SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[ x ] Definitive Information Statement
OLYMPUS MTM CORPORATION
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(Name of Registrant as Specified in its Charter)
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OLYMPUS MTM CORPORATION
2455 East Sunrise Blvd., Suite 401
Ft. Lauderdale, Florida
(888) 522-0958
INFORMATION STATEMENT
Special Meeting of Stockholders
to be held August 18, 1998
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
Purpose.
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This Information Statement is furnished in connection with a
special meeting of the stockholders of Olympus MTM Corporation., a Utah
corporation (the "Company"), to be held on Tuesday, August 18, 1998, at
5:00 p.m. Eastern Standard Time (the "Meeting"). The Meeting will be held
at the offices of the Company, 2455 East Sunrise Blvd., Suite 401 Ft.
Lauderdale, Florida. This Information Statement and the accompanying
Notice of Special Meeting of Stockholders are first being mailed to
stockholders on or about July 27, 1998. Only stockholders of record at the
close of business on July 24, 1998 (the "Record Date"), are entitled to
notice of and to vote at the Meeting.
The only matter to be presented to the Meeting has been adopted by
the unanimous resolution of the Board of Directors and is as follows:
(a) To amend the Company's Articles of Incorporation to change the name
of the Company from "Olympus MTM Corporation" to "The Internet
Advisory Corporation." Pursuant to an Agreement and Plan of Reorganization
dated June 22, 1998, the Company acquired all of the assets and liabilities
of the Internet Advisory Corporation, a Florida corporation. Please refer
to the Changes in Control section of this Information Statement for a more
detailed description of the Agreement and Plan of Reorganization. Also, see
the Company's Current Report on Form 8-K, dated July 2, 1998, which has
previously been filed with the Securities and Exchange Commission.
The Company is engaged in the business of providing web site
programming and web hosting to small, medium and large size companies. The
proposed name change is to more accurately reflect the Company's
business activities. Management does not believe that the name change will
have any material effect on the company's operations.
The Utah Revised Business Corporation Act (the "Utah Act") requires
the approval of a majority of all of the votes entitled to be cast on
the name change. See the caption "Voting Procedures," herein.
You are urged to attend the Meeting.
Record Date and Outstanding Shares.
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The Board of Directors has fixed July 24, 1998, as the record date for
the determination of holders of Common Stock entitled to notice of and to
vote at the Meeting and any adjournment thereof. At the close of business on
that date there will be 7,202,017 shares of Common Stock outstanding and
entitled to vote. Holders of Common Stock will be entitled to one voter per
share held.
Dissenters' Rights of Appraisal.
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The Utah Revised Statutes do not provide any dissenter's rights
with respect to the amendment of a corporation's Articles of Incorporation to
change its name. Therefore, no dissenter's rights of appraisal will be
given in connection with the Company's name change.
Interest of Certain Persons in Matters to be Acted Upon.
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No director, executive officer, nominee to become such, or any associate
of any of the foregoing persons, has any substantial interest, direct or
indirect, by security holdings or otherwise, in the change of the
Company's name from "Olympus MTM Corporation" to "The Internet Advisory
Corporation", which is not shared by all other stockholders, pro rata,
and in accordance with their respective interests in the Company.
Voting Securities and Principal Holders Thereof.
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As of July 24, 1998, the record date for the determination of holders
of the Company's common stock entitled to notice of and to vote at the
Meeting, a total of 7,202,017 shares of common stock were outstanding;
such shares are entitled to a total of 7,202,017 votes on the matter to
be voted on at the Meeting. Under Section 16-10a-702(4) of the Utah Act,
unless notice of the meeting is waived by all stockholders, only
business within the purposes described in the notice of stockholders'
meeting may be conducted at a special meeting of stockholders. Therefore,
management believes that no matter other than the amendment of the Company's
Articles of Incorporation to effect the name change will be presented at the
Meeting.
The following table sets forth the shareholdings of the Company's
directors and executive officers and those persons who owned more than 5% of
the Company's common stock as of the Record Date:
Number and Percentage
of Shares Beneficially
Name and Address Positions Held Owned
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Jeffrey Alan Olweean President and 1,452,900 - 20.2%
3850 Galt Ocean Drive, #706 Director
Ft. Lauderdale, FL 33308
Nicole Leigh Vice President 1,452,900 - 20.2%
215 NE 23rd St., #W309 and Director
Wilton Manors, FL 33305
Barbara Fytton Stockholder 2,809,800 - 39.0%
4 Cavendish Court and Director
Cardigan Road
Richmond, Surrey TW106BL
England
Francis Fytton Employee 2,909,800* -40.4%
150 NE 15th Ave., #1345
Ft. Lauderdale, FL 33301
Jenson Services, Inc. Stockholder 636,350 - 8.8%
5525 South 900 East, #110
Salt Lake City, Utah 84117
* With the exception of 100,00 shares, these shares are held of record
by Barbara Fytton, however, Mr. Fytton may be deemed to be their beneficial
owner due to family relations. Francis Fytton is Barbara Fytton's son.
Changes in Control.
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On June 22, 1998, a quorum of the Board of Directors of the
Company adopted, ratified and approved a Plan and Agreement of Reorganization,
whereby the Company purchased all of the assets and liabilities of The
Internet Advisory Corporation, a Florida corporation, for a total of
6,000,000 "unregistered" and "restricted" shares of the Company's common
stock. The Company's new Board of Directors consists of; Jeffrey A. Olweean,
Nicole Leigh and Barbara Fytton. This change of control was disclosed in the
Company's Current Report on Form 8-K, dated July 2, 1998, which has
previously been filed with the Securities and Exchange Commission.
Voting Procedures.
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The presence of a majority of the shares of the Company's common
stock entitled to vote at the Meeting is required to constitute a quorum
for the transaction of business. Abstentions and broker non-votes will be
considered represented at the Meeting for the purpose of determining a quorum.
Under Utah law, if a quorum exists, action on the change of name shall
be approved if the votes cast in favor of the action exceed the votes cast
against the action. Each stockholder will be entitled to one vote for
each share of common stock held.
JEFFREY A. OLWEEAN, NICOLE LEIGH AND BARBARA FYTTON, WHO ARE ALL OF
THE DIRECTORS OF THE COMPANY, COLLECTIVELY OWN SUFFICIENT VOTING
SECURITIES OF THE COMPANY TO APPROVE THE NAME CHANGE. NO FURTHER
CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
Other Matters.
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The Board of Directors is not aware of any business other than
the aforementioned matter that will be presented for consideration at the
Meeting.
By Order of the Board of
Directors
By /s/ Jeffrey Alan Olweean
July 24, 1998 Jeffrey Alan Olweean
President and Director