HOLLYWOOD PRODUCTIONS, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, MAY 10, 1999
To the Shareholders of HOLLYWOOD PRODUCTIONS, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Hollywood
Productions, Inc. (the "Company") will be held at the Company's offices located
at 14 East 60th Street, Suite 402, New York, New York 10022, on Monday, May 10,
1999, at 11:00 a.m. Eastern Standard Time, for the following purposes:
1. To vote on the proposal to authorize an amendment to the Company's
Certificate of Incorporation to effect a change in the name of the Company from
Hollywood Productions, Inc. to Shopnet.com, Inc.; and
2. To transact such other business as properly may be brought before the
meeting or any adjournment thereof.
The close of business on Friday, April 9, 1999 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you plan to
attend, please complete, date, and sign the accompanying proxy, and return it
promptly in the enclosed envelope to assure that your shares are represented at
the meeting. If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy automatically will be
revoked if you execute the accompanying proxy or if you notify the Secretary of
the Company, in writing, prior to the Special Meeting of Shareholders.
By Order of the Board of Directors
Robert DiMilia, Secretary
Dated: April 23, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, AND
SIGN THE ENCLOSED PROXY, AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
<PAGE>
HOLLYWOOD PRODUCTIONS, INC.
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 1999
This proxy statement and the accompanying form of proxy were mailed on
April 23, 1999 to the shareholders of record (as of April 9, 1999) of Hollywood
Productions, Inc. (the "Company"), a Delaware corporation, in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Special Meeting to be held on May 10, 1999 and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
Shares of the Company's Common Stock, par value $0.001 per share (the
"Common Stock"), represented by an effective proxy in the accompanying form
will, unless contrary instructions are specified in the proxy, be voted FOR the
proposal to authorize an amendment to the Company's Certificate of Incorporation
to effect a change in the name of the Company from Hollywood Productions, Inc.
to Shopnet.com, Inc.
Any such proxy may be revoked at any time before it is voted. A shareholder
may revoke this proxy (i) by notifying the Secretary of the Company either in
writing prior to the Special Meeting or in person at the Special Meeting; (ii)
by submitting a proxy bearing a later date; or (iii) by voting in person at the
Special Meeting. An affirmative vote of a plurality of the shares of Common
Stock present in person or represented by proxy at the Special Meeting and
entitled to vote thereon is required to approve the proposal to amend the
Company's Certificate of Incorporation. A shareholder voting through a proxy who
abstains with respect to the proposal is considered to be present and entitled
to vote on the proposal at the meeting, and his abstention is, in effect, a
negative vote; however, a shareholder (including a broker) who does not give
authority to a proxy to vote or who withholds authority to vote on the proposal
shall not be considered present and entitled to vote on same.
The Company will bear the cost of the solicitation of proxies by the Board
of Directors. The Board of Directors may use the services of its executive
officers and certain directors to solicit proxies from shareholders in person
and by mail, telegram, and telephone. Arrangements may also be made with
brokers, fiduciaries, custodians, and nominees to send proxies, proxy
statements, and other material to the beneficial owners of the Common Stock held
of record by such persons, and the Company may reimburse same for reasonable
out-of-pocket expenses incurred in so doing.
The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1998 accompanies this proxy statement.
The principal executive offices of the Company are located at 14 East 60th
Street, Suite 402, New York, New York 10022; the Company's telephone number is
(212) 688-9223.
No Dissenters' Rights
The corporate action described in this proxy statement will not afford to
shareholders the opportunity to dissent from the action described herein and to
receive an agreed or judicially appraised value for their shares.
<PAGE>
VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Common Stock. The
presence, in person or by proxy, of a majority of shares entitled to vote will
constitute a quorum for the meeting. Each share of Common Stock entitles its
holder to one vote on each matter submitted to the shareholders. The close of
business on April 9, 1999 has been fixed as the record date for the
determination of shareholders entitled to notice of, and to vote at, the meeting
and any adjournment thereof. On that date, 5,372,971 shares of Common Stock were
outstanding. Voting of the shares of Common Stock is on a non-cumulative basis.
The following table sets forth information as of April 9, 1999 with respect
to the beneficial ownership of shares of Common Stock by (i) each person
(including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended), known by the Company to be the
owner of more than 5% of the outstanding shares of Common Stock, (ii) each of
the Company's officers and directors, and (iii) all officers and directors as a
group. Except to the extent indicated in the footnotes to the following table,
each of the individuals listed below possesses sole voting power with respect to
the shares of Common Stock listed opposite his name.
<PAGE>
<TABLE>
<CAPTION>
Name and Address Number of Shares Percent of Common Stock
of Beneficial Owner Beneficially Owned (1) Beneficially Owned (2)(3)
------------------- ------------------
<S> <C> <C> <C> <C>
European Ventures Corp.
P.O. Box 47 Road Town 1,440,700 (4) 26.8%
Tortola, British Virgin Islands
Harold Rashbaum
c/o Hollywood Productions, Inc. -- (5) 1.2%
14 East 60th Street, Suite 402
New York, New York 10022
Robert DiMilia
c/o Hollywood Productions, Inc. -- (6) *
14 East 60th Street, Suite 402
New York, New York 10022
Alain Le Guillou, M.D.
c/o Hollywood Productions, Inc. -- --
14 East 60th Street, Suite 402
New York, New York 10022
James Frakes
c/o Hollywood Productions, Inc. -- --
14 East 60th Street, Suite 402
New York, New York 10022
All Officers and Directors as a Group (four persons)
-- (5)(6) 1.8%
</TABLE>
* Less than 1%
(1) Unless otherwise noted, all of the shares shown are held by individuals
or entities possessing sole voting and investment power with respect to such
shares. Shares not outstanding but deemed beneficially owned by virtue of the
right of an individual or entity to acquire them within 60 days, whether by the
exercise of options or warrants, are deemed outstanding in determining the
number of shares beneficially owned by such person or entity.
(2) The "Percent of Common Stock Beneficially Owned" is calculated by
dividing the "Number of Shares Beneficially Owned" by the sum of (i) the total
outstanding shares of Common Stock of the Company, and (ii) the number of shares
of Common Stock that such person or entity has the right to acquire within 60
days, whether by exercise of options or warrants. The "Percent of Common Stock
Beneficially Owned" does not reflect shares beneficially owned by virtue of the
right of any person, other than the person named and affiliates of said person,
to acquire them within 60 days, whether by exercise of options or warrants.
(3) Does not give effect to the issuance of (i) 2,560,000 shares of Common
Stock issuable upon exercise of the 3,840,000 outstanding Warrants
(warrantholders are entitled to purchase two shares of Common Stock upon
exercise of an aggregate of three warrants at an exercise price of $9.00) or
(ii) 133,334 shares of Common Stock reserved for issuance under the Company's
Senior Management Incentive Plan.
(4) Does not include 1,600 shares of Common Stock underlying the 2,400
warrants owned by European Ventures Corp. ("EVC").
(5) Does not include 66,666 shares of Common Stock underlying an option
granted pursuant to the Company's Senior Management Incentive Plan. (6) Does not
include 33,332 shares of Common Stock underlying an option granted pursuant to
the Company's Senior Management Incentive Plan.
<PAGE>
MATTERS WHICH SHALL BE CONSIDERED AT THE MEETING AND WITH RESPECT TO WHICH
ACTION WILL BE TAKEN THEREAT:
I. AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE
NAME TO SHOPNET.COM, INC.
The Board of Directors has unanimously approved, subject to shareholder
approval, an amendment to the Company's Certificate of Incorporation which will
effect a change in the name of the Company to Shopnet.com, Inc. The full text of
the proposed changes to the Company's Certificate of Incorporation have been
incorporated into the proposed Certificate of Amendment of the Certificate of
Incorporation of Hollywood Productions, Inc. included herein as Appendix "A."
The Board of Directors' decision to change the name of the Company is based
on the Company's change in business focus which shall emphasize the business
operations of its wholly-owned subsidiary, Breaking Waves, Inc. ("Breaking
Waves"), and Play Co. Toys & Entertainment Corp. ("Play Co."), a company which
is 25.4% owned by Breaking Waves. Breaking Waves, a designer, manufacturer, and
distributor of swimwear, recently expanded its wholesale distribution to the
internet and acquired a 25.4% interest in Play Co., a toy retailer and publicly
traded company which recently expanded its retail sales to the internet.
Breaking Waves created its wholesale children's swimwear internet website,
www.BreakingWaves.com, in March 1999. The website is designed to complement
Breaking Waves' wholesale distribution efforts by providing retailers instant
access to more than 200 styles of Breaking Waves swimwear. The entire line of
Breaking Waves swimwear, including products marketed under the "Breaking Waves,"
"All Waves," "Daffy Waterwear," and "Jet Ski" brands, is available for online
purchase by retailers. Management believes that the website will fill the needs
of existing and potential customers and the advantages and efficiencies created
by the website will assist Breaking Waves in increasing brand awareness as well
as market share. Marketing strategies for "driving" retailers to the site
include co-op trade advertisements, tradeshow exposure, direct mail, and
inclusion of the website address on all corporate collateral and product labels.
On March 3, 1999, Play Co. created the first of two dedicated electronic
commerce websites. The first site, www.ToysWhyPayRetail.com, allows consumers to
purchase, at near wholesale prices, overstocks, special buys, and overruns on
mostly name-brand toys purchased by Play Co. out of season. Play Co. plans to
offer approximately 1000 items for sale on the website. Play Co. expects to
finalize the creation of its second electronic commerce website in April or May
1999 and will focus same on collectible and imported specialty merchandise such
as die-cast cars, dolls, plush toys, trains, and collectible action figures. In
conjunction with this second website, Play Co. plans to place computers in
several of its retail locations to allow its customers to place orders on the
website for goods otherwise not sold in such stores.
Management believes that the new name, Shopnet.com, Inc., shall be an
integral part of the Company's development in terms of public recognition of its
corporate strategy and product development. Additionally, management believes
that changing the name of the Company positively will influence the e-commerce
marketing strategies of Breaking Waves and Play Co.
The Company believes that the name change will not detrimentally affect its
business. Public recognition of the Company's name, which affects the business
of the Company, is generally limited to the motion picture industry. Thus,
notification of the name change to parties with whom the Company does business
should prove to be a simple matter.
Shareholders will not be required to submit their stock certificates for
exchange. Following the effective date of the amendment changing the name of the
Company, all new stock certificates issued by the Company will be overprinted
with the Company's new name.
The affirmative vote of the holders of a majority of the shares of the
Common Stock issued and outstanding on the record date, voting together as a
single class, is required for the approval of this proposal.
The Board of Directors deems this proposal to be in the best interests of
the Company and its shareholders and recommends that you vote "FOR" approval
thereof.
<PAGE>
FINANCIAL INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998 (SANS EXHIBITS), FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, ACCOMPANIES THIS PROXY STATEMENT. SAME SHALL BE FURNISHED (SANS
EXHIBITS) TO SHAREHOLDERS, WITHOUT CHARGE, UPON WRITTEN REQUEST THEREFOR SENT TO
ROBERT DIMILIA, SECRETARY, HOLLYWOOD PRODUCTIONS, INC., 14 EAST 60TH STREET,
SUITE 402, NEW YORK, NEW YORK 10022.
II. OTHER BUSINESS
As of the date of this proxy statement, the only business which the Board
of Directors intends to present and knows that others will present at the
Special Meeting is that herein set forth. If any other matter is properly
brought before the Special Meeting or any adjournments thereof, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy on such matters in accordance with their judgment.
Shareholder Proposals
Proposals of shareholders intended to be presented at the Company's 1999
Annual Meeting of Shareholders must be received by the Company on or prior to
June 18, 1999 to be eligible for inclusion in the Company's proxy statement and
form of proxy to be used in connection with the 1999 Annual Meeting of
Shareholders.
By Order of the Board of Directors,
Robert DiMilia
Secretary
April 23, 1999
Whether Or Not You Expect To Attend The Meeting, Please Complete And Return
Your Proxy Promptly In The Enclosed Envelope. No Postage Is Required If It
Is Mailed In The United States Of America.
<PAGE>
Appendix A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
HOLLYWOOD PRODUCTIONS, INC.
Under Section 242 of the Delaware Corporation Law:
The undersigned, for the purpose of amending the Certificate of
Incorporation of Hollywood Productions, Inc., does hereby certify and set forth:
FIRST:
The name of the Corporation is
HOLLYWOOD PRODUCTIONS, INC.
SECOND:
The Certificate of Incorporation was filed by the Department of State on
December 1, 1995.
THIRD:
The amendment to the Certificate of Incorporation of the Corporation
effected by this Certificate of Amendment is to change the name of the
Corporation from Hollywood Productions, Inc. to Shopnet.com, Inc.
The Certificate of Incorporation of the Corporation is amended by changing
"Article First," so that, as amended, said Article shall read as follows:
FIRST: The name of the Corporation is
SHOPNET.COM, INC.
FOURTH:
The amendment to the Certificate of Incorporation of the Corporation set
forth above was adopted by majority consent of the shareholders at a special
meeting held on the 10th day of May 1999.
IN WITNESS WHEREOF, the undersigned President and Secretary of the
Corporation have executed this Certificate of Amendment on this 10th day of May
1999.
HOLLYWOOD PRODUCTIONS, INC.
Harold Rashbaum, President
Robert DiMilia, Secretary
<PAGE>
HOLLYWOOD PRODUCTIONS, INC.
Special Meeting of Shareholders - May 10, 1999
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Harold Rashbaum and Robert DiMilia, and
each of them, proxies, with full power of substitution to each to vote all
shares of Common Stock of Hollywood Productions, Inc. owned by the undersigned
at the Special Meeting of Shareholders of Hollywood Productions, Inc. to be held
May 10, 1999 and at any adjournments thereof, hereby revoking any proxy
heretofore given. The undersigned instructs such proxies to vote:
1. To authorize the proposal to amend the Company's Certificate of
Incorporation to effect a change in the name of the Company from Hollywood
Productions, Inc. to Shopnet.com, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
and to vote upon such other business as may properly come before the
meeting or any adjournment thereof, all as described in the Proxy Statement
dated April 23, 1999, receipt of which is hereby acknowledged.
(continued and to be signed on the reverse side)
<PAGE>
Either of the proxies or his respective substitute who shall be present and
acting shall have and may exercise all the powers hereby granted.
THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED FOR THE PROPOSAL TO
AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO EFFECT A CHANGE IN THE NAME
OF THE COMPANY TO SHOPNET.COM, INC., UNLESS CONTRARY INSTRUCTIONS ARE GIVEN.
Said proxies will use their discretion with respect to any other matters
which properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE.
Dated: , 1999
(Please date and sign exactly as name appears at left. For joint accounts,
each joint owner should sign; executors, administrators, trustees, etc., should
also so indicate when signing.)
