def14c
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive Information Statement |
MAGIC COMMUNICATIONS, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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Fee paid previously with preliminary materials. |
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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. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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MAGIC COMMUNICATIONS, INC.
1179 Center Point Drive, Henderson, NV
89074
NOTICE
OF ACTION TAKEN PURSUANT TO WRITTEN CONSENT OF THE STOCKHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
August 3, 2007
Dear Stockholder:
The purpose of the accompanying Information Statement is to inform the holders of record of
shares of our common stock, par value $0.0001 per share (the Common Stock), as of the close of
business on August 3, 2007, that our Board of Directors (the Board) has unanimously approved, and
that Messrs Edward A. Hohman, John W. Hohman, and Kelly T. Hickel (collectively, the Major
Stockholders), who collectively hold an aggregate of 26,332,000 shares of Common Stock, or
approximately 77% of the Common Stock outstanding as of August 3,
2007, have consented to the
following actions:
1. Adoption of an amendment to our Certificate of Incorporation (the Charter Amendment) to
change our name to American Post Tension, Inc.
Approval of the Charter Amendment requires the consent of the holders of a majority of the
outstanding Common Stock of the Company. Pursuant to Section 228 of the Delaware General
Corporation Law (the DGCL), the holders of at least a majority of the Companys outstanding
voting shares are permitted to approve the Charter Amendment by written consent in lieu of a
meeting, provided that prompt notice of such action is given to the stockholders of the Company who
have not consented in writing. The Major Stockholders have indicated to us that they intend to
consent in writing to the Charter Amendment. Such written consent of the Major Stockholders will
assure that the Charter Amendment will occur without the concurrence of the Companys other
stockholders. It should be noted that, pursuant to Section 242(c) of the DGCL, notwithstanding the
authorization of the Charter Amendment by the Major Stockholders, the Board may abandon such
Charter Amendment any time prior to the filing of an amendment to our Certificate of Incorporation
with the Secretary of State of the State of Delaware without further action by any of the
stockholders of the Company.
The accompanying Information Statement contains certain additional information about the
Charter Amendment and is first being sent on or about August 8, 2007 to record holders
of the Common Stock as of August 3, 2007. The Information Statement is being
furnished pursuant to Section 14(c) of the Securities Exchange Act of 1934 and the regulations
promulgated thereunder and will serve as the notice required by Section 228 of the DGCL.
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Sincerely, |
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Edward A. Hohman
President |
MAGIC COMMUNICATIONS, INC.
1179 Center Point Drive, Henderson, NV
89074
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
August 3, 2007
Dear Stockholder:
The purpose of the accompanying Information Statement is to inform the holders of record of
shares of our common stock, par value $0.0001 per share (the Common Stock), as of the close of
business on August 3, 2007, that our Board of Directors (the Board) has unanimously approved, and
that Messrs Edward A. Hohman, John W. Hohman, and Kelly T. Hickel (collectively, the Major
Stockholders), who collectively hold an aggregate of 26,332,000 shares of Common Stock, or
approximately 77% of the Common Stock outstanding as of August 3,
2007, have consented to the
following actions:
1. Adoption of an amendment to our Certificate of Incorporation (the Charter Amendment) to
change our name to American Post Tension, Inc.
Approval of the Charter Amendment requires the consent of the holders of a majority of the
outstanding Common Stock of the Company. Pursuant to Section 228 of the Delaware General
Corporation Law (the DGCL), the holders of at least a majority of the Companys outstanding
voting shares are permitted to approve the Charter Amendment by written consent in lieu of a
meeting, provided that prompt notice of such action is given to the stockholders of the Company who
have not consented in writing. The Major Stockholders have indicated to us that they intend to
consent in writing to the Charter Amendment. Such written consent of the Major Stockholders will
assure that the Charter Amendment will occur without the concurrence of the Companys other
stockholders. It should be noted that, pursuant to Section 242(c) of the DGCL, notwithstanding the
authorization of the Charter Amendment by the Major Stockholders, the Board may abandon such
Charter Amendment any time prior to the filing of an amendment to our Certificate of Incorporation
with the Secretary of State of the State of Delaware without further action by any of the
stockholders of the Company.
The accompanying Information Statement contains certain additional information about the
Charter Amendment and is first being sent on or about August 8, 2007 to record holders
of the Common Stock as of August 3, 2007. The Information Statement is being
furnished pursuant to Section 14(c) of the Securities Exchange Act of 1934 and the regulations
promulgated thereunder and will serve as the notice required by Section 228 of the DGCL.
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Sincerely, |
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Edward A. Hohman
President |
THE CHARTER AMENDMENT
General
Set forth below is a brief summary of the reasons for the Charter Amendment. The Charter
Amendment will become effective upon the filing of an amendment to our Certificate of Incorporation
with the Secretary of State of the State of Delaware (the Effective Time), but in no event will
the Charter Amendment become effective earlier than 20 days from the date on which we first send
this Information Statement to our stockholders.
We currently intend to file the amendment to our Certificate of Incorporation with the
Secretary of State of the State of Delaware on or about August 10,
2007 with an effective date 20 days after we first send this
Information Statement to our stockholders.
It should be noted that, pursuant to Section 242(c) of the DGCL, notwithstanding the
authorization of the Charter Amendment by the Major Stockholders, the Board may abandon such
Charter Amendment any time prior to the Effective Time without further action by the stockholders
of the Company.
Reasons for the Charter Amendment
We were originally formed as a New York corporation on January 16, 1997 and reincorporated as
a Delaware corporation in November 2002 for the purpose of offering Internet kiosks where the
public could access the Internet for a fee. We did not develop that business, and, from June 1997
until April 2007 we engaged in the business of contracting with various locations such as malls,
gas stations, stores and office buildings to install pay telephones that were an alternative to
those provided by the primary local service provider (Verizon).
On April 12, 2007, we entered into and closed a definitive Agreement and Plan of Merger (the
Merger Agreement) with Post Tension of Nevada, a Nevada corporation (PTNV), and PTNV
Acquisition Corp, a Florida corporation and our wholly-owned subsidiary (Acquisition Corp.). The
Merger Agreement provided that, upon the terms and subject to the conditions set forth in the
Merger Agreement, Acquisition Corp. would merge with and into PTNV (the Merger). As a result of
the Merger, PTNV became a wholly-owned subsidiary of the Company. Also in connection with the
Merger, we transferred substantially all of our business and assets as they existed prior to the
Merger to an entity controlled by Stephen Rogers, our then-President and Chief Executive Officer
prior to the Merger and a director.
Also as a result of the Merger, we currently operate through our wholly-owned subsidiary,
PTNV. PTNV, a Henderson, Nevada based company, provides post-tension components and systems that
reinforce concrete construction for the residential and commercial markets of the western United
States. PTNV is 20 years old, and we believe that PTNV is one of the largest domestically owned
post tension companies. PTNV provides both full service and freight-on-board components. The
full-service business accounts for 90% of PTNVs revenues. Before concrete slab (slab-on-ground or
SOG) foundations are poured, PTNV installs the post-tension system. After the foundation is poured,
with the system in place, when the proper tension is achieved, the post-tension cables are then
tensioned to thirty-three thousand pounds each tendon. This creates a stronger base that eliminates
unwanted expansion movement and settling that can otherwise damage interior and exterior walls.
PTNV designs disburse the load throughout the slab, not only on perimeter or load-bearing walls.
Our current business, as operated through PTNV, is completely unrelated to our former
business, and we believe that the name Magic Communications does not accurately reflect or
describe our current and proposed business. Accordingly, we propose to change our corporate name to
American Post Tension, Inc., which we believe more accurately reflects and describes our current
and proposed business. For these reasons, the Board has approved the Charter Amendment, and the
Major Stockholders have approved the Charter Amendment.
CHANGE IN CONTROL OF THE COMPANY
The Merger resulted in a change in control of the Company. The Merger resulted in the
ownership by the stockholders of PTNV, immediately following the Merger, of approximately 90% of
the shares of our common stock. Of the shares of our common stock issued in connection with the
Merger, 12,700,080 (or approximately 37% of the total number of shares of our common stock
outstanding immediately following
the Merger) were issued to Mr. Edward A. Hohman, and another 12,700,080 shares of our common
stock (or approximately 37% of the total number of shares of the Companys common stock outstanding
immediately following the Merger) were issued to Mr. John W. Hohman. Edward and John Hohman were
the principal stockholders of PTNV immediately prior to the Merger. Another 465,920 shares of our
common stock were issued to Mr. Kelly T. Hickel, and another 465,920 shares were issued to The
Turnaround Group, LLC, an entity controlled by Mr. Hickel. Edward Hohman, John Hohman, and Kelly
Hickel were also appointed to our board of directors, and Stephen D. Rogers and Maureen Rogers
resigned as officers and directors, as provided in the Merger Agreement. In addition, Stephen D.
Rogers and Maureen Rogers may designate two additional members to our Board of Directors.
The source of the consideration paid by each of Edward Hohman, John Hohman, and Kelly Hickel
for the shares of our common stock issued to them was shares of PTNV owned by them immediately
prior to the Merger1,250 shares of PTNV common stock in the cases of each of Edward Hohman and
John Hohman, and 46 shares of PTNV common stock in the cases of each of Kelly Hickel and The
Turnaround Group, LLC. Edward Hohman and John Hohman are brothers.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of
the Companys equity securities immediately before and after the closing of the Merger by:
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each stockholder known by us to be the beneficial owner of more than 5% of our outstanding
securities prior to or immediately after the Merger; |
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each pre-Merger director and each person who became a director post-Merger; |
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each of the named executive officers of the Company; |
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all pre-Merger directors and executive officers as a group; and |
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all directors and executive officers as a group post-Merger |
Pre-Merger
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Number of Shares |
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Percentage of |
Name and Address of Beneficial Owner (1) |
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Beneficially Owned (2) |
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Class (3) |
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Maureen Rogers |
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240,000 |
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8.63 |
% |
Stephen D. Rogers |
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0 |
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Boulder Hill, Inc.(4) |
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210,000 |
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7.55 |
% |
Karen Glenn |
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240,000 |
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8.63 |
% |
Suzanne Keating |
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5,000 |
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less than 1% |
First Southwest Company(5) |
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252,000 |
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9.06 |
% |
National Financial Services LLC(6) |
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200,000 |
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7.19 |
% |
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All officers and directors as a group (4 persons) |
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245,000 |
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8.82 |
% |
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The address for each person is 5 West Main Street, Elmsford, New York 10523, except as noted
below. |
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Unless otherwise indicated, we believe that all persons named in the table have sole voting and
investment power with respect to all shares of our common stock beneficially owned by them. A
person is deemed to be the beneficial owner of securities that may be acquired by such person
within 60 days from the date indicated above upon the exercise of options, warrants or convertible
securities. Each beneficial owners percentage ownership is determined by assuming that options,
warrants or convertible securities that are held by such person (but not those held by any other
person) and which are exercisable within 60 days of the date indicated above, have been exercised. |
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Based on 3,414,000 shares of common stock issued and outstanding. |
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Boulder Hill, Inc. is a New York Corporation formed in March 1998 and its sole shareholder is
Georgia Rogers. |
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First Southwest Company is located at 325 N. St. Paul, Suite 800, Dallas, Texas 75201. |
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National Financial Services LLC mailing address is P.O. Box 3731, Church Street Station, New
York, New York 10281. |
Post-Merger
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Number of Shares |
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Name and Address of Beneficial Owner (1) |
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Beneficially Owned (2) |
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Percentage of Class (3) |
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Edward Hohman |
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12,700,080 |
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37.1 |
% |
John Hohman |
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12,700,080 |
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37.1 |
% |
Kelly T. Hickel |
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31,840 |
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2.2 |
% |
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All officers and directors as a group (3 persons) |
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26,332,000 |
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76.9 |
% |
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The address for each person is c/o Post Tension of Nevada, 1179 Center Point Drive
Henderson, NV 89074 |
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Unless otherwise indicated, we believe that all persons named in the table have sole voting and
investment power with respect to all shares of our common stock beneficially owned by them. A
person is deemed to be the beneficial owner of securities that may be acquired by such person
within 60 days from the date indicated above upon the exercise of options, warrants or convertible
securities. Each beneficial owners percentage ownership is determined by assuming that options,
warrants or convertible securities that are held by such person (but not those held by any other
person) and which are exercisable within 60 days of the date indicated above, have been exercised. |
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Based on 34,221,600 shares of Common Stock issued and outstanding. |
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Based on 465,920 shares owned by Mr. Hickel and 465,920 shares owned by The Turnaround Group,
LLC of which Mr. Hickel is a Managing Director. |
Each share of common stock represents the right to one vote in the election of directors and all
other matters as to which holders of shares of common stock are entitled to vote.
DISSENTERS RIGHTS OF APPRAISAL
Under the DGCL, our stockholders are not entitled to any dissenters rights or appraisal of
their shares of Common Stock in connection with the approval of the actions described in this
Information Statement.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, or any associate of any director or executive officer has any
substantial interest, direct or indirect, by security holdings or otherwise, in the adoption of the
Charter Amendment that is not shared by all other stockholders.
Our directors all support and voted in favor of adopting the Charter Amendment.
PROPOSALS BY SECURITY HOLDERS
None.
OTHER MATTERS
The cost of delivering this Information Statement, including the preparation, assembly and
mailing of the Information Statement, as well as the cost of forwarding this material to the
beneficial owners of Common Stock will be borne by the Company. The Company will request brokerage
houses and other custodians, nominees and fiduciaries to forward Information Statement materials to
the beneficial owners of Common Stock, and the Company will reimburse such persons for their
reasonable expenses incurred in forwarding such Information Statement materials.
In addition, we will only deliver one Information Statement to multiple security holders
sharing an address, unless we have received contrary instructions from one or more of the security
holders. Also, we
will promptly deliver a separate copy of this Information Statement and future stockholder
communication documents to any security holder at a shared address to which a single copy of this
information statement was delivered, or deliver a single copy of this Information Statement and
future stockholder communication documents to any security holder or holders sharing an address to
which multiple copies are now delivered, upon written request to us at our address noted above or
by contacting us at 702.565.7866.
Security holders may also address future requests regarding delivery of Information Statements
and/or annual reports by contacting us at the address noted above.