UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
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
MEDIAVEST, INC.
---------------
(Name of Registrant As Specified In Its 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:
- --------------------------------------------------------------------------------
MEDIAVEST, INC.
2121 Avenue of the Stars, Suite 1650
Los Angeles, CA 90067
INFORMATION STATEMENT
NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT
To the shareholders of Mediavest, Inc.:
Mediavest, Inc. ("Mediavest" or the "Company") hereby gives notice to its
shareholders that the holders of a majority of the outstanding shares of common
stock of Mediavest have taken action by written consent to approve the following
actions:
1. The amendment to our Restated Certificate of Incorporation, as amended,
(the "Certificate of Incorporation"), to increase our authorized common stock,
par value $.0001 per share ("Common Stock") from 19,000,000 shares to
100,000,000 shares (the "Share Increase").
You have the right to receive this notice if you were a shareholder of record of
Mediavest at the close of business on August 3, 2006 (the "Record Date"). Since
the action will have been approved by the holders of the required majority of
the outstanding shares of our Common Stock, no proxies were or are being
solicited.
We anticipate that we will be able to effectuate this action on or after
September 11, 2006, although the implementation of this amendment may occur at
the discretion of our Board of Directors.
Los Angeles, California
August 22, 2006
/s/ Robert Ellin
-------------------------
Robert Ellin
Chairman of the Board
and Chief Executive Officer
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND A PROXY.
QUESTIONS AND ANSWERS
WHY HAVE I RECEIVED THESE MATERIALS?
Mediavest is required to deliver this information statement to everyone who owns
Common Stock of Mediavest in order to inform them that the holders of a majority
of our outstanding Common Stock have taken certain actions that would normally
require a shareholders' meeting without holding such a meeting. This information
statement is being sent to you because you are a holder of Common Stock in
Mediavest.
WHAT ACTION DID THE HOLDERS OF A MAJORITY OF THE COMMON STOCK TAKE?
A group of shareholders holding a total of approximately 93% of the total Common
Stock outstanding in Mediavest took action by written consent to approve the
amendment to our Certificate of Incorporation to increase our authorized Common
Stock from 19,000,000 shares to 100,000,000 shares.
WHY CAN THESE HOLDERS APPROVE THIS ACTION WITHOUT HAVING TO HOLD A MEETING OR
HAVING TO SEND OUT PROXIES TO ALL SHAREHOLDERS?
Our Certificate of Incorporation and bylaws and New Jersey corporation law
provide that any corporate action upon which a vote of shareholders is required
or permitted may be taken without a meeting or vote of shareholders with the
written consent of shareholders having at least a majority of all the stock
entitled to vote upon the action if a meeting were held.
IS IT NECESSARY FOR ME TO DO ANYTHING?
No. No other votes are necessary or required. We anticipate that the action
described in this information statement will be able to be effectuated and
implemented by our Board of Directors, in its discretion, on or after September
11, 2006.
WHO IS PAYING FOR THE MAILING OF THIS INFORMATION STATEMENT?
Mediavest will pay the costs of preparing and sending out this information
statement. It will be sent to the holders of our Common Stock by regular mail.
We may reimburse brokerage firms and others for expenses in forwarding
information statement materials to the beneficial owners of our Common Stock.
CAN I OBJECT TO THE ACTION OF THESE SHAREHOLDERS?
No. New Jersey law does not provide for dissenters' rights in connection with
the approval of the action described in this information statement.
WHERE CAN I GET COPIES OF THIS INFORMATION STATEMENT OR COPIES OF MEDIAVEST'S
ANNUAL REPORT?
Mediavest's filings may be found on the Securities and Exchange Commission's
("SEC") website at http://www.sec.gov.
In addition, copies of this information statement and our most recent annual
report filed with the SEC on Form 10-KSB is available to shareholders at no
charge upon request directed as follows:
Mediavest, Inc.
2121 Avenue of the Stars, Suite 1650
Los Angeles, CA 90067
HOW DO I KNOW THAT THE GROUP OF SHAREHOLDERS VOTING TO APPROVE THE ACTION
DESCRIBED IN THIS INFORMATION STATEMENT HELD MORE THAN A MAJORITY OF THE COMMON
STOCK?
On August 3, 2006, the date of the written consent to action by the holders of a
majority of our Common Stock with respect to the amendment to our Certificate of
Incorporation, there were 4,000,000 shares of Common Stock outstanding. Holders
of Common Stock are entitled to one vote per share. As of August 3, 2006, a
total of 3,720,000 shares of Common Stock, representing approximately 93% of the
outstanding shares of Common Stock of Mediavest delivered written consents with
respect to the amendment to our Certificate of Incorporation.
WHO ARE THE SHAREHOLDERS WHO VOTED TO APPROVE THE ACTION DESCRIBED IN THIS
INFORMATION STATEMENT?
The list of shareholders who consented to this action and the percentage
ownership of our Common Stock of each is set forth below:
- --------------------------- -------------------------- -------------------------
Individual or Entity Number of Shares Percent of Class
- --------------------------- -------------------------- -------------------------
Trinad Capital, LP 3,720,000 93.0
- --------------------------- -------------------------- -------------------------
- --------------------------- -------------------------- -------------------------
- --------------------------- -------------------------- -------------------------
- --------------------------- -------------------------- -------------------------
- --------------------------- -------------------------- -------------------------
- --------------------------- -------------------------- -------------------------
- --------------------------- -------------------------- -------------------------
WHO WAS ENTITLED TO VOTE TO APPROVE THE ACTION DESCRIBED IN THIS INFORMATION
STATEMENT?
Every person or entity that owned Common Stock in Mediavest as of the Record
Date was entitled to vote. Although every person or entity who owned Common
Stock in Mediavest as of the Record Date was entitled to vote, only those
shareholders identified in the previous question that actually consented to
approve the action described in this information statement were necessary to
approve such actions.
On August 3, 2006, the Board of Directors determined that it was in Mediavest's
best interests and its shareholders to split (or dividend) shares of its Common
Stock on a two and a half-for-one basis (the "Stock Split"). The record date for
the Stock Split is August 10, 2006 and does not effect the vote to approve the
action described in this information statement. Additionally, since the Stock
Split will effect every holder of Common Stock on a pro-rata basis, the Stock
Split will not change the percentage ownership of such holders in Mediavest.
Consequently, the Stock Split will not change those shareholders who are
required to vote to approve the action described in this information statement.
WHO IS ENTITLED TO RECEIVE NOTICE OF THIS ACTION BY THE HOLDERS OF A MAJORITY OF
OUR COMMON STOCK?
Every person or entity that owned common stock of Mediavest as of the Record
Date is entitled to receive a copy of this information statement.
WHAT CONSENT WAS REQUIRED IN ORDER TO APPROVE THE ACTION SET FORTH HEREIN?
The amendment to the Certificate of Incorporation required the affirmative vote
of the holders of a majority of the outstanding shares of our Common Stock.
A majority means one vote more than 50% of the number of shares voting. Since
the shareholders who acted by written consent to approve the action described in
this information statement held more than a majority of all of the shares
outstanding which were entitled to vote, they could take action without a
meeting by written consent and then inform you of the action taken. The action
will be able to be effectuated and implemented by the Board of Directors, in its
discretion, on or after such date that is 20 days after first sending you this
information statement, which date is anticipated to be September 11, 2006.
HOW WILL THE CERTIFICATE OF INCORPORATION BE AMENDED?
The Share Increase will amend Article III (a) of our Certificate of
Incorporation as follows:
The total number of shares of capital stock which the
Corporation is authorized to issue is One Hundred and One
Million (101,000,000) shares, consisting of One Hundred
Million (100,000,000) shares of common stock, $.0001 par value
per share ("Common Stock"), and One Million (1,000,000) shares
of preferred stock, $.0001 par value per share ("Preferred
Stock").
The full text of the Certificate of Amendment to the Certificate of
Incorporation is attached to this Information Statement as Appendix A.
WHY IS MEDIAVEST INCREASING ITS NUMBER OF AUTHORIZED SHARES OF COMMON STOCK?
As of August 3, 2006, 4,000,000 shares of our Common Stock were issued and
outstanding (excluding treasury shares) and an additional 15,000,000 shares of
our Common Stock were available for future issuance. Accordingly, there is a
total of approximately 19,000,000 authorized shares of Common Stock.
The Board of Directors believes it continues to be in Mediavest's best interests
to have sufficient additional authorized but unissued shares of Common Stock
available in order to provide flexibility for corporate action in the future.
Management believes that the availability of additional authorized shares for
issuance from time to time in the Board of Directors' discretion in connection
with possible acquisitions of other companies, future financings, investment
opportunities, stock splits or dividends or for other corporate purposes is
desirable in order to avoid repeated separate amendments to our Certificate of
Incorporation and the delay and expense incurred in holding special meetings of
the shareholders to approve such amendments. We currently have no specific
understandings, arrangements or agreements with respect to any future financings
or acquisitions that would require us to issue a material amount of new shares
of our Common Stock. However, if we were to complete a financing in the future,
of which there can be no guarantee, a portion of these shares may be issued to
consummate any such financing. The Board of Directors believes that the
currently available unissued shares do not provide sufficient flexibility for
corporate action in the future.
Although the increased proportion of unissued authorized shares to issued shares
could, under certain circumstances, have an anti-takeover effect (for example,
by permitting issuances that would dilute the stock ownership of a person
seeking to effect a change in the composition of the Board of Directors or
contemplating a tender offer of other transaction for the combination of the
Company with another company), the authorized share increase proposal is not
being undertaken in response to any effort of which the Board of Directors is
aware to accumulate shares of our Common Stock or obtain control or our company.
Other than the authorized share increase, the Board of Directors does not
currently contemplate the adoption of any additional amendments to the
Certificate of Incorporation that could be construed to affect the ability of
third parties to take over or change the control of the Company.
Release No. 34-15230 of the staff of the Securities and Exchange Commission
requires disclosure and discussion of the effects of any shareholder proposal
that may be used as an anti-takeover device. However, the purpose of the
authorized share increase is to provide flexibility for corporate action in the
future, and not to construct or enable any anti-takeover defense or mechanism on
behalf of the Company. While it is possible that management could use the
additional shares to resist or frustrate a third-party transaction providing an
above-market premium that is favored by a majority of the independent
stockholders, we have no intent or plan to employ unissued authorized shares as
an anti-takeover device.
HOW WILL MEDIAVEST EFFECT THE SHARE INCREASE?
Mediavest will file an amendment to our Certificate of Incorporation effecting
the Share Increase after the close of business on September 11, 2006 which is
approximately 20 days after this information statement was first mailed to our
shareholders.
WILL THERE BE ANY CHANGES MADE TO THE RIGHTS AND RESTRICTIONS ATTACHED TO THE
COMMON STOCK AS A RESULT OF THE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK?
No, there will be no changes made to the rights and restrictions attached to the
Common Stock as a result of Share Increase. However, the issuance of additional
shares of Common Stock could have the effect of diluting existing shareholder
earnings per share, book value per share and voting power. Our shareholders do
not have any preemptive right to purchase or subscribe for any part of any new
or additional issuance of our securities.
WHAT IS THE INTEREST OF MANAGEMENT IN THE INCREASE IN THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK?
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, through security holdings or
otherwise, in the proposed amendment to effect the Share Increase or in any
action covered by the related resolutions adopted by the Board of Directors and
the majority shareholders, which is not shared by all other shareholders.
WHO ARE THE PRINCIPAL SHAREHOLDERS OF MEDIAVEST?
The following table sets forth, as of the Record Date, based on the public
filings of such individuals and entities and our knowledge of securities issued
by us to them, certain information concerning the ownership of voting securities
of (i) each current member of the Board of Directors, (ii) our chief executive
officer and certain other highly compensated officers, (iii) all of our
directors and executive officers as a group, and (iv) each beneficial owner of
more than 5% of the outstanding shares of any class of our voting securities.
Except as otherwise indicated, the address of each of the following persons is
c/o Mediavest, Inc., 2121 Avenue of the Stars, Suite 1650, Los Angeles, CA
90067.
PERCENTAGE OF
NUMBER OF SHARES OF CLASS
NAME AND ADDRESS COMMON STOCK BENEFICIALLY
BENEFICIALLY OWNED OWNED (1)
(1)
5% STOCKHOLDERS
- ---------------
Trinad Capital LP........................................................................ 3,720,000(2) 93.0%
DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------
Robert S. Ellin,......................................................................... (2) *
Director, Chairman of the Board and Chief Executive Officer
David Chazen,............................................................................ (2) *
Director, President
Jay A. Wolf,............................................................................. (2) *
Director, Chief Financial Officer and Chief Operating Officer
Barry I. Regenstein,..................................................................... (2) *
Director
All directors and officers as a group (4 people)......................................... 3,720,000(2) 93.0%
- -----------
* Represents less than 1% of outstanding shares.
(1) Except as specifically indicated in the footnotes to this table, the
persons named in this table have sole voting and investment power with
respect to all shares of common stock shown as beneficially owned by them,
subject to community property laws where applicable. Beneficial ownership
is determined in accordance with the rules of the SEC. In computing the
number of shares beneficially owned by a person and the percentage
ownership of that person, shares of common stock subject to options,
warrants or rights held by that person that are currently exercisable or
exercisable, convertible or issuable within 60 days of the Record Date,
are deemed outstanding. Such shares, however, are not deemed outstanding
for the purpose of computing the percentage ownership of any other person.
(2) Trinad Capital LP owns 93% of our outstanding common stock. Robert Ellin
and Jay Wolf, two of our directors and executive officers, are principals
of Trinad and Barry Regenstein and David Chazen, our other directors and
president, are also affiliated with Trinad. Robert Ellin and Jay Wolf may
be deemed to beneficially own the stock that Trinad owns.
PROPOSALS BY SECURITY HOLDERS AND OTHER MATTERS
Mediavest's Board of Directors does not know of any other matters that are to be
presented to the shareholders for their approval and consent pursuant to the
written consent of shareholders other than those referred to in this information
statement.
WHERE YOU CAN FIND MORE INFORMATION
Mediavest files annual, quarterly and special reports, proxy statements and
other information with the SEC. You can read and copy any materials that
Mediavest files with the SEC at the SEC's Public Reference Room at 100 F Street
N.E., Washington, D.C. 20549. You can obtain information about the operation of
the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
also maintains a website that contains information we file electronically with
the SEC, which you can at: http://www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ ROBERT ELLIN
- --------------------
ROBERT ELLIN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
APPENDIX A
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
--------------------------------------------------------
MEDIAVEST, INC.
(a New Jersey corporation)
CERTIFICATE OF AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION
In accordance with the provisions of Sections 14A:9-1(d), 14A:9-2(4) and
14A:9-4(3) of the New Jersey Business Corporations Act, Mediavest, Inc. a New
Jersey corporation, executes the following Certificate of Amendment to its
Restated Certificate of Incorporation:
1. The current name of the corporation is Mediavest, Inc. (the
"Corporation").
2. The following Certificate of Amendment to the Restated Certificate of
Incorporation of the Corporation (the "Certificate of Amendment") was
approved by the board of directors of the Corporation (the "Board") on
August 3, 2006:
Resolved, that Article III (a) of the Restated Certificate of
Incorporation of the Corporation be amended to read as follows:
"a. The total number of shares of capital stock which the
Corporation is authorized to issue is One Hundred and One Million
(101,000,000) shares, consisting of One Hundred Million (100,000,000)
shares of common stock, $0.0001 par value per share ("Common Stock"), and
One Million (1,000,000) shares of preferred stock, $0.0001 par value per
share ("Preferred Stock")."
3. The number of shares outstanding at the time of the adoption of the
Certificate of Amendment was: 4,000,000. The total number of shares
entitled to vote thereon was : 4,000,000.
4. The number of shares voting for and against the Certificate of Amendment
is as follows:
Shares Voting for Amendment Shares Voting Against Amendment
3,720,000 None
Dated as of __________, 2006 MEDIAVEST, INC.
By: ___________________________
Robert Ellin, Chairman of
the Board