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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Star Struck, Ltd.
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(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:
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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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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2000 NON-QUALIFIED STOCK OPTION PLAN
OF
STAR STRUCK, LTD.
1. Purpose of the Plan
-------------------
This 2000 Non-Qualified Stock Option Plan (hereinafter called the
"Plan") is intended to encourage ownership of Stock of STAR STRUCK, LTD.
(hereinafter called the "Company") by directors, officers, and employees of the
Company and its subsidiaries, and to provide additional incentive for them to
promote the success of its business.
2. Stock Subject to the Plan
-------------------------
Subject to the provisions of Paragraph 6, the total number of shares
of stock which may be optioned under the Plan is 100,000 shares of the Common
Stock (par value of $1.00 per share) of the Company, which shall be either
authorized and unissued stock or reacquired stock.
3. Administration of the Plan
--------------------------
The Plan shall be administered by an Option Committee of the Board of
Directors of the Company who may, from time to time, amend and rescind rules and
regulations for carrying out the provisions and purposes of the Plan. The
interpretation, construction and application of the Plan and any provision
thereof made by the Option Committee shall be final and conclusive. No director
shall be liable for any action taken or determination made in good faith. The
Option Committee shall consist of at least three members of the Board of
Directors.
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4. Participants
------------
Participants will be selected by the Option Committee, in its sole
discretion, from among the directors, officers and employees of the Company, and
its subsidiaries, to accomplish the purposes of this Plan.
5. Award of Options
----------------
The Option Committee may, in its discretion, grant options under this
Plan from time to time, prior to the expiration date of ten years from the date
on which this Plan is approved by the Shareholders of the Company. The shares
involved in the unexercised portions of any terminated or expired options shall
be deemed not to have optioned shares for the purposes of Paragraph 2 and may
again be subjected to options under the Plan.
6. Changes to Capital Structure
----------------------------
In the event that the outstanding shares of common stock of the
Company are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation, by reason or reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividend payable in capital stock, appropriate adjustment shall be made by the
Board of Directors in the number and kind of shares for the purchase of which
options may be granted under the Plan. In addition, the Board of Directors
shall make appropriate adjustment in the number and kind of
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shares as to which outstanding options, or portions thereof then unexercised,
shall be exercisable to the end that the optionee's proportionate interest shall
be maintained as before the occurrence of such events; such adjustment in
outstanding options shall be made without change in the total price applicable
to the unexercised portion of the option and with a corresponding adjustment in
the option price per share. Any such adjustment made by the Board of Directors
shall be conclusive.
7. Terms and Conditions of Options
-------------------------------
Options shall be evidenced by written Stock-Option Agreements in such
form not inconsistent with the Plan as the Option Committee shall from time to
time determine, provided that the substance of the following be included
therein:
1. Option Price - The option price shall be not
------------
less than 100% of the fair market value on the date on which the option is
granted, which shall be the date on which the Option Committee awards the
option.
2. Method of Exercise - Stock purchases under
------------------
the options shall, at the time of purchase, be paid for in full. To the extent
that the right to purchase shares has accrued thereunder, options may be
exercised from time to time by written notice by the optionee to the Company
stating the number of shares with respect to which the option is being
exercised, and the time of the delivery thereof, which time shall be at least
fifteen days after the giving of such notice unless an earlier date shall have
been mutually agreed upon. At the time specified
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in such notice, the Company shall deliver, without transfer or issue tax to the
optionee (or other person entitled to exercise the option), at the main office
of the Company, or such other place as shall be mutually acceptable, a
certificate or certificates for such shares or reacquired shares of its Common
Stock, as the Company may elect, against payment of the option price in full for
the number of shares to be delivered by (i) certified check or the equivalent
thereof acceptable to the Company; or (ii) the delivery to the Company of issued
and outstanding Common Stock of the Company, the total fair market value of
which on such delivery date is equal to the total exercise price of options
being exercised, provided, however, that the time of such delivery may be
postponed by the Company for such period as may be required for it with
reasonable diligence to comply with any applicable listing requirements of any
national securities exchange, if the stock is so listed. If the optionee (or
other person entitled to exercise the option) fails to accept delivery of and
pay for all or any part of the number or shares specified in such notice upon
tender of delivery thereof, his right to exercise the option with respect to
such undelivered shares may be terminated by the Option Committee without any
formal notice to the optionee. Anything herein to the contrary notwithstanding,
if any law or any regulation of the Securities and Exchange Commission or of any
other body having jurisdiction shall require the Company or a participant to
take any action in connection with the shares specified in a notice of
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election before such shares can be delivered to such participant, then the date
stated therein for the delivery of the shares shall be postponed until the fifth
business day next following the completion of such action.
3. Option Term - No option will be exercisable
-----------
after expiration of five years from the date the option is granted.
4. Exercise of Options - An option may be
-------------------
exercised at any time from time to time within its terms, in whole or in part,
but it shall not be exercisable after the expiration of five years from the date
it is granted.
5. Non-Assignability of Option Rights - No option
----------------------------------
shall be assignable or transferable by the optionee except by will or by the
laws or descent and distribution. During the life of an optionee, the option
shall be exercisable only by him or her.
6. Effect of Termination of Employment or Death
--------------------------------------------
- - In the event an optionee ceases to be an employee of the Company for any
reason other than retirement or death, any option or unexercised portion thereof
granted to him or her shall immediately terminate. In the event of the
retirement of an optionee, any option or unexercised portion thereof granted to
him or her shall be exercisable within not more than three months from the date
on which the optionee retires. In the event of the death of an optionee while
he or she is an employee of the Company or any subsidiary of the Company, or
within three months
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from the date of his retirement, the option or unexercised portion thereof
granted to him or her may be exercised by his personal representative, or a
person who acquired the right to exercise such option by bequest or inheritance
at any time prior to the expiration of one year from the date of death of the
optionee. The foregoing provisions with respect to retirement or death of any
optionee shall, in no event, be deemed to extend the date of expiration of the
term provided in any option held by any such optionee.
7. Restriction on Issuance of Shares - On the date stated
---------------------------------
in the notice of election for the payment and delivery of the shares specified
in such notice, the participant shall certify to the Company in such form as it
shall require that he or she will receive and hold such shares for investment
and not with a view to resale or distribution thereof to the public, unless the
issuance of such shares shall have been registered under the Securities Act of
1933, as amended, and the Rules and Regulations promulgated thereunder, or
counsel to the Company shall have advised the Company that for any other reason
such certification is unnecessary.
8. Rights as a Shareholder - The optionee shall have no
-----------------------
rights as a Shareholder with respect to any shares covered by his option until
the date of issuance of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.
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8. Subsidiary
----------
For the purpose of the Plan, a subsidiary of the Company shall be any
corporation of which the Company directly or indirectly owns 51% of the
outstanding shares of voting stock. A transfer of employment from the Company
to any such subsidiary, or vice versa, or between two such subsidiaries, shall
not be deemed a termination of employment.
9. Effective Date and Termination of Plan
--------------------------------------
The Plan will become effective upon due approval by the Shareholders
of the Company. The Board of Directors may terminate this Plan at any time.
Termination of the Plan will not affect rights and obligations theretofore
granted and then in effect.
10. Amendment of Plan
-----------------
The Board of Directors may at any time amend the Plan, provided that
without approval of Shareholders there shall be, except by operation of the
provisions of Paragraph 6 above, no increase in the total number of shares
covered by the Plan; there shall be no change in the class of employees eligible
to receive options granted under the Plan; there shall be no change in the
limitations on the Option Price; and there shall be no extension of the latest
date upon which options may be exercised. Neither the Board of Directors nor
the Shareholders by amendment to this Plan can affect options granted before
such amendment or any unexercised portion thereof. The adoption of this Plan
shall not be deemed to affect the terms and conditions of any unexercised
portion
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of options granted and outstanding under any prior stock option plan of
the Company or its subsidiaries.
11. Use of Proceeds
---------------
The proceeds from the sale of stock pursuant to options granted under
the Plan shall constitute general funds of the Company.
12. Governing Law
-------------
Options granted under this Plan shall be construed and shall take
effect in accordance with the laws of the State of Delaware.
13. Liquidation
-----------
Upon the complete liquidation of the Company, any unexercised options
heretofore granted under this Plan shall be deemed canceled. In the event of
the complete liquidation of any employer corporation (other than the Company)
employing the participant or in event such corporation ceases to be an employer
corporation any unexercised part of any option granted hereunder shall be deemed
canceled unless the participant shall become employed by another employer
corporation (including the Company) concurrently with such event.
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