
("Common Stock"). The Company's Board of Directors on October ___, 1999,
approved and recommended by written consent that (i) the Certificate of
Incorporation be amended in order to effectuate a name change from "Independent
Music Group, Inc." to "Falcon Entertainment Corp." and (ii) to increase the
Company's authorized capital stock to 20,000,000 shares. The proposed Amendment
to the Certificate of Incorporation will become effective upon the filing of the
Certificate of Amendment to the Certificate of Incorporation with the Secretary
of State of the State of Delaware. The Company anticipates that the filing of
the Amendment will occur on or about December __, 1999. If the proposed
Amendment was not adopted by written consent, it would have been required to be
considered by the Company's stockholders at a special stockholders' meeting
convened for the specific purpose of approving the Amendment.
The elimination of the need for a special meeting of stockholders to
approve the Amendment is made possible by Section 228 of the Delaware General
Corporation Law (the "Delaware Law") which provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a special meeting. Pursuant to Section
242 of the Delaware Law, a majority of the outstanding shares of voting capital
stock entitled to vote thereon is required in order to amend the Company's
Certificate of Incorporation. In order to eliminate the costs and management
time involved in holding a special meeting and in order to effect the Amendment
as early as possible in order to accomplish the purposes of the Company as
hereafter described, the Board of Directors of the Company voted to utilize the
written consent of the holders of a majority in interest of the Voting Capital
Stock of the Company. As discussed hereafter, the Board of Directors has
recommended the name change amendment in order to more accurately reflect the
diversified business activities of the Company which include television
programming and operation of a Web Portal as well as music entertainment.
Furthermore, the Board of Directors has recommended the increase in the
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Company's authorized Capital Stock from 10,000,000 to 20,000,000 in order to
facilitate a business transaction with OlympuSAT Inc., a division of
Ocean Communications, Inc. ("OlympuSAT") which is the subject of a letter of
intent.
James Fallacaro, who owns in the aggregate 8,555,000 shares of Common
Stock of the Company, representing approximately 88.3% (as of November __, 1999)
of the outstanding voting capital stock of the Company entitled to vote on the
Amendment, will give his written consent to the adoption of the Amendment
described in this Information Statement on or about November __, 1999. The
written consent to the Amendment by the majority shareholder becomes effective
upon the filing of the written consent with the Secretary of the Company. The
Company will prepare and file a Certificate of Amendment to its Certificate of
Incorporation with the State of Delaware effecting the Name Change to Falcon
Entertainment Corp. and the increase in the Company's authorized common stock.
The Company anticipates that the filing of the Amendment will occur on or about
December __, 1999. The date on which this Information Statement was first sent
to the stockholders is on or about November __, 1999. The record date
established by the Company for purposes of determining the number of outstanding
shares of voting capital stock of the Company is November __, 1999 (the "Record
Date").
Pursuant to Section 228 of the Delaware Law, the Company is required to
provide prompt notice of the taking of the corporate action without a meeting to
stockholders who have not consented in writing to such action. Inasmuch as the
Company will have provided to its stockholders of record this Information
Statement, the Company will notify its stockholders at the time of distribution
of its next Quarterly Report on Form 10-Q of the effective date of the
Amendment. No additional action will be undertaken pursuant to such written
consents, and no dissenters' rights under the Delaware Law are afforded to the
Company's stockholders as a result of the adoption of the Amendment.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 9,691,475 shares of Common Stock
outstanding. The Common Stock constitutes the sole class of voting securities of
the Company. Each share of Common Stock entitles the holder thereof to one vote
on all matters submitted to stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth Common Stock ownership information as of
the Record Date, with respect to (i) each person known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock; (ii) each
director of the Company; (iii) each person intending to file a written consent
to the adoption of the Amendment described herein; and (iv) all directors,
executive officers and designated stockholders of the Company as a group. This
information as to beneficial ownership was furnished to the Company by or on
behalf of the persons named. Unless otherwise indicated, the business address of
each person listed is 71 Great Pasture Road, Redding, Connecticut 06896.
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Shares
Beneficially Percent
Name Owned(1) of Class
- ---- -------- --------
James Fallacaro(2) 8,555,000 88.3%
Corinne Fallacaro(3) 76,658 *
Anthony Escamilla(4) 100,000 *
- -----------------------------
*Denotes less than 1%
All executive officers, directors and
designated stockholders as a group 8,731,658 90.1%
(3 persons)
- -------------------------
(1) Except as otherwise indicated in the footnotes below, each stockholder
has sole power to vote and dispose of all the shares of Common Stock
listed opposite his name.
(2) James Fallacaro is Director, Chairman and President of Independent
Music Group, Inc. Does not include 76,658 shares of Independent Music
Group's Common Stock owned by Corinne Fallacaro, James Fallacaro's
wife, which he disclaims beneficial interest.
(3) Corinne Fallacaro is Director, Secretary and Treasurer of Independent
Music Group, Inc. Does not include 8,550,000 shares of Independent
Music Group's Common Stock owned by James Fallacaro, Corinne
Fallacaro's husband, which she disclaims beneficial interest.
(4) Mr. Escamilla is Director and Executive Vice President of Independent
Music Group, Inc.
AMENDMENT TO CERTIFICATE TO EFFECT NAME CHANGE AND TO
INCREASE AUTHORIZED SHARES OF CAPITAL STOCK.
Generally.
- ----------
The Board of Directors of the Company proposes (i) to amend Article One
of the Company's Certificate of Incorporation to change the name of the Company
and (ii) to amend Article Four of
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the Company's Certificate of Incorporation to increase the number of Authorized
Shares of Common Stock to 20,000,000, par value .00005.
Reasons for the Proposed Name Change and Increase in Authorized Shares.
- -----------------------------------------------------------------------
The Board of Directors proposes to amend the Company's Certificate of
Incorporation to change its name from "Independent Music Group, Inc." to "Falcon
Entertainment Corp". The Company believes that the new name will promote public
recognition of the Company and reflect the transformation of the Company's
business focus from strictly music entertainment to a diversified multimedia
entertainment company, including television programming and the design and
operation of an entertainment-themed Web Portal.
The Company is currently authorized to issue 10,000,000 shares of
Common Stock, $.00005 par value, of which 9,691,475 shares were issued and
outstanding at the close of business on the Record Date. The Board of Directors
of the Company has executed a Letter of Intent with OlympuSAT, Inc.
("OlympuSAT"), a division of Ocean Communications, Inc., whereby OlympuSAT will
purchase the exclusive licensing rights to distribute the Company's programming
service to cable sytems and Direct Broadcast Satellite platforms via the
OlympuSAT digital transponder service for a period of five years. Pursuant to
the Letter of Intent, the Company will issue Common Stock to OlympuSAT upon
execution of the Agreements. At this time, the Company has issued and
outstanding approximately 9.7 million of its 10 million authorized shares. The
Company believes that an increase in the authorized Common Stock is necessary to
facilitate the transaction with OlympuSAT. The Company has no present agreement
to issue any additional securities, although the Company will require additional
capital to complete its business plan. In order to complete the plan, the
Company may require the issuance of shares of its Common Stock. Management of
the Company is not aware of any present efforts of any persons to accumulate
Common Stock or to obtain control of the Company, and the proposed increase in
authorized shares of Common Stock is not intended to be an anti-takeover device.
The amendment is being sought solely to augment liquidity, enhance corporate
flexibility, and to be more acceptable to the brokerage community and to
investors generally.
There can be no assurances, nor can the Board of Directors of the
Company predict what effect, if any, these proposed amendments will have on the
market price of the Company's Common Stock. The amendments are being sought
solely to enhance the image of the Company, its corporate flexibility, and to
facilitate its pending transaction with OlympuSAT.
No Dissenter's Rights.
- ----------------------
Under Delaware law, stockholders are not entitled to dissenter's rights
of appraisal with respect to the Company's proposed amendments to the Company's
Certificate of Incorporation to effect the name change and to increase the
authorized Capital Stock of the Company.
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The complete text of the proposed amendment to the Certificate of
Incorporation is set forth as Exhibit A to this Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/
-------------------------------------------
James Fallacaro, President, Director and
Chairman of Independent Music Group, Inc.
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EXHIBIT A
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
Independent Music Group, Inc.
Independent Music Group, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation has adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of the Corporation:
RESOLVED, that the Certificate of Incorporation of Independent Music
Group, Inc. be amended by changing Article I thereof, so that, as
amended, said Article I shall be and read as follows:
The name of the Corporation is "Falcon Entertainment Corp."
SECOND: That the Board of Directors of the Corporation has adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of the Corporation:
RESOLVED, that the Certificate of Incorporation of Independent Music
Group, Inc. be amended by changing Article IV to reflect the increased
aggregate number of authorized shares by incorporating the following
language:
"The aggregate number of shares which the Corporation shall have the
authority to issue is 20,000,000 shares of Common Stock, par value
$.00005 per share."
THIRD: That in lieu of a meeting and vote of stockholders, the holders
of outstanding shares of Common Stock having not less than the minimum number of
votes which would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted have given
their written consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.
FOURTH: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 and Section 228 of the General
Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James Fallacaro, its President, this ____ day of ________, 1999.
INDEPENDENT MUSIC GROUP, INC.
By: _______________________________
James Fallacaro, President
Director and Chairman of
Independent Music Group,
Inc.
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