Mecklermedia Corp – ‘PRE 14C’ for 8/14/02

On:  Thursday, 8/1/02, at 4:38pm ET   ·   For:  8/14/02   ·   Accession #:  899140-2-525   ·   File #:  0-26393

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Information Statement                      5     21K 

PRE 14C
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 PRELIMINARY INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
 SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  
Check the appropriate box:                                                      
[X]     Preliminary Information Statement                                       
[ ]     Confidential, for Use of the Commission Only (as permitted by Rule      
14c-5(d)(2))                                                    
[ ]     Definitive Information Statement                                        

 INT MEDIA GROUP, INCORPORATED
 -----------------------------
(Name of Registrant as Specified In Its Charter)

 INT MEDIA GROUP, INCORPORATED
 -----------------------------
(Name of Person(s) Filing Information Statement)

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:                             

-------------------------------                                 
4)      Proposed maximum aggregate value of transaction:                        

-------------------------------                                 
5)      Total fee paid:                                                         

-------------------------------                                 

[ ]     Fee previously paid 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:                                                             

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 INT MEDIA GROUP, INCORPORATED
23 Old Kings Highway South
Darien, CT 06820
 Phone: (203) 662-2800

 -------------------------

 PRELIMINARY INFORMATION STATEMENT

 -------------------------

This Preliminary Information Statement is furnished by the Board of   
Directors (the "Board") of INT Media Group, Incorporated (the "Company") to     
stockholders of the Company pursuant to Rule 14c-2 promulgated under the        
Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection 
with an amendment (the "Amendment") to the Amended and Restated Certificate of  
Incorporation (the "Certificate of Incorporation") of the Company authorizing   
the change in the Company's corporate name from INT Media Group, Incorporated to
Jupitermedia Corporation. The Amendment has been unanimously approved by the    
Board. As required by the Delaware General Corporation Law (the "DGCL"), the    
Amendment has been approved by the holders of a majority of the outstanding     
shares of the Company's common stock by written consent in lieu of a meeting    
pursuant to Section 228(a) of the DGCL. The Amendment will become effective upon
the filing of a Certificate of Amendment of the Amended and Restated Certificate
of Incorporation with the Secretary of State of Delaware which, pursuant to Rule
14c-2 under the Exchange Act, will not take place until a date at least 20 days 
following the date on which the Definitive Information Statement is mailed to   
the stockholders of the Company.                                                

The Definitive Information Statement will also serve as notice to     
stockholders of an action taken by less than unanimous written consent as       
required by Section 228(e) of the DGCL.                                         

   The Definitive Information Statement will be mailed to stockholders on or
about August 14, 2002.                                                          

 STOCKHOLDERS OF THE COMPANY ARE NOT BEING ASKED FOR A PROXY AND
ARE NOT REQUESTED TO SEND THE COMPANY A PROXY.

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 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

     As of June 30, 2002, there were issued and outstanding 25,333,077 shares of
common stock, par value $.01 per share (the "Common Stock"), the only           
outstanding class of voting securities of the Company. Each share of Common     
Stock entitles its holder to one vote.                                          

 PRINCIPAL STOCKHOLDERS AND SECURITY
 OWNERSHIP OF MANAGEMENT

Security Ownership of Owners of More than Five Percent of the Outstanding Shares
of Common Stock, Directors, Executive Officers and all Directors and Executive  
Officers as a Group                                                             

  The following table sets forth certain information, as of June 30, 2002,
concerning beneficial ownership of the Common Stock (calculated based on        
25,333,077 shares outstanding) by (i) each person known by the Company to own   
beneficially more than five percent of the outstanding shares of the Common     
Stock, (ii) each director of the Company, (iii) each named executive officer as 
defined in Item 402(a)(3) of Regulation S-K under the Securities Act of 1933, as
amended, and (iv) all directors and executive officers of the Company as a      
group. Unless otherwise indicated, all amounts reflected in the table represent 
shares the beneficial owners of which have sole voting and investment power.    

                                  Amount and
                                 Nature of
  Name of               Address of              Beneficial    Percent of
Beneficial Owner        Beneficial Owner           Ownership      Class(1)    
--------------------------------------------------------------------------------

Alan M. Meckler          c/o INT Media Group,      13,867,265(2)    54.7%       
Incorporated                  
23 Old Kings Highway          
South                         
Darien, CT 06820              

Christopher S.           c/o INT Media Group,         613,554        2.4%       
Cardell                  Incorporated                                           
23 Old Kings Highway          
South                         
Darien, CT  06820             

Michael J. Davies        15925 Old York Road            6,499          *        
Monkton, MD 21111             

Gilbert F. Bach          75 East End Avenue            25,999          *        
New York, NY  10028           

William A. Shutzer       520 East 86th Street         429,062        1.7%       

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New York, NY  10028           

Christopher J.           c/o INT Media Group,         123,187(3)       *        
Baudouin                 Incorporated                                           
23 Old Kings Highway          
South                         
Darien, CT  06820             

All directors and                                                               
executive officers                                                              
as a group (six                                                                 
persons)                                           15,065,566       59.5%       

Royce &                  1414 Avenue of the         3,366,600(4)    13.3%       
Associates, Inc.         Americas                                               
New York, NY  10019           

*    Less than one percent                                                      

(1)  For purposes of this table, a person is deemed to have "beneficial         
   ownership" of any shares as of a given date (i) which such person has the
right to acquire within 60 days after such date, (ii) over which such 
person has voting power or (iii) over which such person has investment
power, including disposition power. For purposes of computing the     
     percentage of outstanding shares held by each person named above on a given
 date, any security which such person has the right to acquire within 60
   days after such date is deemed to be outstanding, but is not deemed to be
  outstanding for the purpose of computing the percentage ownership of any
other person.                                                         

(2)  Includes 1,495,214 shares held in trusts established for the benefit of Mr.
 Meckler's four children and over which Mr. Meckler exercises investment
    control, 50,000 shares donated by Mr. Meckler to the Meckler Foundation, a
  non-profit charitable foundation founded by Mr. Meckler and for which he
     acts as a trustee, 7,100 shares purchased by the Meckler Foundation, 88,100
    shares purchased by Mr. Meckler's mother and 62,200 shares held in a trust
for the benefit of Mr. Meckler's mother and over which Mr. Meckler    
exercises investment control.                                         

(3)  Includes 500 shares held in a trust for the benefit of Mr. Baudouin's      
child. Mr. Baudouin exercises investment control over this trust.     

(4)  Royce & Associates' beneficial ownership set forth above is based on the   
record ownership of these shares as reported in filings by Royce &    
Associates with the Securities and Exchange Commission.               

4 

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 AMENDMENT TO CERTIFICATE OF INCORPORATION -

CHANGE IN CORPORATE NAME

Reason for the Name Change from INT Media Group, Incorporated to Jupitermedia   
Corporation                                                                     

   The Amended and Restated Certificate of Incorporation is being amended to
change the name of the Company from INT Media Group, Incorporated to            
Jupitermedia Corporation. The Board of Directors has determined that it is in   
the best interests of the Company to change the corporate name from INT Media   
Group, Incorporated to Jupitermedia Corporation.                                

Approval Required                                                               

   The Board has unanimously approved the Amendment. Stockholders holding in
the aggregate a majority of the outstanding shares of Common Stock, the only    
class of capital stock of the Company outstanding and entitled to vote, have    
adopted a resolution by written consent in lieu of a meeting pursuant to Section
228(a) of the DGCL approving the Amendment. The Board has not solicited any     
proxies or consents from any other stockholders in connection with this action. 

Delivery of Documents to Security Holders Sharing an Address                    

     Unless the registrant has received instructions to the contrary from one or
more of the security holders, only one information statement will be delivered  
to multiple security holders sharing an address. Upon written or oral request, a
separate copy of the information statement will be delivered to a security      
holder at a shared address to which a single copy of the documents was          
previously delivered. If a security holder wishes to notify the Company that    
such security holder would like to request a separate copy, the security holder 
can contact the Company by sending a written request to 23 Old Kings Highway    
South, Darien, CT 06820 or by calling (203) 662-2800. Security holders sharing  
an address can also request that a single copy of the information statement be  
mailed to the address if such security holders are currently receiving multiple 
copies by contacting the Company via the contact information set forth above.   

                                  By Order of the Board of Directors

                          /s/ Christopher S. Cardell
                      Christopher S. Cardell
         Secretary

August __, 2002                                                                 

5 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
For Period End:		8/14/02		2					10-Q
Filed on:		8/1/02
		6/30/02		3					10-Q
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