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 (Amendment No. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
[x] 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
BOPPERS HOLDINGS, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
(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:
(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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BOPPERS HOLDINGS, INC.
1801 E. Tropicana, Suite 9
Las Vegas, Nevada 89119
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Meeting") of BOPPERS HOLDINGS, INC. ("Boppers" or the "Company"), will be
held at the offices of Dornbush Mensch Mandelstam & Schaeffer, LLP, 747 Third
Avenue, New York, New York 10017 on December 18, 2000 at 10:00 a.m., for the
following purposes:
1. To consider and act upon a proposal to amend the Company's Articles
of Incorporation to change the name of the Company to e Smart
Technologies, Inc.
2. To transact such other business as may properly be brought before
the Meeting.
Only stockholders of record at the close of business on November 28,
2000 are entitled to notice of, and to vote at, the Meeting or any adjournment
thereof.
You are cordially invited to attend the Meeting. If you do not plan to
be present, kindly fill in, date and sign the accompanying proxy exactly as
your name appears on your stock certificates and mail it promptly in the
enclosed return envelope to assure that your shares are represented and your
vote can be recorded. This may save the Company the expense of further proxy
solicitation.
By order of the Board of Directors
/s/ John D. Phelan
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John D. Phelan, President
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BOPPERS HOLDINGS, INC.
1801 E. Tropicana, Suite 9
Las Vegas, Nevada 89119
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Boppers
Holdings, Inc. (the "Company") for use at the Special Meeting of Stockholders
(the "Meeting") to be held on December 18, 2000 at 10:00 a.m. at the offices
of Dornbush Mensch Mandelstam & Schaeffer, LLP, 747 Third Avenue, New York,
New York 10017, and at any and all adjournments thereof. This Proxy Statement
and form of proxy are being mailed to stockholders on or about December 6,
2000.
As of November 28, 2000, the record date fixed for the determination of
stockholders entitled to notice of and to vote at the Meeting, there were
62,101,000 outstanding shares of Common Stock, which is the only outstanding
class of voting securities of the Company. Each outstanding share of Common
Stock is entitled to one vote on each matter to be voted upon.
Properly executed proxies will be voted in accordance with the
instructions indicated in such proxies. If no instructions are indicated,
such proxies will be voted in favor of the proposal described herein.
The Board of Directors does not intend to present at the Meeting any
matters other than those set forth in this Proxy Statement, nor does the Board
know of any other matters which may come before the Meeting. However, if any
other matters are properly presented, it is the intention of the persons named
in the enclosed proxy to vote it in accordance with their judgment.
IT IS DESIRABLE THAT AS LARGE A PERCENTAGE AS POSSIBLE OF THE
STOCKHOLDERS' INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF
YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN
THE ENCLOSED PROXY TO ENSURE THAT YOUR STOCK WILL BE REPRESENTED. Any proxy
given pursuant to this solicitation may be revoked at any time prior to its
use at the Meeting, by delivery to the Secretary of the Company of a written
notice of revocation, by submission of a later dated and properly executed
proxy, or by voting in person at the Meeting. Attendance at the Meeting will
not, in and of itself, constitute a revocation of a proxy.
Only stockholders of record at the close of business on November 28,
2000 will be entitled to vote at the Meeting or any adjournment or adjournments
thereof.
The Company's by-laws provide that stockholders holding a majority of the
shares of Common Stock entitled to vote shall constitute a quorum at meetings of
the stockholders. Shares represented in person or by proxy as to any matter
will be counted toward the fulfillment of a quorum. The affirmative vote of a
majority of shares of Common Stock outstanding as of the record date is
necessary to change the name of the Company and amend the Articles of
Incorporation. Votes at the Meeting will be tabulated by an inspector of
election appointed by the Company or the Company's transfer agent.
Abstentions and "broker non-votes" on Proposal 1 will have the same
effect as negative votes since the affirmative vote of a majority of the
outstanding shares of Common Stock is required to approve Proposal 1.
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PROPOSAL 1
AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF
THE COMPANY TO CHANGE THE COMPANY'S NAME
The Board of Directors has unanimously approved the change of the
Company's name from Boppers Holdings, Inc. to e Smart Technologies, Inc.
Management believes that this name more accurately describes the Company's
business as well as its future strategic focus in the smart card
technology industry.
The name change will be effected through an amendment to the Company's
Certificate of Incorporation. If the amendment is approved, Article FIRST of
the Certificate of Incorporation will be amended to read as follows: "FIRST:
The name of the Corporation is e Smart Technologies, Inc."
THE BOARD RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO EFFECT THE PROPOSED NAME CHANGE.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth stock ownership information as of November 28,
2000 concerning (i) each director of Boppers, (ii) each person (including any
"group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934)
who is known by Boppers to beneficially own more than five (5%) percent of the
outstanding shares of Boppers= Common Stock, (iii) the Chief Executive Officer
and the other executive officers named in the Compensation section below, and
(iv) Boppers' executive officers and directors as a group:
<TABLE>
<CAPTION>
Amount and
Name and Address Nature of
Title of of Shares of Beneficial Percent
Class Beneficial Owner Ownership(1) of Class
-------------------------------------------------------------------------
<S> <C> <C>
Common Stock Intermarket Ventures, Inc. 61,500,000 94.4%
7225 Bermuda Rd.
Suite C
Las Vegas NV 89119
Common Stock John D. Phelan(2) 0 0%
Intermarket Ventures, Inc.
7225 Bermuda Rd.
Suite C
Las Vegas, NV 89119
Director and Executive 0 0%
as a group (1 Person)
</TABLE>
_________________________________________
(1) Unless otherwise noted, Boppers believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities that can be acquired by such person within
60 days from November 28, 2000 upon the exercise of options and warrants.
Each beneficial owner's percentage ownership is determined by assuming that
options and warrants that are held by such person (but not those held by
any other person) and which are exercisable within 60 days from November
28, 2000 have been exercised.
(2) Mr. Phelan is the sole director and sole executive officer of the Company.
He is the son of Mary Grace, the President and a director of Intermarket
Ventures, Inc., a Utah corporation (AIVI@), Mr. Phelan disclaims beneficial
ownership of shares of the Company owned by IVI. Mr. Phelan owns 200,000
warrants to purchase shares of IVI which represent less than one percent
(1%) of IVI.
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COMPENSATION
Prior to November 1, 2000 no executive officer of the Company was paid
any salary, bonuses, stock options or other compensation. Currently, the
Company is negotiating a compensation package with Mr. Phelan.
SOLICITATION OF PROXIES
The cost of solicitation of proxies in the accompanying form has been or
will be borne by the Company. In addition to solicitation by mail,
arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxy material to beneficial owners, and the Company
will, upon request, reimburse them for any attendant expenses.
In order to ensure the presence of a quorum at the Meeting, all
stockholders are requested to sign and return promptly the enclosed proxy
in the postage paid envelope provided for that purpose. The signing of the
proxy will not prevent your attending the meeting and voting in person if you
wish to do so.
OTHER MATTERS
The Board knows of no other matters to be presented for stockholder
action at the Meeting. However, if other matters do properly come before the
Meeting or any adjournments or postponements thereof, the Board intends that
the persons named in the proxies will vote upon such matters in accordance
with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John D. Phelan
----------------------------------
John D. Phelan, President
November 30, 2000
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BOPPERS HOLDINGS, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
December 18, 2000
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John D. Phelan, as proxy, with full
power of substitution, to vote, as designated below, on behalf of the
undersigned the number of votes to which the undersigned is entitled, at
the Special Meeting of Stockholders of BOPPERS HOLDINGS, INC. (the "Company"),
to be held on December 18, 2000 at 10:00 a.m. at the offices of Dornbush
Mensch Mandelstam & Schaeffer, LLP, 747 Third Avenue, New York, New York 10017,
or at any adjournments and postponements thereof:
(1) Proposal to approve a proposal to amend the Company's Articles of
Incorporation to change the name of the Company from "Boppers
Holdings, Inc." to "e Smart Technologies, Inc."
***** *****
* * FOR * * AGAINST
***** *****
(2) IN THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Unless a contrary direction is indicated, the shares represented by this
proxy will be voted FOR approval of Proposal 1; if specific instructions are
indicated, this proxy will be voted in accordance with such instructions.
PLEASE VOTE, DATE AND SIGN THIS PROXY AND RETURN IT AT ONCE, WHETHER OR NOT
YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU DO ATTEND.
Dated:________________________
_________________________
_________________________
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.
