-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pye7vYjsTErMaEOf//8D3DKpOzVd0M3xxSG8Z3eWyLo2S8pj/Ah1uzwAzKMfKYi4 mG3efW5SGaNDoYr1plg7NA== 0000950170-96-000297.txt : 19980423 0000950170-96-000297.hdr.sgml : 19980423 ACCESSION NUMBER: 0000950170-96-000297 CONFORMED SUBMISSION TYPE: PREN14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960714 FILED AS OF DATE: 19960603 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHOICES ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000822935 STANDARD INDUSTRIAL CLASSIFICATION: 7841 IRS NUMBER: 521529536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREN14A SEC ACT: SEC FILE NUMBER: 000-17001 FILM NUMBER: 96576175 BUSINESS ADDRESS: STREET 1: 81 BIG OAK RD STREET 2: STE 205 CITY: MORRISVILLE STATE: PA ZIP: 19067 BUSINESS PHONE: 2154281000 MAIL ADDRESS: STREET 1: 81 BIG OAK RD SUITE 205 CITY: MORRISVILLE STATE: PA ZIP: 19067 FORMER COMPANY: FORMER CONFORMED NAME: DATAVEND INC DATE OF NAME CHANGE: 19900401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACAULAY ROBERT B AS ATTY OF CMMTTEE MAX CHOICE STCKHLDR VLU CENTRAL INDEX KEY: 0001015773 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: PREN14A BUSINESS ADDRESS: STREET 1: 201 SOUTH BISCAYNE BLVD STE 1402 STREET 2: C/O OLLE MACAULAY & ZORRILLA PA CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3053589200 MAIL ADDRESS: STREET 1: 201 PREN14A 1 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /___/ Filed by a Party other than the Registrant / X / Check the appropriate box: / X / Preliminary Proxy Statement /___/ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /___/ Definitive Proxy Statement /___/ Definitive Additional Materials /___/ Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12 CHOICES ENTERTAINMENT CORPORATION (COMMISSION FILE NO. 0-17001) (Name of Registrant as Specified in Its Charter) COMMITTEE FOR MAXIMIZING CHOICES STOCKHOLDER VALUE (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): / X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. /___/ $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). /___/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: - - - ------------------------------------------------------------------------------- PRELIMINARY COPY THE COMMITTEE FOR MAXIMIZING CHOICES STOCKHOLDER VALUE ------------------------------------------ INFORMATION STATEMENT FOR REMOVAL AND REPLACEMENT OF THE BOARD OF DIRECTORS OF CHOICES ENTERTAINMENT CORPORATION Dear Fellow Choices Stockholder: This information statement is being furnished by a group of concerned stockholders (the "Committee") of Choices Entertainment Corporation (the "Company" or "Choices") for the purpose of removing and replacing the Board of Directors of the Company pursuant to action by written consent of a majority in voting interest of the stockholders of the Company through resolutions in the form attached hereto as Exhibit "A" (the "Consent"). The Consent must be signed and returned to the Committee at 4949 River Point Road, Jacksonville, Florida 32207, on or before July 14, 1996. Once a stockholder has signed and delivered the Consent, he may not revoke the Consent. This information statement is first being mailed or otherwise delivered to selected Company stockholders on or about June 14, 1996. THE COMMITTEE This solicitation is made by the Committee. The members of the Committee are: Carl Shaifer, Joseph DeSaye, Max Scheuerer, Maureen and Lawrence Feeney, William and Evelyn Goatley, P.L. Anderson, Jr., Harold E. Hamburg, David F. Beckman, Mark and Barbara Raifman and Frank Harvey, all of whom are stockholders of the Company. SOLICITATION OF CONSENTS The entire expense of preparing, assembling, printing, mailing and/or faxing this information statement and the accompanying Consents and the cost of soliciting the Consents described herein will be borne by the Committee. The Committee estimates that its total expenditures relating to this solicitation will be $15,000. To date, the Committee has incurred approximately $___________ of such expenses. The Committee will seek reimbursement from the Company for its expenses and will not request stockholder approval of such reimbursement. The Consents will be solicited by mail, fax, personal solicitation, telephone or otherwise, by Carl Shaifer, other Committee members and The JansKen Group, Inc., a Florida business consulting corporation retained by the Committee ("JansKen"). The Committee has agreed to pay JansKen for its solicitation services a fee of $1,000 plus expenses. NOMINEES FOR THE COMPANY'S BOARD OF DIRECTORS The Committee's nominees for director (the "Nominees") are listed below. Each of the Nominees has consented to be listed in this information statement and to serve as a director if elected. The following information concerning age, principal occupation and directorships has been furnished to the Company by the Nominees. CARL SHAIFER, age 64, is Chairman of Foxfire Printing, a division of MicroLeague Multimedia, Inc. ("MMI"), Philadelphia, Pennsylvania. He has been a director of MMI since 1989. He was previously a data processing sales representative with IBM from 1957 to 1960. He then joined the Winchell Company, a Philadelphia-based creative printing company, where he served as President from 1972 to 1985 and as Chairman from 1985 to 1994. Mr. Shaifer received his A.B. with honors from Princeton University and his MBA in marketing from the Wharton Graduate Division of the University of Pennsylvania. He has served as President of the Wharton Graduate Alumni Society. JOSEPH DESAYE, age 35, has been Vice President of Operations and a director of Fashion Marketing Inc. ("FMI"), Carteret, New Jersey, since 1981. FMI is a sales, marketing and management company which serves international ocean and air freight forwarders and provides management services for affiliated warehousing, distribution and trucking companies. Mr. DeSaye serves on the board of directors of certain affiliated companies: F.M.I. Trucking Inc. (since 1987), a local import and domestic transportation company serving Pennsylvania, New Jersey and Delaware; F.M.I. Express Corp. (since 1987), a line haul trucking company serving the Eastern Seaboard as well as the Southern tier states to California; and FMI International Corp. (since 1996), a warehousing and distribution company formed subsequent to the dissolution of a jointly held affiliate, DSL Atlantic Inc. MAX SCHEUERER. Since 1967, Mr. Scheuerer, age 54, has been the president, principal shareholder and chief executive officer of Village Bakery at Livingston, Inc., a retail bakery company in Livingston, New Jersey. Since 1970, he has been the president, principal shareholder and chief executive officer of Suburban Essex Realty Company in Livingston, New Jersey. He has been a licensed real estate broker in New Jersey since 1994. STOCK OUTSTANDING To the knowledge of the Committee, the Company has 22,004,365 shares of common stock outstanding, and each share is entitled to one vote. In addition, to the knowledge of the Committee, the Company has outstanding 34 shares of Series C Preferred Stock, which is entitled to 40,000 votes per share, for a total of 1,360,000 votes attributable to the preferred 2 stock. The removal and replacement of the Company's Board of Directors sought pursuant hereto will require execution and delivery of the Consent by stockholders owning common and/or preferred stock with an aggregate of at least 11,002,183 votes. REASONS FOR THE SOLICITATION The Committee is seeking execution and delivery of the Consents because it believes that the performance of the Company, as reflected in its filings with the Securities and Exchange Commission, has been very poor under the direction of the existing Board of Directors and that new management is needed immediately. Further, the existing Board of Directors has failed to hold any meetings of stockholders or any elections of directors since at least 1992. The Committee believes that its Nominees are qualified and capable businessmen who will act in the best interests of the stockholders and that the prospects for the Company's success will be much greater if the existing Board is replaced by the Nominees. THE COMMITTEE FOR MAXIMIZING CHOICES STOCKHOLDER VALUE 3 THIS CONSENT IS BEING SOLICITED ON BEHALF OF THE COMMITTEE FOR MAXIMIZING CHOICES STOCKHOLDER VALUE ACTION OF A MAJORITY IN VOTING INTEREST OF THE SHAREHOLDERS OF CHOICES ENTERTAINMENT CORPORATION BY WRITTEN CONSENT The undersigned, comprising a majority in voting interest of the shareholders of Choices Entertainment Corporation, a Delaware corporation (the "Company"), hereby consent in writing, without a meeting, to the following action pursuant to Section 228 of the Delaware General Corporation Law: RESOLVED, that John A. Boylan, Ronald W. Martignoni and Fred E. Portner are removed from the Board of Directors of the Company effective immediately. FURTHER RESOLVED, that Carl Shaifer, Joseph DeSaye and Max Scheuerer are hereby elected to the Board of Directors of the Company to serve until the next annual meeting of shareholders or until their respective successors are duly elected and qualified.
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EXHIBIT "A" -----END PRIVACY-ENHANCED MESSAGE-----