Filed Pursuant to Rule 424(b)(3)
Registration Number 333-44910
PROSPECTUS SUPPLEMENT
(TO REOFFER PROSPECTUS DATED AUGUST 31, 2000)
FIRST ENTERTAINMENT HOLDING CORP.
The "Prospective Selling Stockholders" section of the prospectus
is replaced in its entirety with the following:
PROSPECTIVE SELLING STOCKHOLDERS
There are an aggregate of 5,000,000 shares of common stock
reserved for issuance under the Stock Plan. The issuance of these
shares is covered by the registration statement on Form S-8, which was
filed with the SEC and of which this prospectus is a part.
As of the date of this prospectus supplement, all 5,000,000 shares
covered by the Stock Plan have been granted, including 686,814 shares
that have been granted to the selling stockholders. This prospectus
covers the resale of those shares by the selling stockholders.
The following table sets forth the name and position of each
prospective selling stockholder, each of whom is a director or
executive officer of our Company; the number of shares of common stock
owned as of September 30, 2000, including shares which may be acquired
pursuant to the exercise of outstanding options; the number of shares
covered by this prospectus; and the number of shares and the percentage
of all outstanding shares owned assuming the sale of all the shares
covered by this prospectus.
<TABLE>
Shares Shares Percentage
Beneficially Beneficially Of Class
Owned Prior Shares Owned After After
Name Position To Offering (1) Offered (2) Offering (1) Offering
<S> <C> <C> <C> <C> <C>
Doug Olson President, 4,509,369 175,122 4,334,247 11.7%
Chief (2)(3) (2)(3)
Operating
Officer and
Director
Howard Chief 4,732,447 353,435 4,379,012 11.8%
Stern Executive (2)(3) (2)(3)
Officer and
Director
Michael Chief 4,427,299 158,257 4,269,042 11.4%
Marsowicz Technology (2)(3)(4) (2)(3)(4)
Officer and
Director
</TABLE>
(1) "Beneficial Ownership" is defined in the regulations promulgated
by the U.S. Securities and Exchange Commission as having or
sharing, directly or indirectly (i) voting power, which
includes the power to vote or to direct the voting, or (ii)
investment power, which includes the power to dispose or to
direct the disposition, of shares of the common stock of an
issuer. The definition of beneficial ownership includes shares
underlying options or warrants to purchase common stock, or
other securities convertible into common stock, that currently
are exercisable or convertible or that will become exercisable
or convertible within 60 days. Unless otherwise indicated, the
beneficial owner has sole voting and investment power.
(2) Consists of shares issued pursuant to the Stock Plan as payment
of compensation.
(3) Assumes: (a) all contingencies described below in footnote 5,
"Cancellation And Reissuance Of Options In September 2000" are
satisfied and the 2,500,000 shares authorized to be issued to
the named security holder are issued, and (b) the named
security holder exchanges all options held by him on the date
each threshold regarding the last sales price of the common
stock is reached for twice as many options exercisable at the
higher price. As described below in footnote (5) "Cancellation
And Reissuance Of Options In September 2000", only 25 percent
of options granted pursuant to the Management Compensation plan
are exercisable on the date of grant. Therefore, the figure in
the table above includes 1,250,000 shares issuable upon the
exercise of options to purchase up to 1,250,000 shares of
common stock until September 15, 2005, which number of options
represents 25% of the total number of options which, if required
to be issued to the named security holder within the next 60 days
pursuant to the exchange provisions of the Management
Compensation Plan, and which will be exercisable on the date of
grant. Each potential holder of these options has agreed to
refrain from exercising any of these options until the Company
has increased its authorized number of shares of common stock to
at least 75 million or the Board otherwise determines that the
Company's authorized capital, assuming exercise of these options,
is sufficient to satisfy the Company's needs. See footnote 5,
below, entitled "Cancellation And Reissuance Of Options In
September 2000".
(4) Includes options to purchase 500,000 shares for $.75 per share
until October 10, 2001. Mr. Marsowicz has agreed to refrain
from exercising any of his options until the Company has
increased its authorized number of shares of common stock to at
least 75 million or the Board otherwise determines that the
Company's authorized capital, assuming exercise of the options
described above in footnote (3), is sufficient to satisfy the
Company's needs.
(5) Cancellation And Reissuance Of Options In September 2000
On September 15, 2000, our Board of Directors enacted the 2000
Management Compensation Plan to compensate directors, officers
and consultants and to provide incentives for those persons in
acting on behalf of the Company. In order to participate in
the Management Compensation Plan, officers and consultants were
required to relinquish any options previously granted to them
except that Mr. Marsowicz was not required to relinquish
options he received as consideration for the sale to the
Company of his interest in All That Media, Inc. Options to
purchase common stock have been issued pursuant to the
Management Compensation Plan, and shares of common were
authorized to be issued, to the following persons in the
respective amounts indicated:
<TABLE>
Recipient Shares To Be Issued Initial Options Granted
<S> <C> <C>
Howard Stern 2,500,000 1,250,000
Douglas Olson 2,500,000 1,250,000
Michael
Marsowicz 2,500,000 1,250,000
Duane Knight 1,000,000 500,000
Ronald Ratner 1,000,000 500,000
Robert Fuchs 500,000 250,000
-----------------------------------
10,000,000 5,000,000
</TABLE>
All recipients of shares and options under the Management
Compensation Plan were officers and employees at the time of
grant except for Mr. Knight, a consultant providing accounting
and administrative services. The options are exercisable at a
price of $.08 per share until September 15, 2005. The closing
sales price for the common stock on September 15, 2000 was
$.08. The options are exercisable 25% immediately and 25% on
each of the first three anniversaries of the date of grant
provided that the recipient continues to be a director,
officer, employee or consultant at that respective time. In
addition, the options provide that when the last sales price
for the common stock is at least $.16 per share for three
consecutive trading days, the option holder may elect to
exchange each option exercisable at $.08 per share for two
options exercisable at $.16 per share. Similarly, the option
holder may exchange each of his options for two options to
purchase one share of common stock each at $.32 per share at
such time as the last sales price for the common stock is at
least $.32 per share for three consecutive trading days. If
these price levels are attained and if all the recipients of
the initial options to purchase 5,000,000 shares of common
stock elect to exchange them for options exercisable at each
of the higher prices, options to purchase a total of
20,000,000 shares would bbe outstanding at an exercise price
of $.32 per share.
Participants will not be issued the shares authorized by the
Management Compensation Plan, and the Participants may not
exercise the options granted pursuant to the Management
Compensation Plan, unless either our authorized capital is
increased to at least 75,000,000 shares of common stock or the
Board otherwise determines that our authorized
capital, assuming issuance of the shares and exercise of
options granted pursuant to the Management Compensation Plan,
is sufficient to satisfy our needs. Stockholder
approval of an increase in authorized capital to 250,000,000
shares is being sought at a proposed special meeting of our
stockholders which currently is anticipated to be held in
December 2000.
The date of this prospectus supplement is October 26, 2000.
