Interesting history for this one
I remember that last year there was a swiss address listed on pink sheets-----not there anymore though
RSVP from DEF 14A Filing Date:4/30/1997
The following table sets forth certain information, as of April 28,
1997, to the knowledge of the Company, regarding the beneficial ownership of
Common Stock, which is the Company's only class of outstanding voting
securities, by each Shareholder who owns more than 5% of the outstanding shares,
by each director and nominee for election as director, by each of the named
executive officers of the Company and by all directors and executive officers of
the Company as a group. The information set forth in the table and accompanying
footnotes has been furnished by the named beneficial owners. Since the table
reflects beneficial ownership determined pursuant to the applicable rules of the
Securities and Exchange Commission, the information is not necessarily
indicative of beneficial ownership for any other purpose.
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership Percent of Class
------------------------ -------------------- ----------------
Byron Preiss 987,000 (1) 13.8%
Viacom International, Inc. 1,167,375 (2) 15.6%
AWM Investment 427,800 (3) 6.0%
Company, Inc.
Martin L. Berman 142,000 (4) 2.0%
Phyllis Berman 177,833 (4) 2.5%
Alison A. Berman 177,833 (4) 2.5%
Lifetime Income Trust
Mark K. Berman 177,833 (4) 2.5%
Lifetime Income Trust
James R. Dellomo 26,665 (5) *
Matthew Shapiro 8,333 (6) *
Jack Romanos -0- (7) *
Marvin Sharfstein 3,333 (8) *
Roger Cooper -0- (9) *
Andrew K. Gardner 704,348 (10) 9.4%
Allied Balkan 785,176 (11) 10.9%
Baybridge Securities 753,769 (12) 10.5%
Blue Chip Securities 753,769 (13) 10.5%
AT Investments 219,849 (14) 3.1%
3
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership Percent of Class
------------------------ -------------------- ----------------
All Directors and 1,025,331 (1)(5)(6) 14.2%
Executive Officers (7)(8)(9)
as a Group (6 persons)
--------------------------------------------------------------------------------
* Less than 0.1%
(1) Excludes approximately 78,987 shares of Common Stock owned by Preiss
Charitable Foundation, Inc., a New York not-for-profit corporation, of
which Mr. Preiss is a Director and Officer. Mr. Preiss disclaims
beneficial ownership of such shares. Mr. Preiss' business address is
c/o Byron Preiss Multimedia Company, Inc. 24 West 25th Street, New
York, New York 10010.
(2) These shares are owned of record by Viacom International Inc., which is
a subsidiary of Viacom Inc. The address of Viacom International Inc. is
1515 Broadway, New York, New York 10036. National Amusements, Inc. is a
controlling shareholder of Viacom Inc. Sumner M. Redstone is the
controlling shareholder of National Amusements, Inc. and is the
Chairman of the Board and Chief Executive Officer of Viacom Inc. and
Viacom International Inc. The address of National Amusements, Inc. is
200 Elm Street, Dedham, Massachusetts 02026. Includes warrants to
purchase an additional 315,000 shares of Common Stock, which can be
exercised within 60 days by Viacom International Inc. at $7.00 per
share. Excludes the shares underlying the Additional Warrant (as
hereinafter defined). See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS."
(3) In a Schedule 13G dated January 31, 1997 it was reported that 427,800
shares of common stock of the Company are beneficially owned by Austin
W. Marxe and AWM Investment Company, Inc., a Delaware corporation
("AWM"). This amount is comprised of 176,300 shares of common stock and
153,500 Warrants owned by Special Situations Fund III, L.P., a Delaware
limited partnership (the "Special Fund"), and 56,700 shares of common
stock and 41,300 Warrants owned by Special Situations Cayman Fund,
L.P., a limited partnership formed under the laws of the Cayman Islands
(the "Cayman Fund"). Austin W. Marxe is the President and Chief
Executive Officer of AWM, which is an investment adviser registered
under the Investment Advisers Act of 1940, as amended (the "Investment
Advisers Act") and an investment advisor and general partner of the
Cayman Fund. Austin W. Marxe is the principal limited partner of MGP
Advisers Limited Partnership, a Delaware limited partnership ("MGP"),
which is an investment adviser under the Investment Advisers Act and an
investment adviser and general partner of the Special Fund. AWM, which
is principally owned by Austin W. Marxe, serves as the sole general
partner of MGP. Mr. Marxe is principally responsible for the selection,
acquisition and disposition of the portfolio securities by AWM on
behalf of MGP, the Special Fund and the Cayman Fund. The principal
office and business address of said reporting persons is 153 East 53rd
Street, New York, New York 10022.
(4) On December 28, 1994, as a result of the liquidation by the Berman
CD-Rom Partnership, L.P. a New York limited partnership, of all of such
partnership's holdings of Common Stock of the Company, 1,067,000 shares
of Common Stock were distributed, in part, as follows: Martin L. Berman
(182,000 shares), Phyllis Berman (177,833 shares), Alison A. Berman
Lifetime Income Trust (177,833 shares), Mark K. Berman Lifetime Income
Trust (177,833 shares), Steven E. Berman (45,000 shares) and Martin L.
Berman Foundation (51,033 shares) (the "Berman Group"). In the
aggregate, the Berman Group owns approximately 19% of the Company's
Common Stock. Each of the persons or entities comprising the "Berman
Group" disclaims beneficial ownership of shares of Common Stock owned
by each of the other persons or entities within the Berman Group, and
each of them expressly disaffirms the existence of a group. The address
of each of the persons or entities comprising the Berman Group is c/o
Steven E. Berman, One Bridge Plaza, Fort Lee, New Jersey 07024. See
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."
(5) Mr. Dellomo's business address is c/o Byron Preiss Multimedia Company,
Inc., 24 West 25th Street, New York, New York 10010. Includes 26,665
shares that Mr. Dellomo has a right to acquire within 60 days upon the
exercise of options.
(6) Mr. Shapiro's business address is c/o NBC, 30 Rockefeller Plaza, room
4625E, New York, New York. Includes 8,333 shares that Mr. Shapiro has a
right to acquire within 60 days upon the exercise of options.
4
(7) Excludes the shares of Common Stock beneficially owned by Viacom
International Inc., of which Mr. Romanos is an executive officer of an
affiliate thereof. Mr. Romanos' business address is c/o Simon &
Schuster, Consumer Group, 1230 Avenue of the Americas, New York, New
York 10020.
(8) Mr. Sharfstein's business address is 6 Three Ponds Road, Newtown,
Pennsylvania 18940. Includes 3,333 shares that Mr. Sharfstein has a
right to acquire within 60 days upon the exercise of options.
(9) Mr. Cooper's business address is c/o The Doubleday Book and Music Club,
1540 Broadway, New York, New York.
(10) Mr. Gardner's business address is c/o Dolphin, Inc. 10 Foster Street,
Suite A2, Gibbsboro, NJ 08026. Includes 304,348 shares of common stock,
which can be exercised within 60 days by Andrew K. Gardner at $5.75 per
share, pursuant to the terms of a Convertible Note issued by the
Company to Andrew K. Gardner. See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS."
(11) The address of Allied Balkan is Bowater House, Knightsbridge, London
U.K.
(12) The address of Baybridge Securities is 11 Quai Des Berges, Geneva,
Switzerland.
(13) The address of Blue Chip Securities is, 78 Rue Du Rhone, Geneva,
Switzerland.
(14) The address of AT Investments is, 78 Rue Du, Rhone, Geneva,
Switzerland.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Meeting, five directors are to be elected to serve until the
next annual meeting of Shareholders or until their successors are elected and
qualified. The persons named in the enclosed form of proxy have advised that,
unless contrary instructions are received, they intend to vote FOR the election
of the five individuals named in the following table. All of the nominees are
currently directors of the Company.
The Board of Directors does not expect that any of the nominees will be
unavailable for election as a director. If by reason of an unexpected occurrence
one or more of the nominees is not available for election, however, the persons
named in the form of proxy have advised that they will vote for such substitute
nominees as the Board of Directors of the Company may propose. See "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" for information regarding
such persons' beneficial ownership of Common Stock.
Information Concerning the Director-Nominees
The name, age, principal occupation, other business affiliations and
other information (relating to the past five or more years) concerning each
nominee, and, where applicable, the year each was first elected a director of
the Company, are set forth below:
5
Byron Preiss, 44, is a founder of the Company and has served
as President, Chief Executive Officer and Chairman of the Board of
Directors since the Company's inception in July 1992. In April 1974,
Mr. Preiss founded Byron Preiss Visual Publications, Inc.,
headquartered in New York City. Since April 1974, Mr. Preiss has served
as the President and Chief Executive Officer of Byron Preiss Visual
Publications, Inc. and certain related entities. Mr. Preiss received a
B.A. degree from the University of Pennsylvania in 1973 and a M.A.
degree from the Film and Broadcast Management program at Stanford
University in 1974.
James R. Dellomo, 56 - has served as Chief Financial Officer
of the Company since June, 1994 and Treasurer and a director since July
1994. From January 1993 through August 1993, Mr. Dellomo served as the
Chief Financial Officer of Rio Sportswear, Inc. From January 1992
through January 1993, Mr. Dellomo was a consultant to the Commonwealth
of Puerto Rico - Industrial Development Administration. From 1974
through 1991, Mr. Dellomo held the positions of Vice President -
Finance, Treasurer and Secretary of Knogo Corporation, a NYSE listed
company. Mr. Dellomo also served as a Director of Knogo Corporation.
Matthew Shapiro, 49 - has served as Vice President of Network
Development of NBC since January, 1996. From September 1995 until
December, 1996, Mr. Shapiro served as a freelance consultant in the
television industry. Mr. Shapiro held several executive positions, such
as Corporate Vice President of Programming, at MMT Inc. (a corporation
which represents and advises television stations throughout the United
States) from 1982 until September 1995 when MMT, Inc. was sold to a
competing company. Mr. Shapiro has served as a director of the Company
since March 1994.
Jack Romanos, 54 - since 1991, Mr. Romanos has served as the
President of the Consumer Group of Simon & Schuster, the publishing
operation of Viacom Inc., where he is responsible for the publishing
activities of all divisions of the Consumer Group. Prior thereto, Mr.
Romanos served as the President of the Mass Market Division of Simon &
Schuster, since 1987. Mr. Romanos has served as a director of the
Company since June, 1995.
Roger Cooper, 52 - has served as Vice President and Editorial
Director of Doubleday Direct since August, 1995. Doubleday Direct is a
book club division of Bertelsmann, consisting of twelve bookclubs
including The Literary Guild. From August, 1993 through August, 1995,
Mr. Cooper served as the Senior Vice President, Publisher of the Mass
Market Division of St. Martin's Press. Prior thereto, Mr. Cooper was
the Senior Vice President, Publisher of Berkeley Publishing Group. Mr.
Cooper has served as a director of the Company since October, 1995.
The Board of Directors recommends that the Shareholders vote FOR the
election of each nominee for director named above.
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