SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240-11(c) orss.240.14a-12
Fortune Entertainment Corportaion
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(Name of Registrant as Specified in Its Charter)
William T. Hart - Attorney for Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration No.:
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3) Filing Party:
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4) Date Filed:
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FORTUNE ENTERTAINMENT CORPORATION
333 Orville Wright Court.
Las Vegas, Nevada 89119
(702) 614-6124
(702) 614-7114 - Fax
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 15, 2000
To the Shareholders:
Notice is hereby given that a special meeting of the shareholders of
Fortune Entertainment Corporation (the "Company") will be held at the Company's
offices, 333 Orville Wright Court, Las Vegas, Nevada 89119 on August 15, 2000,
at 10:00 A.M., for the following purpose:
(1) To approve an amendment to the Company's Articles of Incorporation
whereby the authorized capitalization of the Company will be
increased to 40,000 shares of common stock; and to
Transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on July 28, 2000 as
the record date for the determination of shareholders entitled to notice of and
to vote at such meeting. Shareholders are entitled to one vote for each share
held. As of July 28, 2000, there were 25,829,280 shares of the Company's common
stock which were issued and outstanding.
FORTUNE ENTERTAINMENT CORPORATION
July 31, 2000 By Doug Sanderson
President
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FORTUNE ENTERTAINMENT CORPORATION
333 Orville Wright Court.
Las Vegas, Nevada 89119
(702) 614-6124
(702) 614-7114 - Fax
PROXY STATEMENT
Special Meeting of Shareholders
To Be Held on August 15, 2000
The accompanying proxy is solicited by the Board of Directors of the
Company for voting at a special meeting of shareholders to be held on August 15,
2000, and at any and all adjournments of such meeting. If the proxy is executed
and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposal set forth in the accompanying notice of the special meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting. Additionally, any later
dated proxy will revoke a previous proxy from the same shareholder. This proxy
statement was mailed to shareholders of record on or about July 31, 2000.
Only the holders of the Company's common stock are entitled to vote at the
meeting. Each share of common stock is entitled to one vote and votes may be
cast either in person or by proxy. A quorum consisting of one-third of the
shares entitled to vote is required for the meeting. The adoption of the
proposal to increase the authorized capitalization of the Company will require
the approval of shareholders owning a majority of the issued and outstanding
shares of the Company's common stock. The affirmative vote of the holders of a
majority of the outstanding shares of the Company's common stock is required to
approve any other proposals to come before the meeting.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the special
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Abstentions and broker non-votes will have the same effect as votes against the
proposals to be considered at the meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of July 28, 2000, information with
respect to the only persons owning beneficially 5% or more of the Company's
outstanding common stock and the number and percentage of outstanding shares
owned by each director and officer and by the Company's officers and directors
as a group. Unless otherwise indicated, each owner has sole voting and
investment power over his shares of common stock.
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Number of Percent of
Name and Address Shares (1) Class (4)
---------------- ------------ ------------
Douglas R. Sanderson -- --
333 Orville Wright Court
Las Vegas, NV 89119
Roland M. Thomas -- --
2700 East Sunset Road
Suite #39
Las Vegas, NV 89120
Robert V. Eberle -- --
200 Walnut Street
Suite G
Saugus, MA 01906
Theodore Silvester, Jr. 35,000 (2) *
144 Elm Street, 2nd floor
Suite 16
Biddeford, ME 04005
Dick Anagnost 150,000 *
730 Pine Street
Manchester, NH 03104-3108
William M. Danton 995,000 (3) 3.9%
144 Elm Street, 2nd floor
Suite 16
Biddeford, ME 04005
Officers and Directors as a 185,000 *
Group (5 persons)
* Less than 1%
(1) Excludes shares issuable prior to September 30, 2000 upon the exercises of
options granted to the following persons:
Shares Issuable
Upon Exercise Option Expiration
Name of Option Exercise Price Date of Option
Douglas R. Sanderson 500,000 $0.20 4/30/10
Roland M. Thomas 200,000 $0.90 5/22/03
Robert Eberle -- -- --
Theodore Silvester, Jr. 125,000 $0.90 5/22/03
Dick Anagnost -- -- --
William M. Danton 250,000 $0.90 5/22/03
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(2) Excludes 870,000 shares held by Team Rainbow, Inc., a corporation in which
Mr. Sylvester owns a 20% interest.
(3) Shares are registered in the name of WWT&T Ltd. Mr. Danton, a former
officer and director of the Company, may be considered the beneficial owner
of these shares.
(4) Computed without giving effect to any shares issuable upon the exercise of
any warrants or options or upon the conversion of any promissory notes or
other convertible securities.
OFFICERS AND DIRECTORS
Name Age Position
Douglas R. Sanderson 54 President, Chief Executive Officer and a
Director
Roland M. Thomas 49 Chief Operating Officer
Robert V. Eberle 46 Chief Financial Officer
Theodore Silvester, Jr. 53 Vice President and a Director
Dick Anagnost 43 Director
Each director holds office until his successor is duly elected by the
stockholders. Executive officers serve at the pleasure of the Board of
Directors.
The following sets forth certain information concerning the past and
present principal occupations of Fortune's officers and directors.
Douglas R. Sanderson has been the Company's President, Chief Executive
Officer and a Director since June 2000. From June 1994 to March 1997 Mr.
Sanderson was President of the Gaming Division of Sega Enterprises, Inc. From
March 1997 to May 2000 Mr. Sanderson was President of Sega Gaming Technology,
Inc.
Roland M. Thomas has been the Company's Chief Operating Officer since
December 1998. Mr. Thomas has been involved in the management of product
development, software, systems, technology project management and international
corporate development for over 20 years. Between February 1996 and September
1998 Mr. Thomas was the Chief Executive Officer of Casino Software Corporation.
Since August 1993 Mr. Thomas has also been the President of ERT Technology Corp.
Robert V. Eberle has been the Company's Chief Financial Officer since July
1999. For the past 17 years Mr. Eberle has also been an attorney in private
practice.
Theodore Silvester, Jr. has been the Company's Vice President and a
Director since July 1999. Between March 1994 and September 1997 Mr. Silvester
was the director of sales and marketing for Professional Video Association,
Inc., a corporation which was acquired by the Company in September 1997.
Dick Anagnost has been a director of the Company since February 2000. Mr.
Anagnost has been involved in all aspects of real estate development, management
and finance since 1979.
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Douglas R. Sanderson, Roland Thomas, and Theodore Silvester, Jr. devote
substantially all of their time on the Company's business. Robert Eberle devotes
approximately 50% of his time to the Company's affairs. Dick Anagnost, as a
director, devotes only a minimal amount of time to the Company.
Change in Management
Beginning in December 1998 the management of the Company changed. The
following provides certain information concerning the dates of service of the
former and present management of the Company.
Periods of
Name Position Service
David B. Jackson President and a Director 8/97 to 12/98
D. Bruce Horton Chief Financial Officer, 8/97 to 7/99
Secretary and Director
William M. Danton President and a Director 12/98 to 6/00
Roland M. Thomas Chief Operating Officer Since 12/98
Robert V. Eberle Chief Financial Officer Since 7/99
Theodore Silvester, Jr. Vice President and a Director Since 7/99
Dick Anagnost Director Since 2/2000
Douglas R. Sanderson President, Chief Executive Since 6/2000
Officer and a Director
Compensation
Proposed Time to be Devoted
Name Compensation To Company's Business
Douglas R. Sanderson $ 200,000 100%
Roland M. Thomas $ 90,000 100%
Robert V. Eberle $ 45,000 50%
Theodore Silvester, Jr. $ 90,000 100%
PROPOSAL TO INCREASE THE COMPANY'S AUTHORIZED CAPITALIZATION
The Company has an authorized capitalization of 30,000,000 share of common
stock and 5,000,000 shares of preferred stock. As of July 28, 2000 the Company
had 25,829,280 outstanding shares of common stock. The Company has also issued
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options, warrants and other convertible securities which as of July 28, 2000,
allow the holders of such securities to acquire up to 3,143,333 additional
shares of the Company's common stock. Since the number of common shares which
the Company is authorized to issue is presently fixed at 30,000,000 shares, the
Company's Board of Directors has adopted a proposal, subject to shareholder
approval, to increase the authorized capitalization of the Company to 40,000,000
shares of common stock.
If the proposal to increase the authorized shares of the Company's common
stock is adopted, the Company's authorized capitalization will still include
5,000,000 shares of preferred stock. The Company's Board of Directors will have
the authority to divide the Preferred Stock into series and, within the
limitations provided by statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As the Board of Directors has authority to establish the terms of,
and to issue, the Preferred Stock without shareholder approval, the Preferred
Stock could be issued to defend against any attempted takeover of the Company.
The Company's Board of Directors has adopted this proposal because it
believes that the increased number of authorized shares is necessary to enable
the Company to raise additional capital. Additionally, the Board of Directors
believes that the increased number of authorized shares is necessary for the
Company to be able to attract and retain key personnel required to further the
Company's business interests.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-KSB for the year ending December
31, 1999 will be sent to any shareholder of the Company upon request. Requests
for a copy of this report should be addressed to the Secretary of the Company at
the address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the next annual meeting of shareholders must be
received by the Secretary of the Company not later than March 31, 2001.
Shareholder proposals received after that date will not be included in the proxy
statement relating to the Company's next annual meeting of its shareholders.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or other means. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense.
Management of the Company does not intend to present and does not have
reason to believe that others will present any other items of business at the
Special Meeting. However, if other matters are properly presented to the meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
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Please complete, sign and return the enclosed proxy promptly. No postage
is required if mailed in the United States.
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FORTUNE ENTERTAINMENT CORPORATION
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of the Company, acknowledges receipt of the
Notice of the Special Meeting of Stockholders, to be held August 15, 2000, 10:00
A.M. local time, at 333 Orville Wright Court, Las Vegas, Nevada 89119, and
hereby appoints Douglas Sanderson or Roland Thomas, each with the power of
substitution, as Attorneys and Proxies to vote all the shares of the undersigned
at said Special Meeting of stockholders and at all adjournments thereof, hereby
ratifying and confirming all that said Attorneys and Proxies may do or cause to
be done by virtue hereof. The above named Attorneys and Proxies are instructed
to vote all of the undersigned's shares as follows:
(1) To approve an amendment to the Company's Articles of Incorporation
whereby the authorized capitalization of the Company will be increased to
40,000,000 shares of common stock and 5,000,000 shares of preferred stock.
___ ___ ___
/__/ FOR /__/ AGAINST /__/ ABSTAIN
To transact such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE
VOTED IN FAVOR OF ITEM 1.
Dated this day of , 2000.
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(Signature)
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(Signature)
Please sign your
name exactly as it appears on your stock
certificate. If shares are held jointly,
each holder should sign. Executors,
trustees, and other fiduciaries should so
indicate when signing.
Please Sign, Date and Return this Proxy
so that your shares may be voted at the
meeting.
