SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement [ ] Confidential, for Use of the
[ ] Definitive proxy statement Commission Only (as permitted
[ ] Definitive additional materials by Rule 14a-6(e)(2))
[ ] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
BARRINGTON LABORATORIES, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
BARRINGTON LABORTORIES, INC.
------------------------------------------------
(Name of Person(s) filing proxy statement)
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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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BARRINGTON LABORATORIES, INC.
1801 E. TROPICANA, SUITE 9
LAS VEGAS, NV 89119
December ___, 2000
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Barrington Laboratories, Inc. (the "Company" or "BRRT") to be held at 10:00
a.m. local time on December __, 2000, at the offices of our corporate counsel,
Thomas C. Cook, Esq., Thomas C. Cook and Associates, Ltd., 3110 South Valley
View, Suite 106, Las Vegas, Nevada 89102 for the following purposes:
The following notice of meeting identifies each business item for your
action. These items and the vote the board of directors recommends are:
<TABLE>
<CAPTION>
ITEM RECOMMENDED VOTE
---- ----------------
<S> <C>
1. Election of two Directors FOR
2. Approval of Company name change to:
ModernGrooveEntertainment International, Inc. FOR
3. Increase the number of the Company's authorized
Common Shares, from twenty million (20,000,000) to
two hundred million (200,000,000) shares; FOR
4. Ratification of Barry L. Friedman as independent auditor FOR
</TABLE>
2
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Only stockholders of record at the close of business on December ___, 2000
are entitled to notice of, and to vote at, the Meeting or any adjournment
thereof.
We have also included a proxy statement that contains more information about
these items and the meeting.
If you plan to attend the meeting, please mark the appropriate box on your
proxy card to help us plan for the meeting. You will need an admission card
to attend the meeting, which you can obtain as follows:
If your shares are registered in your name, you are a share owner of
record. Your admission card is attached to your proxy card, and you will
need to bring it with you to the meeting.
If your shares are in the name of your broker or bank, your shares are
held in street name. You will need to ask your broker or bank for an
admission card in the form of a legal proxy to bring with you to the
meeting. If you do not receive the legal proxy in time, bring your most
recent brokerage statement with you to the meeting so that we can verify
your ownership of Company stock and admit you to the meeting. However, you
will not be able to vote your shares at the meeting without a legal proxy.
Your vote is important. We encourage you to vote by proxy so that your
shares will be represented and voted at the meeting even if you cannot attend.
All share owners can vote by written proxy card. And share owners may vote in
person at the meeting, as described above.
/s/ T. J. Jesky
------------------
T. J. Jesky
Chairman of the Board
Las Vegas, Nevada
December __, 2000
3
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BARRINGTON LABORATORIES, INC.
1801 E. TROPICANA, SUITE 9
LAS VEGAS, NV 89119
NOTICE OF ANNUAL MEETING OF SHARE OWNERS
TO THE OWNERS OF COMMON STOCK OF BARRINGTON LABORATORIES, INC.
The Annual Meeting of Share Owners of Barrington Laboratories, Inc., a
Nevada corporation (the "Company" or "BRRT"), will be held at the offices of
Thomas C. Cook, Esq., Thomas C. Cook and Associates, Ltd., 3110 South Valley
View, Suite 106, Las Vegas, Nevada 89102, on December __, 2000, at 10:00 a.m.,
local time. The purposes of the meeting are:
1. To elect two Directors to serve until the 2001 Annual Meeting of
Share Owners,
2. To amend the Articles of Incorporation to name change from Barrington
Laboratories, Inc. to: ModernGrooveEntertainment, Inc.
3. To amend the Articles of Incorporation to increase the number of the
Company's authorized Common Shares, from twenty million (20,000,000) to two
hundred million (200,000,000) shares.
4. To ratify the appointment of Barry L. Friedman, CPA as independent
auditors of the Company to serve for the 2001 fiscal year, and
5. To transact such other business as may properly come before the
meeting and at any adjournments or postponements of the meeting.
4
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The Board of Directors set December __, 2000, as the record date for the
meeting. This means that owners of Company Common Stock at the close of
business on that date are entitled to (1) receive notice of the meeting and (2)
vote at the meeting and any adjournments or postponements of the meeting. We
will make available a list of share owners of the Company as of the close of
business on December __, 2000, for inspection during normal business hours from
December l5 through December 30, 2000, at the offices of Thomas C. Cook, Esq.,
Thomas C. Cook and Associates, Ltd., 3110 South Valley View, Suite 106,
Las Vegas, Nevada 89102. This list will also be available at the meeting.
By Order of the Board of Directors
T. J. Jesky
------------------------------
Title: Chairman of the Board
LAS VEGAS, NEVADA
December __, 2000
EACH SHARE OWNER IS URGED TO VOTE PROMPTLY BY SIGNING AND RETURNING THE
ENCLOSED PROXY CARD. IF A SHARE OWNER DECIDES TO ATTEND THE MEETING, HE OR
SHE MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
5
<PAGE>
BARRINGTON LABORATORIES, INC.
1801 E. TROPICANA, SUITE 9
LAS VEGAS, NV 89119
December __, 2000
PROXY STATEMENT
FOR ANNUAL MEETING OF SHARE OWNERS
TO BE HELD DECEMBER __, 2000
The board of directors of Barrington Laboratories, Inc. (the "Company"
or "BRRT" ) furnishes you with this Proxy Statement to solicit proxies on
its behalf to be voted at the 2000 Annual Meeting of Share Owners of the
Company.
The meeting will be held at the offices of our corporate counsel, Thomas C.
Cook, Esq., Thomas C. Cook and Associates, Ltd., 3110 South Valley View, Suite
106, Las Vegas, Nevada 89102, on December __, 2000, at 10:00 a.m., local time.
The proxies also may be voted at any adjournments or postponements of the
meeting.
A share owner can revoke a proxy by any one of the following three actions:
giving written notice to the Company, delivering a later dated proxy or voting
in person at the meeting.
The mailing address of the principal executive offices of the Company is:
1801 E. Tropicana, Suite 9, Las Vegas, Nevada 89119. The date on which this
Proxy Statement and form of proxy are first being sent or given to share owners
is December __, 2000.
6
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Below is a list of the different votes share owners may cast at the meeting
pursuant to this solicitation.
In voting on the election of two Directors to serve until the 2001
Annual Meeting of Share Owners, share owners may vote in one of the two
following ways:
(1) in favor of the nominee(s),
(2) withhold votes as to the nominee(s), or
In voting on the approval of the Company name change, increasing the
number of authorized common shares and the ratification of the appointment
of Barry L. Friedman, as independent auditors, share owners may vote in one
of the three following ways:
(1) in favor of the proposal,
(2) against the proposal, or
(3) abstain from voting on the proposal.
Share owners should specify their choice for each matter on the enclosed form
of proxy. If no instructions are given, proxies which are signed and returned
will be voted FOR the election of all nominees, FOR the proposal to approve
a company name change, FOR the proposal to approve an increase in the number
of authorized common and preferred shares, and FOR the proposal to ratify the
appointment of Barry L. Friedman, CPA.
Directors will be elected by a plurality. All other proposals will require
approval by a majority of the votes cast by the holders of the shares of
Company Common Stock voting in person or by proxy at the meeting. Thus,
abstentions and broker non-votes will not be included in vote totals and will
not affect the outcome of the vote.
Only owners of record of shares of Company Common Stock at the close of
business on December __, 2000, are entitled to vote at the meeting or
adjournments or postponements of the meeting. Each owner of record on the
record date is entitled to one vote for each share of Company Common Stock
held. On December __, 2000, there were 4,100,700 shares of Company Common
Stock issued and outstanding.
7
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REVOCABILITY OF PROXIES
Any stockholder giving a proxy pursuant to this solicitation may revoke it
at any time prior to its exercise. A stockholder of record may revoke a proxy
by filing with Barrington Laboratories, Inc. ("BRRT") at its principal
executive offices at Barrington Laboratories, Inc., 1801 E. Tropicana, Suite 9,
Las Vegas, Nevada 89119, a duly executed proxy bearing a later date or by
attending the annual meeting and voting that stockholder's shares in person.
Persons who holds BRRT's shares in street name may revoke their proxy by
contacting their broker to obtain a legal ballot and filing that ballot bearing
a later date with the Company at its principal executive offices or by
attending the annual meeting and voting that legal ballot in person.
SOLICITATION
Barrington Laboratories will bear the cost of soliciting proxies. In
addition, BRRT will solicit shareholders by mail with the assistance of its
regular employees and will ask banks and brokers, and other custodians,
nominees and fiduciaries, to solicit those of their customers who have stock
of BRRT registered in the names of those persons, and BRRT will reimburse them
for their reasonable out-of-pocket costs. BRRT may use the services of its
officers, directors and others to solicit proxies, personally or by e-mail,
facsimile, telephone or other forms of communication, without additional
compensation.
FORWARD-LOOKING STATEMENTS
Certain statements in this proxy statement may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act. The assumptions reflected in
these statements are subject to certain risks, uncertainties and other factors,
including changes in general economic or business conditions, competition from
others, the unavailability of any necessary intellectual property rights
possessed by third parties, and certain of those risks described in BRRT's most
recent report on Form 10-SB filed with the Securities and Exchange Commission.
8
<PAGE>
ELECTION OF DIRECTORS
ITEM NUMBER 1
NOMINEES FOR ELECTION TO TERM EXPIRING 2001
--------------------------------------------------------------------------------
T. J. Jesky Age 53
1801 E. Tropicana, #9
Las Vegas, NV 89119
Justine Holawaty Age 25
3281 West 21st Avenue,
Vancouver, British Columbia V6L 1L3
Work History:
T. J. Jesky
-----------
Mr. T. J. Jesky, founder of the Company has 20 years experience in the
pharmaceutical industry. He is a former Division Manager for Procter &
Gamble Pharmaceuticals. He began his pharmaceutical career in 1973 with Eaton
Laboratories, whose headquarters were based in Norwich, New York. This company
subsequently changed its name to Norwich Eaton, and in 1981 it was purchased by
Procter & Gamble. The Division subsequently changed its name to Procter &
Gamble Pharmaceuticals. Mr. Jesky held various positions in the company,
including but not limited to: District Manager, Key Account Manager, Hospital
Manager, Region Manager, Division Manager for U.S., Canada and Puerto Rico.
He resigned from Procter & Gamble in 1995. He became President, CEO and sole
stockholder of Studebaker's, Inc. a restaurant/nightclub and real estate
holding company in Arizona. He sold this business in 1997, and opened a
restaurant consulting business. In 1998, this company was sold. He is
currently President and Chairman of the Board of Boppers Holdings, Inc., a
Nevada Corporation. Mr. Jesky has a Bachelor of Arts of Degree from Bradley
University, Peoria, Illinois in Marketing and Retailing.
Justine Halowaty
----------------
Mr. Justine Halowaty is currently the controller of Moderngroove
Entertainment, Inc. Prior to this he was the controller of Coast Mountain
Hardwoods, Inc., a hardwood mill, with 1999 gross revenue of $40 million up
over 30% from 1998. The company was recently acquired by Northwest Hardwoods,
Inc. a Weyerhaeuser business. Mr. Halowaty has a Bachelor of Commerce from
the University of British Columbia and received his professional accounting
designation (CMA) in November 1999.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR T. J. JESKY AND
JUSTINE HOLAWATY AS DIRECTORS TO HOLD OFFICE UNTIL THE 2001 ANNUAL MEETING
OF SHARE OWNERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED. PROXIES
RECEIVED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE NOMINEE UNLESS SHARE
OWNERS SPECIFY A CONTRARY CHOICE IN THEIR PROXY.
9
<PAGE>
PROPOSAL NUMBER TWO
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE BARRINGTON
LABORATORIES, INC.'S NAME TO: "ModernGrooveEntertainment International, Inc."
The board of directors has unanimously approved, subject to stockholder
approval, an amendment to Barrington's certificate of incorporation changing
the name of Barrington to " ModernGrooveEntertainment International, Inc."
The full text of the proposed changes to Barrington's certificate of
incorporation has been incorporated into the proposed certificate of amendment
of Barrington's certificate of incorporation included as Exhibit A.
"RESOLVED, that the first paragraph of Article I of the Articles of
Incorporation be amended to read as follows:
"ARTICLE 1: The name of the corporation shall be:
ModernGrooveEntertainment, Inc."
This name change reflects the board of director's decision to expand
Barrington's business focus beyond generic pharmaceuticals.
In making this decision, the board of directors was principally influenced by
two considerations. First, developing generic pharmaceutical products
increasingly requires that one invest considerable amounts of money over a
number of years, with little certainty that any given product will actually
be commercialized. (For a statement of these considerations, see the section
entitled "Risk Factors" in Barrington's most recent Annual Report on
Form 10-KSB, which is incorporated herein by reference.) Second, in recent
years the stockholders of development-stage pharmaceutical companies have for
the most part had little to show for risks taken and resources committed, given
that the stock price of development-stage companies in the pharmaceutical
sector have lagged well behind market indices.
By contrast, development of non-pharmaceutical technologies offers the
prospect of a more limited commitment of resources, a quicker return on
investment, and better chance for a stock price that reflects the promise
of technologies under development.
Given these considerations, the board of directors has decided that it would
be in the best interests of Barrington and its stockholders for Barrington
to adopt a broader approach in selecting technologies to develop, and to
consider investing in electronic infrastructure, software and communication
technologies. Note that this change reflects an adjustment in company
strategies.
The board of directors believes that given Barrington's revised strategy,
it is only appropriate that it adopt a corporate name that reflects that
strategy. The new name, "ModernGrooveEntertainment International, Inc.," will
give Barrington immeasurably greater credibility in acquiring and, ultimately,
commercializing non-pharmaceutical technologies.
10
<PAGE>
Barrington believes its name change will have no adverse effect on its
business. Public recognition of Barrington's name is generally limited to
a select number of contract pharmaceutical manufacturers. Notifying
Barrington's business partners of the name change should be a simple matter.
Stockholders will be required to submit their stock certificates for exchange.
Following the effective date of the amendment changing the name of Barrington,
all new stock certificates issued by Barrington will be provided to the
shareholders without cost to the shareholders.
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.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS DEEMS THIS PROPOSAL TO BE IN THE BEST INTERESTS OF
BARRINGTON AND ITS STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL.
11
<PAGE>
PROPOSAL NUMBER THREE
AMENDMENT TO THE ARTICLES OF INCORPORATION OF
THE COMPANY TO INCREASE AUTHORIZED COMMON STOCK
The board of directors has unanimously adopted the following resolution,
subject to shareholder approval, amending the Company's Articles of
Incorporation to increase the number of shares of Common Stock from twenty
million (20,000,000) shares to two hundred million (200,000,000) shares:
"RESOLVED, that the first paragraph of Article VI of the Articles of
Incorporation be amended to read as follows:
"Capitalization. (A) Common Stock. The Corporation shall
have the authority to issue 200,000,000 shares of Common
Stock having a par value of $.001. All Common Stock of the
Corporation shall be of the same class and shall have the
same rights and preferences. Fully paid Common Stock of
this Corporation shall not be liable for further call or
assessment. The authorized common shares shall be issued
at the discretion of the Directors. The Corporation shall
have the authority to issue and five million shares of
Preferred Stock at a par value of $0.001."
If the proposed amendment is adopted by the shareholders, the Company
plans to file a Certificate of Amendment to the Articles of Incorporation
amending Article VI as described above, to be effective as soon as
practicable following the meeting.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE COMPANY'S CERTIFICATE
OF INCORPORATION TO EFFECT THE INCREASE IN AUTHORIZED COMMON AND PREFERRED
STOCK.
12
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PROPOSAL NUMBER FOUR
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The board of directors of the Company, has appointed the firm of Barry L.
Friedman to serve as independent auditors of the Company for the fiscal year
ending December 31, 2001, subject to ratification of this appointment by the
share owners of the Company. Barry L. Friedman, CPA has served as independent
auditors of the Company for past year and is considered by management of the
Company to be well qualified. The Company has been advised by that firm that
neither it nor any member thereof has any financial interest, direct or
indirect, in the Company or any of its subsidiaries in any capacity.
Ratification of the appointment of the independent auditors requires the
affirmative vote of a majority of the votes cast by the holders of the shares
of Company Common Stock voting in person or by proxy at the Annual Meeting of
Share Owners. If the share owners should not ratify the appointment of G. Brad
Beckstead, CPA, the Board of Directors will reconsider the appointment.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE PROPOSAL TO
RATIFY THE APPOINTMENT OF BARRY L. FRIEDMAN, CPA AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE 2001 FISCAL YEAR. PROXIES RECEIVED BY THE BOARD OF DIRECTORS
WILL BE VOTED FOR THE PROPOSAL UNLESS SHARE OWNERS SPECIFY A CONTRARY CHOICE
IN THEIR PROXIES.
13
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OWNERSHIP OF SECURITIES
The following table sets forth stock ownership information as of November 1,
2000 concerning (i) each director and persons nominated to become
directors of The Company, (ii) each person (including any "group" as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934) who is known by
the Company to beneficially own more than five (5%) percent of the
outstanding shares of the Company's Common Stock, (iii) the Chief Executive
Officer (no executive officer of the Company received any compensation to
date, and (iv) The Company's executive officers and directors as a group.
The Company has no issued or outstanding Preferred stock.
<TABLE>
<CAPTION>
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares(1) Position Owner Class
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common T. J. Jesky CEO/CFO 3,000,000 79.98%
Common Skyelan Rose Secretary 0 0.00%
----------------------------------------------------------------------------
Common All Executive Officers and
Directors as a Group (2 persons) 3,000,000 79.98%
</TABLE>
(1) 1801 E. Tropicana, Suite 9, Las Vegas, NV 89119.
14
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PROXY PROCEDURE AND
EXPENSES OF SOLICITATION
The Company will hold the votes of all share owners in confidence from the
Company, its Directors, officers and employees except: (1) as necessary to meet
applicable legal requirements and to assert or defend claims for or against the
Company; (2) in case of a contested proxy solicitation; (3) if a share owner
makes a written comment on the proxy card or otherwise communicates his/her
vote to management; or (4) to allow the independent inspectors of election to
certify the results of the vote. The Company will also continue, as it has
for many years, to retain an independent tabulator to receive and tabulate
the proxies and independent inspectors of election to certify the results.
Directors, officers and employees of the Company may also solicit proxies by
mail, telephone and personal contact. They will not receive any additional
compensation for these activities.
ITEM NUMBER FIVE
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
annual meeting is that herein set forth. Management does not know of any
items other than those referred to in the accompanying Notice of Annual Meeting
of Share Owners which may properly come before the meeting or other matters
incident to the conduct of the meeting. If any other matter is properly
brought before the annual 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.
The form of proxy and this Proxy Statement have been approved by the Board
of Directors and are being mailed and delivered to share owners by its
authority.
T. J. Jesky
----------------------------------
CHAIRMAN OF THE BOARD OF DIRECTORS
Dated: December ___, 2000
THE ANNUAL REPORT TO SHARE OWNERS OF THE COMPANY FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999, WHICH INCLUDES FINANCIAL STATEMENTS, HAS BEEN MADE AVAILABLE
TO SHARE OWNERS OF THE COMPANY. THE ANNUAL REPORT DOES NOT FORM ANY PART OF THE
MATERIAL FOR THE SOLICITATION OF PROXIES.
15
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PROXY CARD
BARRINGTON LABORATORIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned stockholder of Barrington Laboratories, Inc.
("BRRT") hereby revokes all previous proxies, acknowledges receipt of the
notice of the annual meeting of stockholders to be held on December __, 2000,
and the related proxy statement, and appoints T. J. Jesky, as proxies of
the undersigned, with full power of substitution to vote all shares of BRRT's
common stock that the undersigned is entitled to vote at the annual meeting of
stockholders to be held at 10:00 a.m. local time on December __, 2000, at the
offices of Thomas C. Cook, Esq., Thomas C. Cook and Associates, Ltd., 3110
S. Valley View, Suite 106, Las Vegas, Nevada 89102and at any adjournments
thereof. The shares represented by the proxy may only be voted in the manner
specified below.
1. To elect the following Directors to serve until the 2001 Annual
Meeting of Share Owners,
Mr. T. J. Jesky, nominee
FOR [ ] WITHHOLD [ ]
Mr. Justine Holawaty, nominee
FOR [ ] WITHHOLD [ ]
2. To approve the proposal to amend the Company's Article's of
Incorporation to change company's name from Barrington Laboratories, Inc.
to: ModernGrooveEntertainment International, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To approve the proposal to amend the Company's Articles of
Incorporation to increase the number of authorized shares of the Company's
Common Stock from twenty million to two hundred million.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To ratify the appointment of Barry L. Friedman, CPA as independent
auditors of the Company to serve for the 2000 fiscal year,
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. To transact such other business as may properly come before the annual
meeting and any adjournment or adjournments thereof.
The board of directors recommends you vote "FOR" each of the above proposals.
This proxy when properly executed will be voted in the manner directed above.
In the absence of direction for the above proposal, this proxy will be
voted "FOR" that proposal.
(Continued on the other side.)
-1-
<PAGE>
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
Please print the shareholder name exactly as it appears on this proxy. If
the shares are registered in more than one name, the signature of each person
in whose name the shares are registered is required. A corporation should sign
in its full corporate name, with a duly authorized officer signing on behalf of
the corporation and stating his or her title. Trustees, guardians, executors,
and administrators should sign in their official capacity, giving their full
title as such. A partnership should sign in its partnership name, with an
authorized person signing on behalf of the partnership.
Dated: December___, 2000
---------------------------------
(Print Name)
---------------------------------
Authorized Signature(s)
NOTE: If signing for estates,
trusts or corporations,
title or capacity should
be stated. If shares are
held jointly, each holder
should sign.
I plan to attend the annual meeting in person:
[ ] Yes
[ ] No
-2-
<PAGE>
EXHIBIT "A"
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
BARRINGTON LABORATORIES, INC.
(Pursuant to NRS 78.385 and 78.390 -- After Issuance of Stock)
We the undersigned do hereby certify that:
1. Barrington Laboratories, Inc. (the "Corporation") is a
corporation formed under the laws of the State of Nevada, and its Articles
of Incorporation were filed in the office of the Secretary of State on
August 6, 1998, file number: #18721-1998.
2. The Articles of Incorporation are hereby amended by deleting the
existing ARTICLE I and ARTICLE IV and replacing it in its entirety with the
following amendments:
"ARTICLE 1: The name of the corporation shall be:
ModernGrooveEntertainment, Inc."
"ARTICLE 6: Authorized Shares: "Capitalization. (A)
Common Stock. The Corporation shall have the authority to
issue 200,000,000 shares of Common Stock having a par value
of $.001. All Common Stock of the Corporation shall be of
the same class and shall have the same rights and preferences.
Fully paid Common Stock of this Corporation shall not be liable
for further call or assessment. The authorized common shares
shall be issued at the discretion of the Directors." The
Corporation shall have the authority to issue and five million
shares of Preferred Stock at a par value of $0.001."
3. This amendment to the Articles of incorporation has been duly
adopted in accordance General Corporation Law of the State of Nevada.
4. The number of shares of the Corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation is: 4,100,700; that
the said changes and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
5. The number of shares voted for such amendments was ____________
(_____%) and the number voted against such amendment was ________ (_____%).
The undersigned has signed these Articles on December __, 2000.
/s/
---------------------------
T. J. Jesky, President
<PAGE>
