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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.
- --------------------------------------------------------------------------------
(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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
PRELIMINARY
PROXY MATERIALS
STAR STRUCK, LTD.
1865 Palmer Avenue
Larchmont, New York 10538
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------
To the Shareholders:
The Annual Meeting of Shareholders of Star Struck, Ltd., a Delaware
corporation (the "Company"), will be held at 8 F. J. Clarke Circle, Bethel,
Connecticut 06801, at 9:00 a.m., local time, on May 2, 2000, for the following
purposes:
1. To elect the members of the Board of Directors.
2. To act on a proposal to adopt the Company's 2000 Non-Qualified
Stock Option Plan.
3. To transact such other business as may properly come before the
Annual Meeting of Shareholders or any adjournment or adjournments thereof.
The Board of Directors of the Company has fixed the close of business
on March 31, 2000 as the record date for the Annual Meeting. Only holders of the
Company's shares at the close of business on such date will be entitled to vote
at the Annual Meeting or any adjournment or adjournments thereof.
The Annual Report of the Company for the fiscal year ended December
31, 1999 is being sent to Shareholders with the mailing of this Notice of Annual
Meeting of Shareholders and Proxy Statement.
By Order of the Board of Directors
Peter Nisselson, Secretary
Larchmont, New York
April 6, 2000
<PAGE>
YOUR VOTE IS IMPORTANT
THE PRESENCE, IN PERSON OR BY PROXY, OF HOLDERS OF A MAJORITY OF THE
COMPANY'S OUTSTANDING SHARES IS REQUIRED TO CONSTITUTE A QUORUM. IT IS THEREFORE
IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING, REGARDLESS OF THE
NUMBER OF SHARES YOU MAY HOLD. THE BOARD OF DIRECTORS OF THE COMPANY HAS
AUTHORIZED THE SOLICITATION OF PROXIES. PLEASE MARK, SIGN AND RETURN PROMPTLY
THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. UNLESS OTHERWISE
DIRECTED, SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES WILL BE VOTED FOR THE
---
ELECTION OF THE NOMINEES AS DIRECTORS, AND FOR THE PROPOSED CHANGE OF THE
COMPANY'S NAME. AS TO ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THIS
ANNUAL MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, THOSE SHARES WILL BE
VOTED AS THE NAMED PROXIES IN THEIR BEST JUDGMENT MAY DECIDE.
<PAGE>
STAR STRUCK, LTD.
1865 Palmer Avenue
Larchmont, New York 10538
--------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
--------------------
To be held on May 2, 2000 or
as such date may be adjourned
VOTING SECURITIES
The Company has one class of capital stock, consisting of common
stock, par value $1.00 per share (the "Shares"), entitled to vote at the Annual
Meeting of Shareholders. Each of the outstanding Shares entitles its holder to
one vote. 2,025,899 Shares were issued and outstanding at the close of business
on March 31, 2000 (the "Record Date"). Only holders of record of Shares as of
the Record Date will be entitled to notice of and to vote at the Annual Meeting
of Shareholders, or any adjournment or adjournments thereof.
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is for use only at the Annual Meeting of
Shareholders to be held May 2, 2000 and any and all adjournments thereof. It is
solicited on behalf of the Board of Directors of the Company.
The approximate date this proxy statement and accompanying materials
are first being sent to security holders is April 6, 2000.
Shares represented by properly executed proxies will be voted and will
be voted in accordance with the instructions contained therein. If no
instructions are indicated, such Shares will be voted FOR the election of the
nominees as directors, and for the proposed adoption of the Company's 2000 Stock
Option Plan. As to any other business that may properly come before the meeting
or any adjournment or adjournments thereof, such shares will be voted as the
named proxies in their best judgment may decide. A share-
1
<PAGE>
holder may revoke his or her proxy at any time prior to its exercise at the
Annual Meeting of Shareholders. A shareholder may revoke his or her proxy by
filing with the Secretary of the Company (at the Company's address indicated
above) an instrument revoking it or by similarly filing a duly executed proxy
bearing a later date or by appearing at the Annual Meeting of Shareholders and
voting in person.
In addition to the use of the mails, proxies may be solicited by the
directors, officers and employees of the Company without additional
compensation, by personal inter view, telephone or telegram.
The expense of making the solicitation will consist of preparing and
mailing the proxies and Proxy Statement, any expenses incurred by Company
representatives in making the contacts described above, the charges of brokerage
houses and other custodians, nominees and fiduci aries forwarding documents to
security owners and costs of returning proxies, and any incidental expenses. The
costs of this proxy solicitation, will be borne by the Company. Such costs are
expected to be those normally expended for a solicitation for an election of
directors in the absence of a contest, including costs represented by salaries
and wages of regular employees.
2
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS
Election
- --------
Proxies received in response to this solicitation will be voted,
unless such authority is withheld, FOR the election of the seven persons named
in this section as nominees for the Board of Directors.
Each Director will hold office until the next annual meeting of the
shareholders and until a successor is elected and qualifies.
There is no reason to believe that any of the nominees will, prior to
the date of the Annual Meeting of Shareholders, refuse or be unable to accept
election. If any nominee refuses or becomes unable to accept election, it is the
intention of the persons named in the proxy to vote for such other person or
persons as the current Board of Directors may recommend.
Background Information
- ----------------------
The following table sets forth information as to the principal
occupations of the nominees. The information presented below is based in part on
information received from the respective persons and in part on the Company's
records.
Year First
Appointed
Name and as
Principal Occupation Director Age
-------------------- ---------- ---
Lawrence J. Goldstein............ 1984 64
Vice President, Treasurer,
and Director
Vice President and Treasurer of the
Company since 1985; General Partner of
Santa Monica Partners, an investment
partnership, since 1982; and Vice
President of SSI.
3
<PAGE>
Year First
Appointed
Name and as
Principal Occupation Director Age
-------------------- ---------- ---
Kenneth Karlan................. 1993 47
President and Director
President of the Company since 1999
Vice President of the Company from 1994
to 1999
Since 1984, President of SSI.
Robert Morris.................... 1985 65
Director
President of Dunhill
Personnel Search since prior
to 1980.
Peter M. Nisselson........... 1984 64
Chairman of the Board, Secretary
and Director
Chairman of the Board since 1999
President of the Company from
1985 to 1999 and Secretary since 1985;
President of PN Investments, Inc., a
private investment company, from 1981 to
1994; Vice President of the
Company's subsidiary, Star Struck,
Inc. ("SSI").
4
<PAGE>
Year First
Appointed
Name and as
Principal Occupation Director Age
-------------------- ---------- ---
Arthur Salzfass........ 1985 65
Director
President of Rutledge Books, Inc.,
a subsidy publisher, since 1997
Chairman of MicroInfo, a consulting
business, since approximately 1985;
from October 1993 to June 1994,
President and CEO of USFI, Inc.,
an international telephone call-
back company.
Keith Sessler.............. 1992 44
Vice President and Director
Since 1987, Vice President and
Secretary of SSI.
Michael Sweedler........ 1984 64
Director
Attorney and partner of Darby &
Darby, a New York law firm, since
prior to 1979.
5
<PAGE>
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
No person, who, at any time during the year ended December 31, 1999,
was a director, officer or beneficial owner of more than 10 percent of any class
of equity securities of the Company registered pursuant to Section 12 of the
Exchange Act failed to file on a timely basis, as disclosed in the above forms,
reports required by Section 16(a) of the Exchange Act during the year ended
December 31, 1999, or prior years ended December 31. The foregoing is based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to the
Company during the year ended December 31, 1999 and certain written
representations.
Additional Information
- ----------------------
The Company knows of no arrangement or understanding between any
nominee for director and any other person, pursuant to which he was or is to be
selected as nominee.
Messrs. Karlan, Nisselson and Sessler receive no compensation for
attending directors' meetings. Messrs. Goldstein, Morris, Salzfass and Sweedler
receive $300 for each directors' meeting attended.
The Company does not have standing nominating or compensation
committees of the Board of Directors or other committees performing similar
functions. The Company has designated an Option Committee consisting of Kenneth
Karlan, Peter Nisselson and Keith Sessler pursuant to the 1992 Plan. The Option
Committee selects participants in the Company's 1992 Incentive Stock Option Plan
and determines the amount of awards pursuant to the Plan. The Option Committee
held one meeting in 1999, which all members attended. The Company has also
designated an Audit Committee consisting of Robert Morris and Arthur Salzfass.
The Audit Committee reviews and coordinates the auditing of the Company's
financial statements. The Audit Committee held one meeting in 1999 which all
members attended.
The Board of Directors held three meetings during 1999. Each of the
incumbent directors attended at least 75% of the aggregate of the total number
of meetings of the Board of Directors held during the period for which he was a
Director.
6
<PAGE>
PROPOSED 2000 NON-QUALIFIED STOCK OPTION PLAN
---------------------------------------------
PROPOSAL 2: APPROVAL OF STAR STRUCK, LTD.
2000 NON-QUALIFIED STOCK OPTION PLAN
The Board of Directors of the Company has adopted Star Struck, Ltd.
2000 Non-Qualified Stock Option Plan (the "Non-Qualified Option Plan"). The
purpose of the Non-Qualified Option Plan is to advance the interests of the
Company and its shareholders by providing Directors, Officers and employees of
the Company, whose judgment, initiative and efforts are key to the successful
conduct of the business of the Company and its subsidiaries, with an additional
incentive to perform in a superior manner as well as to attract people of
experience and ability. Directors, Officers and other employees of the Company
and its subsidiaries are eligible to receive stock options under the Non-
Qualified Option Plan. The following is a summary of the material features of
the Non-Qualified Option Plan.
The Non-Qualified Option Plan authorizes the granting of non-qualified
options for a total of 100,000 shares of Common Stock to Directors, Officers,
employees of the Company and its subsidiaries as the Committee may determine.
The Committee consists of members of the Company's Compensation Committee who
are outside directors. Options granted to directors under this plan must be
ratified by the Board of Directors. The exercise price per share of each option
will be equal to the fair market value of the shares of Common Stock on the date
the option is granted. All options granted under the Non-Qualified Option Plan
expire five years following the date of grant. Upon retirement or death, all
options previously granted become exercisable within one year.
Any options granted under the Non-Qualified Option Plan may be
exercised at any time after the date of grant and prior to the date of
expiration of the Option.
Upon exercise of the stock option, an optionee will be deemed to have
received income in an amount equal to the amount by which the exercise price is
exceeded by the fair market value of the Common Stock. The amount of any
ordinary income deemed to have been received by an optionee upon the exercise of
a non-qualified stock option will be a deductible expense of the Company for tax
purposes.
No options have been granted under this plan.
Unless marked to the contrary, the shares represented by the enclosed
proxy will be voted FOR the approval of the 2000 Non-Qualified Stock Option
Plan.
7
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
APPROVAL OF THE 2000 NON-QUALIFIED STOCK OPTION PLAN.
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION
---------------------------------------------
The following table sets forth all compensation paid by the Company
during the year ended December 31, 1999 to the Chief Executive Officer and the
other executive officers whose total compensation exceeded $100,000.
8
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------
Annual Compensation Awards Payouts
--------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Securities Annual Restricted Under-
All Other Compen-
Compen- Stock
Lying LTIP sation Award(s)
Principal
Options Payouts
Position Year Salary($) Bonus($) ($)/1/ ($) SARs (#)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter M. 1999 82,000 0 0 0 0 0 0
Nisselson, 1998 140,400 0 0 0 0 0 0
Chairman 1997 140,400 0 0 0 0 0 0
and Secretary/2/
Kenneth 1999 158,000 0 0 0 0 0 0
Karlan, 1998 140,000 0 0 0 0 0 0
President/3/ 1997 140,000 0 0 0 0
Keith Sessler, 1999 140,000 0 0 0 0 0 0
Vice President 1998 140,000 0 0 0 0 0 0
1997 140,000 0 0 0 0 0 0
</TABLE>
- ----------
/1/ None of the named executive officers received perquisites or other
personal benefits in excess of the lesser of $50,000 or 10% of his total
salary and bonus.
/2/ Mr. Nisselson has been Chairman since May 2, 1999, and Secretary
since prior to 1997. He was President from prior to 1997 to May 2, 1999.
/3/ Mr. Karlan has been President since May 2, 1999 and was Vice
President from prior to 1997 to May 2, 1999.
9
<PAGE>
No executive officer received or exercised any stock option or stock
appreciation rights in 1998 or 1999.
The Company knows of no arrangement or understanding between any executive
officer and any other person, pursuant to which he was or is to be selected as
an officer.
10
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table describes the ownership of all directors and
nominees of Common Shares, each of the named executive officers and the
directors and executive officers of the Company as a group as of March 20, 2000.
REVISE
<TABLE>
<S> <C> <C>
Amount of
Name of Beneficial % of
Beneficial Owner Ownership Class
- --------------------------- ---------- -----
Peter M. Nisselson 754,652 37.25%
Lawrence J. Goldstein 172,700(1) 8.52%
Kenneth Karlan 272,778 13.46%
Robert Morris 4,500 .22%
Arthur Salzfass 2,000 .10%
Keith Sessler 272,778 13.46%
Michael Sweedler 7,000 .35%
--------- -----
Total of all officers and
directors as a group (7
persons) 1,486,408 73.37%
- -------------------------
</TABLE>
(1) Includes 77,700 shares owned by Lawrence J. Goldstein directly, and the
following shares, which may be deemed owned beneficially by Lawrence J.
Goldstein: 53,600 shares owned by the L.J. Goldstein & Company,
Incorporated Pension Plan; 5,000 shares owned by the Keogh Plan for
Lawrence J. Goldstein; 36,400 shares owned by the Individual Retirement
Account of Lawrence J. Goldstein.
11
<PAGE>
OTHER PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table describes the share ownership of each person known
to the Company, in addition to management, the nominees for directors and
directors and officers as a group, to be a "beneficial owner" (as that term is
defined in the regulations of the Securities and Exchange Commission) of more
than 5% of the Company's Common Shares as of March 17, 2000.
Amount of
Name and Address Beneficial % of
of Beneficial Owner Ownership Class
- ------------------- ---------- -----
Rosalind Davidowitz 113,885 5.62%
7 Sutton Place South
Lawrence, NY 11559
J. Morton Davis 113,885(1) 5.62%
44 Wall Street
New York, NY 10005
- -----------------
(1) Consists entirely of the 113,885 shares listed above as beneficially owned
by Ms. Davidowitz. Such shares may be deemed beneficially owned by Mr.
Davis.
AUDITORS
The accounting firm of Arthur Andersen LLP served as the Company's
independent public accountants for 1999. Arthur Andersen LLP has been the
Company's independent public accountants for several years. The Company does
not expect that representatives of Arthur Andersen LLP will be present at the
Annual Meeting.
The Board of Directors of the Company has not yet selected an
accounting firm to serve as the Company's independent public accountants for
2000.
SHAREHOLDERS' PROPOSALS FOR 2001 ANNUAL MEETING
The Company anticipates that the 2000 Annual Meeting of Shareholders
will be held on or about May 1, 2001. All shareholder's proposals to be
considered for inclusion in the Company's Proxy Statement for presentation at
that meeting must be received at the principal executive offices of the Company
no later than the close of business on December 1, 2000.
12
<PAGE>
OTHER MATTERS
The management of the Company knows of no other matters to be
considered at the Annual Meeting. However, if any matter other than those
referred to herein should properly come before the Annual Meeting, of the
persons named in the proxy intend to vote such proxy in accordance with their
best judgment.
The Company will provide, without charge, a copy of the Company's Form
10-KSB (without exhibits), to each person to whom a proxy statement is
delivered, upon written or oral request of such person. A copy of the Form will
be sent by first class mail or other equally prompt means within one business
day of receipt of such request. Any person desiring a copy of the Form 10-KSB
should contact the Company's Corporate Secretary at Star Struck, Ltd., 1865
Palmer Avenue, Larchmont, New York 10538 (telephone: (914) 833-0649).
By order of the Board of Directors
Peter Nisselson, Secretary
Larchmont, New York
April 6, 2000
13
<PAGE>
PROXY PROXY
STAR STRUCK, LTD.
ANNUAL MEETING OF SHAREHOLDERS-MAY 2, 2000
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Peter Nisselson, and Lawrence J. Goldstein and
each of them, as proxies, with power of substitution in each, to represent the
undersigned at the Annual Meeting of Shareholders of Star Struck, Ltd. on
May 2, 2000 or any adjournment thereof, and to vote all of the shares of common
stock which the undersigned would be entitled to vote at said meeting if then
personally present.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
<PAGE>
1. Election of Directors -
Nominees: 01 - Peter Nisselson,
02 - Lawrence J. Goldstein,
03 - Kenneth Karlan, 04 - Robert Morris,
05 - Arthur Salzfass, 06 - Keith Sessler and
07 - Michael Sweedler
(INSTRUCTION To withhold authority to vote for any one or more
individual nominees, write such nominees' names in the space provided
below.)
_____________________________________________________________________
For All
For Withhold Except Nominee(s)
All All Written Below
[ ] [ ] [ ]
2. Proposal to adopt the 2000 Non-Qualifed
Stock Option Plan
For Withhold Abstain
[ ] [ ] [ ]
3. In their discretion, the persons hereby appointed as proxies are
authorized to vote upon such other business as may properly come
before the meeting and, in the event of any of the foregoing nominees
is unable to serve or for good cause will not serve for a substitutes
nominee designated by the Board of Directors.
Dated: ___________________________, 2000
Signature(s) ___________________________
________________________________________
Please sign as your name appears hereon.
If stock is held jointly, each joint
owner should sign. Executors,
administrators and trustees should give
their full title. Corporate signature
should be by duly authorized officers.
This proxy when properly executed will be voted and will be voted in the manner
directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted for the nominees named in Proposal 1.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
