Filed Pursuant to Rule 424(b)(3)
Registration Number 333-46344
PROSPECTUS SUPPLEMENT
(TO REOFFER PROSPECTUS DATED SEPTEMBER 21, 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 551,566
shares that have been granted to the selling stockholders. This
prospectus covers the resale of the 551,566 shares by the selling
stockholders.
On October 31, 2000, a total of 38,551,628 shares of our common
stock were issued and outstanding. 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 October 31, 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, 4,449,369 128,781 4,320,588 10.9%
and Director (2)(3) (2)(3)
Howard Chief 4,602,604 249,615 4,352,989 10.9%
Stern Executive (2)(3) (2)(3)
Officer,
Secretary,
Treasurer
and
Director
Michael Chief 4,492,707 173,170 4,319,537 10.7%
Marsowicz Technology (2)(3)(4) (2)(3)(4)
Officer
and Director
</TABLE>
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(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) Includes 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
percent of the total number of options which may be 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 our
authorized capital, assuming exercise of these options, is
sufficient to satisfy our 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 our
authorized capital, assuming exercise of the options described
above in footnote (3), is sufficient to satisfy our 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 stock 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 be 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
the Company's 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 November 3, 2000.
