HOLLYWOOD PRODUCTIONS, INC.
14 East 60th Street, Suite 402
New York, New York 10022
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS To be held on Friday,
May 7, 1999
To the Shareholders of HOLLYWOOD PRODUCTIONS, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of the 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, on
Friday, May 7, 1999, at 11:00 a.m. EST, for the following purposes:
1. To vote on the proposal to authorize an amendment to the Company's
Certificate of Incorporation effecting a change of 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 __, 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.
14 East 60th Street, Suite 402
New York, New York 10022
PROXY STATEMENT
FOR
Special meeting of Stockholders
To be held on Friday, May 7, 1999
This proxy statement and the accompanying form of proxy were mailed on
April __, 1999 to the stockholders of record as of April 9, 1999 of Hollywood
Productions, Inc., a Delaware corporation (the "Company"), 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 7, 1999 and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
Shares of the Company's Common Stock, par value $.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
effecting a change of 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
stockholder 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 majority 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
submitted herein.
A stockholder voting through a proxy who abstains with respect to
approval of any matter to come before the meeting is considered to be present
and entitled to vote on that matter, and his abstention is, in effect, a
negative vote; however, a stockholder (including a broker) who does not give
authority to a proxy to vote or who withholds authority to vote on any such
matter shall not be considered present and entitled to vote thereon.
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 stockholders 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 by same in so doing.
The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1998 accompanies this proxy statement and is incorporated herein by
reference.
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 stockholders 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 Company's Common
Stock, par value $.001 per share. 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 stockholders. The close of business on Friday April 9, 1999 has
been fixed as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting and any adjournment thereof. At 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
Director; 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.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percent of Common Stock
of Beneficial Owner Beneficially Owned (1) Beneficially Owned (2)(3)
------------------- ------------------
European Ventures Corp.
<S> <C> <C>
P.O. Box 47 1,440,700 (4) 26.8%
Road Town,
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.
<PAGE>
(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, at an
exercise price of $9.00 per share or (ii) 116,666 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 EVC.
(5) Does not include 66,666 shares of Common Stock underlying an option
granted under the Company's Senior Management Incentive Plan. See "Executive
Compensation."
(6) Does not include 33,332 shares of Common Stock underlying an option
granted to Robert DiMilia under the Company's Senior Management Incentive Plan.
See "Executive Compensation."
MATTERS WHICH SHALL BE CONSIDERED AT THE MEETING AND WITH RESPECT TO WHICH
ACTION WILL BE TAKEN THEREAT:
PROPOSAL TO AUTHORIZE AN AMENDMENT
TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE COMPANY'S
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 Incorporation, set forth as
Appendix "A" annexed hereto.
The Board of Directors' decision to change the name of the Company is to
focus the Company in the direction the business operations of its wholly-owned
subsidiary Breaking Waves, Inc. ("Breaking Waves") and Play Co. Toy &
Entertainment Corp. ("Play Co.") which is 25.4% owned by Breaking Waves.
Breaking Waves, a swimsuit designer, manufacturer, and distributor of swimwear,
has recently (i) expanded its wholesale distribution onto the internet and (ii)
acquired a 25.4% interest in Play Co. a toy retailer and publicly traded
company, who has recently expanded its retail sales to the internet.
Breaking Waves opened its online wholesale children's swimwear website,
www.BreakingWaves.com, on the internet in March 1999. The website is designed to
complement the company's 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.
<PAGE>
On March 3, 1999, Play Co. created the first of two dedicated electronic
commerce websites. The 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 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 the Shopnet.com name shall be an integral part of the
Company's development, in terms or public recognition of its corporate strategy
and product development. Additionally, management believes that changing the
name of the Company to Shopnet.com, Inc. will positively influence the
e-commerce marketing strategies of Breaking Waves and Play Co.
The Company believes that the name change will not detrimentally affect the
business of the Company. 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.
Stockholders 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
Company's Common Stock present at the meeting 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 stockholders and recommends that you vote "FOR" approval
thereof.
FINANCIAL INFORMATION
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998 shall be furnished without the accompanying Exhibits to
stockholders, 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.
<PAGE>
Shareholder Proposals
Proposals of shareholders intended to be presented at the Company's 1999
Special 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 Special Meeting of
Shareholders.
By Order of the Board of Directors,
Robert DiMilia
Secretary
April __, 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.
