U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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[ ] Confidential, for Use of the Commission Only (as permitted
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[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
ECLIPSE ENTERTAINMENT GROUP, INC.
(Name of Small Business Issuer in its charter)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport Beach,
California 92660
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(I)(4) 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 aggregate offering price:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box is 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:
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Notes:
Eclipse Entertainment Group, Inc.
10520 Venice Boulevard
Culver City, California 90232
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, OCTOBER 23, 2000
Notice is hereby given that the Annual Meeting of shareholders
of Eclipse Entertainment Group, Inc., a Nevada corporation
("Company"), will be held on Monday, October 23, 2000 at the
executive offices of the Company, located at 10520 Venice
Boulevard, Culver City, California 90232 at 5:00 p.m. for the
following purposes:
1. To elect the following four nominees as Directors of the
Company until the next Annual Meeting of shareholders and until
their respective successors shall be elected and qualified:
Franco Columbu, Arthur Bizneck, John G. Smith, and Brent Nelson;
2. To approve the appointment of L.L. Bradford & Company as
the Company's independent auditors for the new fiscal year which
commenced on January 1, 2000;
3. To approve an acquisition, which includes an exchange of
shares, between the Company and Westar Entertainment, Inc., a
Nevada corporation ("Westar"), whereby Westar would become a
wholly owned subsidiary of the Company;
4. To consider on any other matter that properly may come before
the meeting or any adjournment thereof.
Shareholders of record as the close of business on September 1,
2000 are entitled to vote at the meeting or any postponement or
adjournment thereof.
Please review the voting options on the attached proxy card and
submit your vote promptly. If you attend the Annual Meeting,
you may revoke your Proxy and vote in person if you desire to do
so, but attendance at the Annual Meeting does not itself serve
to revoke your Proxy. A copy of the Company's Annual Report for
its fiscal year ended December 31, 1999 and for the quarter
ended on June 30, 2000 are enclosed herewith.
By order of the Board of Directors
September 15, 2000
/s/ Brent Nelson
Brent Nelson, Corporate Secretary
PROXY STATEMENT
Eclipse Entertainment Group, Inc.
10520 Venice Boulevard
Culver City, California 90232
This Proxy Statement is furnished to shareholders at the
direction and on behalf of the Board of Directors of Eclipse
Entertainment Group, Inc., a Nevada corporation ("Company"), for
the purpose of soliciting proxies for use at the Annual Meeting
of Shareholders of the Company to be held at the executive
offices of the Company, located at 10520 Venice Boulevard,
Culver City, California 90232 on Monday, October 23, 2000 at
5:00 p.m. The shares represented by the proxy will be voted in
the manner specified in the proxy. To the extent that no
specification is made as to the proposals set forth in the
notice of meeting accompanying this Proxy Statement, the proxy
will be voted in favor of such proposals. However, any proxy
given pursuant to this solicitation may be revoked at any time
before it is exercised by giving written notice of such
revocation to the Secretary of the Company, by appearing at the
meeting and voting in person, or by submitting a later dated
proxy. Neither attendance at the meeting nor voting at the
meeting shall revoke the proxy. A revocation that is not timely
received shall not be taken into account, and the original proxy
shall be counted.
Shareholder proposals must be submitted to the Company not later
than September 1, 2001, in order to be included in those matters
considered at the next Annual Meeting of the Company to be held
in October 2001. The cost of preparing, assembling and mailing
this Proxy Statement, the Notice of Annual Meeting of
Shareholders and the accompanying Proxy is being borne by the
Company. Brokers, dealers, banks, or voting trustees, and their
nominees, are requested to forward soliciting materials to the
beneficial owners of shares and will be reimbursed for their
reasonable expenses. This Proxy Statement and accompanying
proxy will be mailed to shareholders on or about October 12,
2000.
VOTING SECURITIES
The record date of shareholders entitled to notice of and to
vote at the Annual Meeting of Shareholders is the close of
business on September 1, 2000. On such date, the Company had
issued and outstanding 12,016,140 shares of $0.001 par value
common stock. Each share is entitled to one vote per share on
any matter which may properly come before the meeting and there
shall be no cumulative voting right on any shares. The presence
at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record
date will constitute a quorum at the meeting. Votes withheld
and abstentions will be counted in determining the presence of a
quorum but will not be voted. Broker non-votes will not be
counted in determining the presence of a quorum and will not be
voted.
All matters to be voted on require an affirmative vote of a
majority of the votes present at the meeting. As management
holds, directly or indirectly, a majority of the outstanding
shares as of the record date and intends to vote in favor of all
proposals, it is anticipated that all proposals will pass.
Pursuant to applicable Nevada law, there are dissenter's rights
relating to the matters to be voted on. The relevant sections
of the Nevada Revised Statutes that deal with such dissenters'
rights are set forth as follows:
NRS 92A.300 Definitions. As used in NRS 92A.300 to 92A.500,
inclusive, unless the context otherwise requires, the words and
terms defined in NRS 92A.305 to 92A.335, inclusive, have the
meanings ascribed to them in those sections.
NRS 92A.305 "Beneficial stockholder" defined.
"Beneficial stockholder" means a person who is a beneficial
owner of shares held in a voting trust or by a nominee as the
stockholder of record.
NRS 92A.310 "Corporate action" defined. "Corporate action"
means the action of a domestic corporation.
NRS 92A.315 "Dissenter" defined. "Dissenter" means a
stockholder who is entitled to dissent from a domestic
corporation's action under NRS 92A.380 and who exercises that
right when and in the manner required by NRS 92A.400 to 92A.480,
inclusive.
NRS 92A.320 "Fair value" defined. "Fair value," with
respect to a dissenter's shares, means the value of the shares
immediately before the effectuation of the corporate action to
which he objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be
inequitable.
NRS 92A.325 "Stockholder" defined. "Stockholder" means a
stockholder of record or a beneficial stockholder of a domestic
corporation.
NRS 92A.330 "Stockholder of record" defined.
"Stockholder of record" means the person in whose name shares
are registered in the records of a domestic corporation or the
beneficial owner of shares to the extent of the rights granted
by a nominee's certificate on file with the domestic
corporation.
NRS 92A.335 "Subject corporation" defined. "Subject
corporation" means the domestic corporation which is the issuer
of the shares held by a dissenter before the corporate action
creating the dissenter's rights becomes effective or the
surviving or acquiring entity of that issuer after the corporate
action becomes effective.
NRS 92A.340 Computation of interest. Interest payable
pursuant to NRS 92A.300 to 92A.500, inclusive, must be computed
from the effective date of the action until the date of payment,
at the average rate currently paid by the entity on its
principal bank loans or, if it has no bank loans, at a rate that
is fair and equitable under all of the circumstances.
NRS 92A.380 Right of stockholder to dissent from certain
corporate actions and to obtain payment for shares.
1. Except as otherwise provided in NRS 92A.370 and 92A.390, a
stockholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of any of the
following corporate actions:
(a) Consummation of a plan of merger to which the domestic
corporation is a party:
(1) If approval by the stockholders is required for the merger
by NRS 92A.120 to 92A.160, inclusive, or the articles of
incorporation and he is entitled to vote on the merger; or
(2) If the domestic corporation is a subsidiary and is merged
with its parent under NRS 92A.180.
(b) Consummation of a plan of exchange to which the domestic
corporation is a party as the corporation whose subject owner's
interests will be acquired, if he is entitled to vote on the
plan.
(c) Any corporate action taken pursuant to a vote of the
stockholders to the event that the articles of incorporation,
bylaws or a resolution of the board of directors provides that
voting or nonvoting stockholders are entitled to dissent and
obtain payment for their shares.
2. A stockholder who is entitled to dissent and obtain payment
under NRS 92A.300 to 92A.500, inclusive, may not challenge the
corporate action creating his entitlement unless the action is
unlawful or fraudulent with respect to him or the domestic
corporation.
NRS 92A.390 Limitations on right of dissent: Stockholders of
certain classes or series; action of stockholders not required
for plan of merger.
1. There is no right of dissent with respect to a plan of
merger or exchange in favor of stockholders of any class or
series which, at the record date fixed to determine the
stockholders entitled to receive notice of and to vote at the
meeting at which the plan of merger or exchange is to be acted
on, were either listed on a national securities exchange,
included in the national market system by the National
Association of Securities Dealers, Inc., or held by at least
2,000 stockholders of record, unless:
(a) The articles of incorporation of the corporation issuing the
shares provide otherwise; or
(b) The holders of the class or series are required under the
plan of merger or exchange to accept for the shares anything
except:
(1) Cash, owner's interests or owner's interests and cash in
lieu of fractional owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective date of the plan
of merger or exchange, were either listed on a national
securities exchange, included in the national market system by
the National Association of Securities Dealers, Inc., or held of
record by a least 2,000 holders of owner's interests of record;
or
(2) A combination of cash and owner's interests of the kind
described in sub-subparagraphs (I) and (II) of subparagraph (1)
of paragraph (b).
2. There is no right of dissent for any holders of stock of the
surviving domestic corporation if the plan of merger does not
require action of the stockholders of the surviving domestic
corporation under NRS 92A.130.
NRS 92A.400 Limitations on right of dissent: Assertion as to
portions only to shares registered to stockholder; assertion by
beneficial stockholder.
1. A stockholder of record may assert dissenter's rights as to
fewer than all of the shares registered in his name only if he
dissents with respect to all shares beneficially owned by any
one person and notifies the subject corporation in writing of
the name and address of each person on whose behalf he asserts
dissenter's rights. The rights of a partial dissenter under this
subsection are determined as if the shares as to which he
dissents and his other shares were registered in the names of
different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to
shares held on his behalf only if:
(a) He submits to the subject corporation the written consent of
the stockholder of record to the dissent not later than the time
the beneficial stockholder asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is the
beneficial stockholder or over which he has power to direct the
vote.
NRS 92A.410 Notification of stockholders regarding right of
dissent.
1. If a proposed corporate action creating dissenters' rights
is submitted to a vote at a stockholders' meeting, the notice of
the meeting must state that stockholders are or may be entitled
to assert dissenters' rights under NRS 92A.300 to 92A.500,
inclusive, and be accompanied by a copy of those sections.
2. If the corporate action creating dissenters' rights is taken
by written consent of the stockholders or without a vote of the
stockholders, the domestic corporation shall notify in writing
all stockholders entitled to assert dissenters' rights that the
action was taken and send them the dissenter's notice described
in NRS 92A.430.
NRS 92A.420 Prerequisites to demand for payment for
shares.
1. If a proposed corporate action creating dissenters' rights
is submitted to a vote at a stockholders' meeting, a stockholder
who wishes to assert dissenter's rights:
(a) Must deliver to the subject corporation, before the vote is
taken, written notice of his intent to demand payment for his
shares if the proposed action is effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. A stockholder who does not satisfy the requirements of
subsection 1 and NRS 92A.400 is not entitled to payment for his
shares under this chapter.
NRS 92A.430 Dissenter's notice: Delivery to stockholders
entitled to assert rights; contents.
1. If a proposed corporate action creating dissenters' rights
is authorized at a stockholders' meeting, the subject
corporation shall deliver a written dissenter's notice to all
stockholders who satisfied the requirements to assert those
rights.
2. The dissenter's notice must be sent no later than 10 days
after the effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where
and when certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates
to what extent the transfer of the shares will be restricted
after the demand for payment is received;
(c) Supply a form for demanding payment that includes the date
of the first announcement to the news media or to the
stockholders of the terms of the proposed action and requires
that the person asserting dissenter's rights certify whether or
not he acquired beneficial ownership of the shares before that
date;
(d) Set a date by which the subject corporation must receive the
demand for payment, which may not be less than 30 nor more than
60 days after the date the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500,
inclusive.
NRS 92A.440 Demand for payment and deposit of certificates;
retention of rights of stockholder.
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of the
shares before the date required to be set forth in the
dissenter's notice for this certification; and
(c) Deposit his certificates, if any, in accordance with the
terms of the notice.
2. The stockholder who demands payment and deposits his
certificates, if any, before the proposed corporate action is
taken retains all other rights of a stockholder until those
rights are canceled or modified by the taking of the proposed
corporate action.
3. The stockholder who does not demand payment or deposit his
certificates where required, each by the date set forth in the
dissenter's notice, is not entitled to payment for his shares
under this chapter.
NRS 92A.450 Uncertificated shares: Authority to restrict
transfer after demand for payment; retention of rights of
stockholder.
1. The subject corporation may restrict the transfer of shares
not represented by a certificate from the date the demand for
their payment is received.
2. The person for whom dissenter's rights are asserted as to
shares not represented by a certificate retains all other rights
of a stockholder until those rights are canceled or modified by
the taking of the proposed corporate action.
NRS 92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days
after receipt of a demand for payment, the subject corporation
shall pay each dissenter who complied with NRS 92A.440 the
amount the subject corporation estimates to be the fair value of
his shares, plus accrued interest. The obligation of the subject
corporation under this subsection may be enforced by the
district court:
(a) Of the county where the corporation's registered office is
located; or
(b) At the election of any dissenter residing or having its
registered office in this state, of the county where the
dissenter resides or has its registered office. The court shall
dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a
fiscal year ending not more than 16 months before the date of
payment, a statement of income for that year, a statement of
changes in the stockholders' equity for that year and the latest
available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of the
fair value of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment
under NRS 92A.480; and
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
NRS 92A.470 Payment for shares: Shares acquired on or after
date of dissenter's notice.
1. A subject corporation may elect to withhold payment from a
dissenter unless he was the beneficial owner of the shares
before the date set forth in the dissenter's notice as the date
of the first announcement to the news media or to the
stockholders of the terms of the proposed action.
2. To the extent the subject corporation elects to withhold
payment, after taking the proposed action, it shall estimate the
fair value of the shares, plus accrued interest, and shall offer
to pay this amount to each dissenter who agrees to accept it in
full satisfaction of his demand. The subject corporation shall
send with its offer a statement of its estimate of the fair
value of the shares, an explanation of how the interest was
calculated, and a statement of the dissenters' right to demand
payment pursuant to NRS 92A.480.
NRS 92A.480 Dissenter's estimate of fair value: Notification of
subject corporation; demand for payment of estimate.
1. A dissenter may notify the subject corporation in writing of
his own estimate of the fair value of his shares and the amount
of interest due, and demand payment of his estimate, less any
payment pursuant to NRS 92A.460, or reject the offer pursuant to
NRS 92A.470 and demand payment of the fair value of his shares
and interest due, if he believes that the amount paid pursuant
to NRS 92A.460 or offered pursuant to NRS 92A.470 is less than
the fair value of his shares or that the interest due is
incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to
this section unless he notifies the subject corporation of his
demand in writing within 30 days after the subject corporation
made or offered payment for his shares.
NRS 92A.490 Legal proceeding to determine fair value: Duties of
subject corporation; powers of court; rights of dissenter.
1. If a demand for payment remains unsettled, the subject
corporation shall commence a proceeding within 60 days after
receiving the demand and petition the court to determine the
fair value of the shares and accrued interest. If the subject
corporation does not commence the proceeding within the 60-day
period, it shall pay each dissenter whose demand remains
unsettled the amount demanded.
2. A subject corporation shall commence the proceeding in the
district court of the county where its registered office is
located. If the subject corporation is a foreign entity without
a resident agent in the state, it shall commence the proceeding
in the county where the registered office of the domestic
corporation merged with or whose shares were acquired by the
foreign entity was located.
3. The subject corporation shall make all dissenters, whether
or not residents of Nevada, whose demands remain unsettled,
parties to the proceeding as in an action against their shares.
All parties must be served with a copy of the petition.
Nonresidents may be served by registered or certified mail or by
publication as provided by law.
4. The jurisdiction of the court in which the proceeding is
commenced under subsection 2 is plenary and exclusive. The court
may appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value.
The appraisers have the powers described in the order appointing
them, or any amendment thereto. The dissenters are entitled to
the same discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is
entitled to a judgment:
(a) For the amount, if any, by which the court finds the fair
value of his shares, plus interest, exceeds the amount paid by
the subject corporation; or
(b) For the fair value, plus accrued interest, of his after-
acquired shares for which the subject corporation elected to
withhold payment pursuant to NRS 92A.470.
NRS 92A.500 Legal proceeding to determine fair value:
Assessment of costs and fees.
1. The court in a proceeding to determine fair value shall
determine all of the costs of the proceeding, including the
reasonable compensation and expenses of any appraisers appointed
by the court. The court shall assess the costs against the
subject corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court
finds equitable, to the extent the court finds the dissenters
acted arbitrarily, vexatiously or not in good faith in demanding
payment.
2. The court may also assess the fees and expenses of the
counsel and experts for the respective parties, in amounts the
court finds equitable:
(a) Against the subject corporation and in favor of all
dissenters if the court finds the subject corporation did not
substantially comply with the requirements of NRS 92A.300 to
92A.500, inclusive; or
(b) Against either the subject corporation or a dissenter in
favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted
arbitrarily, vexatiously or not in good faith with respect to
the rights provided by NRS 92A.300 to 92A.500, inclusive.
3. If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters
similarly situated, and that the fees for those services should
not be assessed against the subject corporation, the court may
award to those counsel reasonable fees to be paid out of the
amounts awarded to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the court
may assess the costs against the subject corporation, except
that the court may assess costs against all or some of the
dissenters who are parties to the proceeding, in amounts the
court finds equitable, to the extent the court finds that such
parties did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding
commenced pursuant to NRS 92A.460 or 92A.490 from applying the
provisions of N.R.C.P. 68 or NRS 17.115.
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as
of September 1, 2000 (12,016,140 issued and outstanding) by (i)
all stockholders known to the Company to be beneficial owners of
more than 5% of the outstanding common stock; and (ii) all of
the current directors and executive officers of the Company as a
group:
Title of Name and Address of Amount of Percent
Class Beneficial Owner Beneficial of
Ownership(1) class
Common Brent Nelson 2,771,270 (2) 23.06%
Stock 10900 N.E. 8th Street
Bellevue, WA 98004
Common Arthur Birzneck 424,500 3.53%
Stock 16766 16th Avenue
Surrey, British
Columbia V4P 2P7
Common Franco Columbu 68,750 0.57%
Stock 1732 South Sepulveda Blvd.
Los Angeles, CA 90025
Common David Gideon Thomson 0 0.00%
Stock 1732 South Sepulveda Blvd.
Los Angeles, CA 90025
Common John G. Smith 0 0.00%
Stock 1185 West Georgia Street
Suite 910
Vancouver, British Columbia
V6E 4E6
Common Shares of all directors and 3,264,520 27.17%
Stock executive officers as a group (5
persons)
(1) Except as noted in footnote 2 below, each person has sole
voting power and sole dispositive power as to all of the shares
shown as beneficially owned by them
(2) This figure includes the 2,605,520 shares owned by
Northwest Capital Partners, L.L.C., 10900 N.E. 8th Street,
Bellevue, Washington 98004, since Mr. Nelson is the managing
director of this firm.
ELECTION OF DIRECTORS
EXECUTIVE OFFICERS
The names, ages, and respective positions of the directors and
officers of the Company are set forth below. The Company's
Board of Directors is currently composed of five members; David
Gideon Thomson has chosen not to stand for re-election. The
Company's Bylaws provide that Directors are to serve only until
the next Annual Meeting of Shareholders or until their
successors are elected and qualified. Officers will hold their
positions at the will of the Board of Directors, absent any
employment agreement, of which none currently exist or are
contemplated. There are no arrangements, agreements or
understandings between non-management shareholders and
management under which non-management shareholders may directly
or indirectly participate in or influence the management of the
Company's affairs. Messrs. Birzneck and Nelson joined the
Company on its founding in 1997; Mssrs. Thomson, Columbu, and
Smith joined the Company as directors on May 1, 1999. The
Directors and Executive Officers of the Company are not a party
to any material pending legal proceedings and, to the best of
their knowledge, no such action by or against them has been
threatened.
Directors and Executive Officers.
(a) David Gideon Thomson, Chairman of the Board.
Mr. Gideon Thomson, age 62, is a British entertainment
consultant, executive and producer. He has been semi-retired
for the last five years. Prior to that, he held top management
positions including Managing Director of Polytel (Polygram's
film and TV division), Deputy Chairman of the Robert
Stigwood Organization and Chairman of Charisma Records and
Films. During his tenure at Polytel and Robert Stigwood,
Mr. Gideon Thomson was involved with many award-winning
films and television programs, including such films as
Saturday Night Fever and Grease; the stage production of
Evita; McVicar; and the acclaimed film, Too Far To Go for
NBC New York. He was also the executive producer of the
feature film Quadrophenia. He has been an advisor to many US, UK
and other European film and TV production and distribution
companies.
(b) Franco Columbu, Chief Executive Officer/Director.
Dr. Columbu, age 58, oversees all film and television
activities of the Company. Dr. Columbu's extensive career in
bodybuilding and powerlifting has earned him every major title
including the prestigious Mr. Olympia, Mr. World and Mr.
Universe titles. His connections in the film industry are
extensive, having appeared in film such as Pumping Iron, Stay
Hungry, Conan the Barbarian, Running Man, and Terminator. He
has produced two feature films, Beretta's Island and
Doublecross, through his production company Franco Columbu
Productions, Inc. He also has been featured in several
national commercials and been a guest on numerous talk shows.
In addition to his industry experience, Dr. Columbu
maintains an active chiropractic practice and consults with
private individuals on health concerns for over five years.
From October 1997 to the present, Mr. Columbu has also served as
a Director of Westar
(c) Arthur Birzneck, President/Director.
Mr. Birzneck, age 32, has been with the Company since its
inception and is responsible for overseeing all operating
activities and the development of its domestic and
international ventures. He is an executive producer of
Westar's current feature film, The Process. Prior to Eclipse,
Mr. Birzneck spent three years as president of Bask
Entertainment Inc., a Vancouver, Canada based production
company. He has participated financially in several film
projects, most recently as an investor in Canadian-based HPP
Production's Hero of the Planet. Mr. Birzneck also has been
involved in promoting numerous Hip-Hop music groups. As a
principal of MB Productions, his clients included Hip Hop
artists Candy Man, Lighter Shade of Brown and the Rascalz. From
October 1997 to the present, Mr. Birzneck has also served as a
Director of Westar
(d) John G. Smith, Vice President Legal Affairs/Director.
Mr. Smith, age 64, is a Cambridge, England-educated lawyer,
who has practiced corporate and commercial law in British Columbia,
Canada for more than 30 years, with a specialization in
entertainment and communications law. He is a principal,
co-owner, and corporate counsel of The Beacon Group of Companies
that manages the marketing, distribution and
financing of motion pictures, studio projects and
entertainment software. He is a member of the Canadian Bar
Association and the Law Society of British Columbia; and
was previously a governor of the Canadian Tax Foundation and a
director of the BC Motion Picture Foundation, as well as
a variety of performing arts organizations. From January
1998 to the present, Mr. Smith has also served as a Director of
Westar
(e) Brent Nelson, Secretary/Treasurer/Director.
Mr. Nelson, age 39, has been with the Company since its
inception. He has more than 15 years experience in corporate
and project financing and serves on the boards of several
companies in the United States and abroad: Palmworks, Inc.,
CybeRecord, Inc., Interactive Objects, Inc., International
Digital Technology, Inc., Mobile PET Systems, Inc. and Polar
Cargo Systems, Inc. Mr. Nelson has participated financially
in several film and music industry projects, including
MB Productions and the Canadian Hip Hop label Masiv Music.
Approximately 5 years ago, he founded and became Managing
Director of Northwest Capital Partners, L.L.C. a Bellevue,
Washington based venture capital company. Northwest Capital is
very active in both private and public financing on an
international basis. Mr. Nelson also is executive producer of
the Company's current feature film The Process. During 1997,
Mr. Nelson also served as a Director of Westar
Executive Compensation.
(a) The officers and directors have not received any
compensation to date. They will not be remunerated until the
Company turns profitable.
(b) There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Company in the event of retirement at normal retirement date as
there is no existing plan provided for or contributed to by the
Company.
(c) No remuneration is proposed to be paid in the future
directly or indirectly by the Company to any officer or director
since there is no existing plan which provides for such payment,
including a stock option plan.
Certain Relationships and Related Transactions.
Other than as set forth below, there are no relationships,
transactions, or proposed transactions to which the Company was
or is to be a party, in which any of the named persons set forth
previously had or is to have a direct or indirect material
interest.
There was a promissory note for $442,285 payable to
Northwest Capital Partners, L.L.C., a shareholder of the
Company controlled by Brent Nelson, a Director of the Company.
The note was unsecured and payable on demand. In October 1999
the Company issued 2,305,520 shares of Common Stock pursuant to
Rule 504 Regulation D of the Securities Act of 1933 in
satisfaction of that note.
Northwest Capital Partners, L.L.C. has advanced the Company
the sum of $51,165. There are no specific repayment terms on
this advance. The purpose of this advance was that the Company
required additional funding to continue operating.
The Company entered into a marketing agreement with Westar
Entertainment, Inc., on January 1, 1998 under which this firm is
providing marketing for the Company's products both domestically
and worldwide. Messrs. Columbu, Birzneck, and Smith are
currently directors of Westar Entertainment, Inc.; Mr. Nelson
has previously resigned as a director of this firm. Currently,
Messrs. Birzneck and Columbu each own approximately 45% of the
issued and outstanding common stock of Westar Entertainment,
Inc.; Mr. Smith owns approximately 10% of this stock.
The Company has entered into distribution agreement with Mr.
Columbu, an officer and director of the Company, covering the
films Beretta's Island and Double Cross. In addition, the
Company has entered into a distribution agreement with Pinoy
Productions, Inc. covering the film The Process (Mr. Birzneck,
an officer and director of the Company, is also President of
that company).
For each of the transactions noted above, the transaction was
negotiated, on the part of the Company, on the basis of what is
in the best interests of the Company and its shareholders. In
addition, in each case the interested affiliate did vote in
favor of the transaction; however, the full board of directors
did make the determination that the terms in each case were as
favorable as could have been obtained from non-affiliated
parties.
The lease on the offices of the Company, recently moved, in
Culver City, California are provided at no charge by Westar
Entertainment, Inc. These offices are currently adequate for
the needs of the Company.
Certain of the officers and directors of the Company are engaged
in other businesses, either individually or through partnerships
and corporations in which they have an interest, hold an office,
or serve on a board of directors. As a result, certain
potential conflicts of interest, such as those set forth above
with the transactions, may arise between the Company and its
officers and directors. The Company will attempt to resolve
such conflicts of interest in favor of the Company by carefully
reviewing each proposed transaction to determine its fairness to
the Company and its shareholders and whether the proposed terms
of the transaction are at least as favorable as those which
could be obtained from independent sources. The officers and
directors of the Company are accountable to it and its
shareholders as fiduciaries, which requires that such officers
and directors exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of the Company or on behalf of itself and other
similarly situated shareholders to recover damages or for other
relief in cases of the resolution of conflicts is in any manner
prejudicial to the Company.
Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934 requires
executive officers and directors, and persons who beneficially
own more than 10% of any class of the Company's equity
securities to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission
("SEC"). Executive officers, directors and beneficial owners of
more than 10% of any class of the Company's equity securities
are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished
to the Company during or with respect to fiscal 1999, and
certain written representations from executive officers and
directors, the Company is aware that each such reporting persons
inadvertently failed to file a Form 3 at the time the Company
became registered under Section 12 of such act (January 18,
2000). Such forms have been prepared and filed.
Committees of the Board of Directors.
The Company does not currently have standing audit,
nominating, and compensation committees.
Meetings of the Board of Directors.
During the last fiscal year (ended on December 31, 1999),
the total number of meetings of the Board of Directors which
were held was two. None of the incumbent directors of the
Company attended less than 75 percent of the total meetings.
The Board of Directors also took action by unanimous written
consent four other times during that fiscal year.
INDEPENDENT PUBLIC ACCOUNTANTS
L.L. Bradford & Company, LLC of Las Vegas, Nevada issued
the report for the Company's audited financial statements for
the fiscal year ended December 31, 1999. The Board of Directors
has approved by resolution a proposal to retain L.L. Bradford &
Company, LLC for the fiscal year that commenced on January 1,
2000. The Board of Directors of the Company recommends a vote
FOR the retention of L.L. Bradford & Company, LLC for the
current fiscal year.
FINANCIAL AND OTHER INFORMATION
The Form 10-KSB/A for the fiscal year ended June 30, 1999
and the Form 10-QSB for the latest quarter ended on June 30,
2000 are incorporated by reference to this Proxy Statement and
are being delivered to security holders of the Company along
with this Proxy Statement.
SHARE EXCHANGE WITH WESTAR ENTERTAINMENT, INC.
The Board of Directors has unanimously approved the Company's
share exchange with Westar Entertainment, Inc., a Nevada
corporation ("Westar"), whereby all the shares of Westar would
be exchanged for shares of common stock of the Company. After
the exchange, shareholders in Westar will own an interest in the
Company, which will in turn own all of the issued and
outstanding common stock of the Company. These shareholders'
basic voting rights will not change as a result of the share
exchange. The Share Purchase Agreement between the Company
and Westar is the legal document that will govern the exchange;
a copy of this agreement is available upon request from the Company.
Reasons for the Exchange
The Company's management believes that having Westar as a
subsidiary will provide the Company with direct distribution
capabilities and help market the Company's film products
worldwide. This integration of production and distribution will
allow the Company to maximize the exploitation of its film
products.
Business Description of Westar
Westar is an independent film production and distribution
company specializing in action/adventure films, television
series and documentaries. Westar emphasizes action/adventure
programming in its portfolio in order to meet the strong
interest and rising demand among its foreign buyers. During the
past two years Westar produced and acquired nine films. This
company will provide worldwide distribution for the Company's
two new feature films slated to begin production in the fall of
2000. Additionally, Westar is currently in production on a
video fitness series and a documentary series.
Exchange Procedure.
The share exchange will be effected by the purchase of all the
outstanding shares of common stock of Westar for the sum of
$104,500, payable as follows: (a) the issuance to the existing
shareholders of Westar of 190,000 shares of restricted common
stock of the Company, valued at $0.50 per share (these shares
will be issued pursuant to the exemption from registration under
the Securities Act of 1933 as provided by Rule 506 of Regulation
D thereunder); and (b) the payment of $9,500 in cash. When the
exchange is complete, each outstanding five shares of common
stock of Westar will be automatically exchanged for one share of
common stock of the Company. It will not be necessary for
shareholders of Westar to exchange their existing stock
certificates for certificates of the Company. Certificates for
shares of Westar's common stock will automatically represent the
appropriate number of shares of the Company's common stock when
the exchange is completed. If shareholders desire to sell some
or all of their shares after the exchange is completed, delivery
of the stock certificate or certificates that previously
represented Westar shares will be sufficient. Following the
exchange, certificates bearing the name of the Company will be
issued in the normal course upon surrender of outstanding Westar
certificates for transfer or exchange. If shareholders surrender
a certificate representing Westar shares for exchange or
transfer and new certificates are to be issued in a name other
than that appearing on the surrendered certificate, the
surrendered certificate must be accompanied by (1) all documents
required to evidence and effect the transfer and (2) evidence
that any applicable stock transfer taxes have been paid.
Conditions to Consummation of the Exchange.
The exchange will not be completed unless, among other things,
the following conditions are satisfied or, if allowed by law,
waived: The exchange is approved by the requisite vote of
shareholders of the Company and Westar; none of the parties to
the exchange agreement is subject to any decree, order or
injunction that prohibits the consummation of the exchange; and
the representations and warranties of the parties to the Share
Purchase Agreement are true and correct.
Amendment or Termination.
The exchange agreement may be amended, modified or supplemented
at any time before or after its adoption by the shareholders of
the Company and Westar. However, after adoption, no amendment,
modification or supplement may be made or effected that requires
further approval by the companies' shareholders without
obtaining that approval. The Board of Directors of the
companies may terminate the exchange agreement and abandon the
exchange at any time before its effectiveness.
Effective Time.
The Company anticipates that the exchange will become effective
promptly following the Annual Meeting. The exchange, if
approved by the companies' and not terminated by their Boards of
Directors, will become effective upon the filing of Articles of
Exchange with the Nevada Secretary of State, unless a later
effective time is specified in this filing.
Required Vote.
The exchange requires the affirmative vote of the holders of a
majority of the outstanding common stock of the Company and
Westar (such approval has been made by unanimous written consent
of the shareholders of Westar, dated September 28, 2000).
Recommendation of the Board of Directors.
A vote FOR the approval of the exchange will constitute approval
and adoption of the exchange agreement relating to the
exchanger, approval of the exchange of common stock of the
Westar for common stock of the Company, and approval of all
other aspects of the proposed exchange. The Board of Directors
recommends a vote FOR this proposal.
Material Federal Income Tax Consequences.
United States federal income tax consequences of the exchange
include the following: Shareholders of Westar will not, under
Section 354 of the Internal Revenue Code, recognize gain or loss
when they receive shares of the Company common stock in exchange
for shares of Westar common stock in the exchange based on the
determination by the parties to the transaction that the
principal amount of the 950,000 shares of common stock is equal
to the principal amount of 190,000 shares of common stock of the
Company, plus $9,500. Therefore, a Westar stockholder's
aggregate basis of the shares in the Company common stock
received in the exchange will be the same as the aggregate basis
of the shares of Westar common stock surrendered in exchange for
those shares. A Westar stockholder's holding period in the
shares of the Company common stock received in the exchange will
include the holding period of the shares of Westar common stock
surrendered in exchange for those shares, provided that such
stockholder holds those shares of Westar common stock as capital
assets when the exchange occurs; and no gain or loss will be
recognized by Westar or the Company as a result of the exchange.
The Company believes that the foregoing addresses the material
United States federal income tax consequences of the exchange to
shareholders of Westar. The discussion is based upon the
Internal Revenue Code of 1986, as amended, applicable Treasury
Regulations, judicial decisions and current administrative
rulings, all of which are subject to change with retroactive
effect. In addition, this discussion is conditioned upon the
accuracy of certain factual matters as to which the Company has
represented as and believes are true. However, this discussion
is not binding on the Internal Revenue Service or the courts so
the Company cannot assure Westar shareholders that the federal
income tax consequences of the exchange that are described above
will be available to shareholders or the Company. Because the
tax consequences to shareholders of the exchange may be affected
by their particular circumstances and by the applicability to
them of one or more special rules like those which apply to
dealers in securities, foreign persons, mutual funds, insurance
companies and persons who do not hold their shares as capital
assets, the Company urges shareholders to consult their own tax
advisor concerning the effect of the exchange upon them,
including the effect of any state, local or other tax to which
they may be subject.
Comparative Rights of Shareholders.
As both the Company and Westar are Nevada corporation, all the
shareholders of the companies will still be governed by Nevada
after the share exchange.
Effect of Exchange.
The effect of the exchange will be that all of the issued
and outstanding of Westar will be owned by the Company and the
existing shareholders of Westar will become shareholders of the
Company.
MISCELLANEOUS
The principal accountant for the current fiscal year and for the
most recently completed fiscal year of the Company is not
expected to be present at the Annual Meeting of the Company.
However, shareholders may submit questions of an accounting
nature to the Company in writing at the meeting and they will be
subsequently responded to.
Three of the four nominees for the Board of Directors of the
Company are the current shareholders and directors of Westar.
These individuals have an interest in the acquisition of the
shares of common stock of Westar by the Company that is
different than the interest of other shareholders of the Company
in that they will directly benefit from this transaction with
shares of common stock in the Company.
OTHER BUSINESS
As of the date of this proxy statement, the Company knows
of no business that will be presented for consideration at the
Annual Meeting other than the items referred to above. If any
other matter is properly brought before the meeting for action
by the shareholders, proxies in the enclosed forms returned to
the company will be voted in accordance with the recommendation
of the Board of Directors or, in the absence of such a
recommendation, in accordance with the judgment of the proxy
holder.
The information incorporated by reference to this Proxy
Statement is the Form 10-KSB for the fiscal year ended December
31, 1999 and the latest Form 10-QSB for the quarter ended June
30, 2000.
By order of the Board of Directors
/s/ Brent Nelson
Brent Nelson
Corporate Secretary
September 15, 2000
P R O X Y
ECLIPSE ENTERTAINMENT GROUP, INC.
Annual Meeting of Shareholders To Be Held October 23, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Franco Columbu, Arthur Bizneck,
John G. Smith, and Brent Nelson, or any of them, as proxies of
the undersigned, with full power of substitution, and hereby
authorizes them to represent and to vote at the Annual Meeting
of Shareholders of Eclipse Entertainment Group, Inc. (sometimes
hereinafter referred to as the "Company") to be held on Monday,
October 23, 2000, as designated below, all of the common stock
of Eclipse Entertainment Group, Inc. held of record by the
undersigned on September 1, 2000, at the executive offices of
the Company, located at 10520 Venice Boulevard, Culver City,
California 90232, for matters that properly may come before the
meeting or any adjournment thereof.
1. ELECTION OF DIRECTORS (circle one):
FOR WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees listed below
Franco Columbu Arthur Bizneck John G. Smith Brent Nelson
2. TO APPROVE THE SELECTION OF L.L. BRADFORD & COMPANY, LLC AS
THE COMPANY'S INDEPENDENT ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR (circle one).
FOR AGAINST ABSTAIN
3. TO APPROVE THE ACQUISITION, WHICH INCLUDES A SHARE
EXCHANGE, BY THE COMPANY OF ALL THE ISSUED AND OUTSTANIDNTG
COMMON STOCK OF WESTAR ENTERTAINMENT, INC., A NEVADA CORPORATION
("WESTAR"), WHEREBY WESTAR WOULD BECOME A WHOLLY OWNED
SUBSIDIARY OF THE COMPANY (circle one).
FOR AGAINST ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS
GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH
ABOVE. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting of Shareholders of Eclipse
Entertainment Group, Inc. to be held on October 23, 2000, the
Proxy Statement of such meeting, the Form 10-KSB for the fiscal
year ended December 31, 1999, and the latest Form 10-QSB for the
quarter ended June 30, 2000.
Dated: ______________, 2000
____________________________________________________
(Signature of Shareholder)
Note: Please sign exactly as name appears on stock certificate
(as indicated on reverse side). All joint owners should sign.
When signing as personal representative, executor,
administrator, attorney, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporation
name by president or other authorized person. If a partnership,
please sign in partnership name by a partner.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
