<PAGE>
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
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ENTERTAINMENT TECHNOLOGIES & PROGRAMS, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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:
<PAGE>
ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
3626 Main Street
San Diego, California 92113
(619) 476-8272
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 10,1996
To the Shareholder of Entertainment Technologies & Programs, Inc.:
You are cordially invited to attend the Annual Meeting of Shareholders of
Entertainment Technologies & Programs, Inc. a Delaware corporation (the
"Company"), which will be held at the Naval Station San Diego Mariner's Club,
32nd Street and Main Street, San Diego, California, at 10:00 a.m., California
time, on Monday, June 10,1996, to consider and act upon the following matters,
all as more fully described in the accompanying Proxy Statement which is
incorporated herein by this reference:
1. To elect a board of six directors to serve until the next annual
meeting of the Company's shareholders and until their successors have been
elected and qualify;
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record of the Company's $0.001 par value common stock
("Common Stock") at the close of business on April 11,1996, the record date
fixed by the Board of Directors, are entitled to notice of, and to vote at, the
meeting.
THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE COMPLETE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. ANY SHAREHOLDER
GIVING A PROXY HAS THE RIGHT TO REVOKE IT ANY TIME BEFORE IT IS VOTED.
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence Kelly
Secretary
San Diego, California
May 9,1996
<PAGE>
ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
3626 MAIN STREET
SAN DIEGO, CALIFORNIA 92113
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Entertainment Technologies & Programs, Inc. a Delaware corporation (the
"Company"), for use at the Annual Meeting of Stockholders to be held on June
10,1996, at 10:00 a.m., local time (the "Annual Meeting:), or at any adjournment
or postponement thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting. The Annual Meeting will be held at the
Naval Station San Diego Mariner's Club, 32nd Street and Main Street, San Diego,
California. The Company intends to mail this proxy statement and accompanying
proxy card on or about May 9,1996 to all stockholders entitled to vote at the
Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on April
11,1996 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on April 11,1996 the Company had outstanding and entitled to
vote 20,230,590 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted toward a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 3626 Main
Street, San Diego, California 92113, a written notice of revocation or a duly
executed proxy bearing a later date, or it may be revoked by attending the
meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
1
<PAGE>
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The Company has outstanding only common stock, of which 20,230,590 shares
were outstanding as of the close of business on April 11,1996 (the "Record
Date"). Only shareholders of record on the books of the Company at the close of
business on the Record Date will be entitled to vote at the Meeting. Each share
of common stock is entitled to one vote. Representation at the Meeting by the
holders of a majority of the outstanding common stock of the Company, either by
personal attendance or by proxy, will constitute a quorum.
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of the Record Date as to (a) each
director, (b) each executive officer identified in the Summary Compensation
Table below, (c) all executive officers and directors of the Company as a group,
and (d) each person known to the Company to beneficially own five percent or
more of the outstanding shares of common stock.
<TABLE>
<CAPTION>
Name of Beneficial Position Number of Shares Percentage
Owner with Company Beneficially Owned Owned
- ------------------ ------------ ------------------ ----------
<S> <C> <C> <C>
James D. Butcher & Director (1)
Leonida Butcher Director
46 Sandalwood Drive
San Diego, CA 91910 10,754,214 53.16%
Michael Grasberger Director
1201 Enterprise Avenue #423
League City, TX 77573 2,820,960 13.94%
Lawrence Kelly Director 100,000 .49%
Mark Madamba Director 64,820 .32%
Jeffrey Thornton Director 44,078 .22%
All Officers and
Directors as group (7) 13,814,072 68.28%
</TABLE>
(1) Mr. Butcher is also Chief Executive Officer of the Company.
2
<PAGE>
ELECTION OF DIRECTORS
There are six nominees for the seven Board positions presently authorized
in the Company's By-laws. The Company does not have a nominating committee of
the Board of Directors. The nominees named below have been nominated by the
Board of Directors of the Company. Each director to be elected will hold office
until the next annual meeting of stockholders and until his successor is elected
and has qualified, or until such director's earlier death, resignation or
removal. Each nominee listed below is currently a director of the Company.
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the six nominees named below. In the event
that any nominee should be unavailable for election as a result of an unexpected
occurrence, such shares will be voted for the election of such substitute
nominee as management may propose. Each person nominated for election has
agreed to serve if elected and management has no reason to believe that any
nominee will be unable to serve.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
IN FAVOR OF EACH NAMED NOMINEE.
NOMINEES
The names of the nominees and certain information about them are set forth
below:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------- --- --------------------------------------
<S> <C> <C>
James Douglas Butcher 36 Chairman of the Board of Directors and
CEO
Leonida Butcher 39 Co-Treasurer and Director
William Michael Grasberger 41 Vice President and Director
Lawrence Kelly 46 Secretary and Director
Mark Madamba 33 Director
Jeffrey Thornton 39 Director
</TABLE>
James "Doug" Butcher, the Company's founder, Chairman of the Board of
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Directors and Chief Executive Officer, formed a mobile music company in 1978,
while in the Navy, to provide entertainment services to the military nightclubs
at the bases on which he was stationed. After being transferred to San Diego,
in 1980, Mr. Butcher continued in the entertainment business obtaining several
Navy contracts in the San Diego area. By 1982, after departing the Navy, the
disc jockey business became a full time venture based on two clubs, one mobile
D.J. system and a need for quality entertainment. Mr. Butcher has built the
Company into the provider of comprehensive entertainment service and products it
is today.
Leonida Butcher, General Manager, Performance Sound and Light, is the wife
----------------
of James D. Butcher, the Company Chairman of the Board of Directors and Chief
Executive Officer. Mrs. Butcher has been employed by the Company since 1985
and, prior to assuming her present position in August 1995, had been responsible
for the operation of the Company's retail music store. Mrs. Butcher completed a
High School equivalency in the Philippines.
3
<PAGE>
William Michael Grasberger, Vice-President, NiteLife Entertainment has been
---------------------------
with NiteLife since 1983. Prior to joining the Company, Mr. Grasberger was
employed for ten years as a radio broadcaster and a music disc jockey. Mr.
Grasberger has a Bachelor of Arts degree form California State University of
Pennsylvania where he won he won the Distinguished Service Award for his work in
radio and television, student government and academics. Mr. Grasberger was the
founder of Video Link which distributes music videos to clubs and restaurants
and most importantly, provides the Company with its music videos. The Video
Link television show, developed by Mr. Grasberger in 1986, is still being seen
around the world on the Armed Forces Television Network.
Lawrence Kelly, President, NiteLife Entertainment. Mr. Kelly served as the
---------------
head of the Club Branch with the Morale, Welfare and Recreation division of the
Bureau of Naval Personnel. In this position he successfully directed the
operation of more than 275 Navy Officer's and Enlisted Clubs worldwide. Mr.
Kelly has an additional nine years of Navy Club management experience including
three years as an active duty Naval officer at the U.S. Naval Academy,
Annapolis, Maryland. Mr. Kelly worked closely with military clubs while serving
as Executive Director of the International Military Community Executives
Association (IMCEA). Mr. Kelly is also a past president of the organization,
and was recently inducted into the IMCEA Military Club Hall of Fame. A graduate
of Michigan Sate University School of Hotel, Restaurant and Institutional
Management, Mr. Kelly's commercial food service experience includes restaurant
management and owner of a popular restaurant located in the Baltimore area.
Mark Madamba, President, Just Games, Inc., since May 1994. After
-------------
graduating from high school in 1980, Mr. Madamba entered the Technical
Vocational Institute of New Mexico. At age 19, he successfully completed and
received a two year diploma in digital electronics. Mr. Madamba then moved to
Kadena Air Base, Japan where he began working as an electronic technician in the
Air Force slot machine program. In 1986, he designed and produced an electronic
circuit board to eliminate a computer design error in the base's slot machine.
The new circuit was used throughout the Air Force and was eventually sold to the
manufacturer as well. Mr. Madamba subsequently was recognized as the top
electronic troubleshooter in the Air Force slot machine program and was
transferred to the Headquarters Air Force Morale, Welfare and Recreation
Department in San Antonio, Texas. There he served as a Technical Advisor and
Program Manager for the thirty million dollar a year Air Force slot machine
program encompassing over 35 bases worldwide. Using computer aided design
programs, Mr. Madamba designed eleven new games that were installed as a
modification to existing machines. He also developed all game and machine
specifications for the Air Force's first video poker and stepper motor driven
slot machine. In 1990, Headquarters Pacific Air Forces employed Mr. Madamba to
provide technical and management oversight to ten bases in the Pacific Rim.
Based at Osan Air Base, South Korea, he was directly responsible for the slot
program at Osan Air Base.
Jeffrey Thornton, President, Vision Quest Productions. Mr. Thornton is an
-----------------
honors graduate of the University of Northern Colorado, with a degree in
Recreation Administration and a minor in Business. Mr. Thornton began his
professional career as the first Parks and Recreation Director for a Southwest
Native American Indian Tribe, the Pascua Yaqui tribe, in Tucson, Arizona.
Subsequently, Mr. Thornton was hired as the Recreation coordinator for the Air
Force Logistics Command at Wright Patterson Air Force Base, Dayton, Ohio. His
supervision of recreation and sports activities extended to six bases throughout
the United States. Following that, Mr. Thornton became the Recreation Director
for the Naval Training Center in San Diego, which included eleven facilities and
over 500 personnel. After five years with NTC, Mr. Thornton became the Morale,
Recreation and Club Director for the Submarine Base San Diego, and was in charge
of all operations on the base. In addition to his other duties, Mr. Thornton
wrote the "NiteLife Handbook of Club Programs and Fun," a detailed event
planning guide, published and distributed by the Company, and used extensively
by military clubs worldwide.
COMPENSATION OF DIRECTORS
The Company's Board of Directors is comprised entirely of employees of the
Company, and receive no additional compensation in connection with attending
Board meeting. The Company intends to actively pursue and attract capable and
notable independent outside directors. Consequently, the Company currently is
exploring the issue of director compensation.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The Following table sets forth information concerning compensation of the
chief executive officer and all other executive officers of the Company whose
salary and bonus exceeded $100,000 for services rendered to the Company for the
fiscal year ended December 31, 1995.
Summary Compensation Table (1)
Annual Compensation
-------------------
<TABLE>
<CAPTION>
Name and Other Annual
Principal position Year Salary Bonus Compensation
- -------------------- ---- ------- ----- ------------
<S> <C> <C> <C> <C>
James D. Butcher 1995 129,000 (1) (2)
President and Chief
Executive Officer
</TABLE>
(1) The Company currently has not adopted any bonus, profit sharing or long-
term compensation plan providing any executive officer, director or
employee with any compensation except as provided above.
(2) Perquisites and other personal benefits did not in the aggregate reach the
lesser of $50,000 or 10 percent of the total of annual salary reported in
this table.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities to file various reports
with the Securities and Exchange Commission and the National Association of
Securities Dealers concerning their holdings of, and transactions in, securities
of the Company. Copies of these filings must be furnished to the Company.
Based on a review of the copies of such forms furnished to the Company and
written representation from the Company's executive officers and directors, the
Company notes that Lawrence Kelly, Mark Madamba and Bernard Prem did not timely
file Form 3 Initial Statements of Beneficial Ownership of Securities within 10
days following their respective appointments as officers or directors of the
Company.
SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals for action at the Company's 1996
Annual Meeting of Shareholders should submit their proposals in writing to the
Secretary of the Company at the address of the Company set forth on the first
page of this Proxy Statement and proxy card.
5
<PAGE>
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to Shareholders of the Company for the fiscal year ended
December 31,1995, including audited financial statements, has been mailed to the
shareholders concurrently herewith, but such report is not incorporated in this
Proxy Statement and is not deemed to be a part of the proxy solicitation
material.
INDEPENDENT AUDITOR
The accounting firm of Brian Nathanson, CPA has served as an independent
public accountant for the Company for the past fiscal year. The Company expects
that Mr. Nathanson will attend the annual meeting and be available to respond to
appropriate shareholder questions.
OTHER MATTERS
The Management of the Company does not know of any other matters which are
to be presented for action at the Meeting. Should any other matters come before
the Meeting or any adjournment thereof, the persons named in the enclosed proxy
will have the discretionary authority to vote all proxies received with respect
to such matters in accordance with their collective judgment.
ANNUAL REPORT ON FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB, as filed with the
Securities and Exchange Commission, will be furnished without charge to any
person from whom the accompanying proxy is solicited upon written request to
Entertainment Technologies & Programs, Inc., 3626 Main Street, San Diego,
California 92113, Attention: Bernard Prem.
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence Kelly
Secretary
San Diego, California
May 9,1996
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES AND TO DATE, SIGN, AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND
YOUR COOPERATION WILL BE APPRECIATED.
6
<PAGE>
PROXY ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
3626 Main Street
San Diego, California 92113
(619) 476-8272
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James Butcher and Lawrence Kelly as
Proxies, each with the power to appoint his substitute, and hereby authorized
them or either of them to represent and to vote as designated below, all the
shares of common stock of Entertainment Technologies & Programs, Inc. held of
record by the undersigned on April 11,1996, at the Annual Meeting of
Shareholders to be held on June 10,1996, or any adjournment thereof.
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees below WITHHOLD AUTHORITY to
(except as marked vote for all nominees
to the contrary below)[_] listed below [_]
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE MARK THE
BOX NEXT TO THE NOMINEE'S NAME BELOW):
James D. Butcher Lawrence Kelly
Leonida Butcher Mark Madamba
William Michael Grasberger Jeffrey Thornton
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1.
Dated: ,1996
-----
_________________________
Signature
_________________________
Signature if held jointly
Please sign exactly as name appears below. When
shares are held by joint tenants, both should
sign. When signing as attorney, as executor,
administrator, trustee, or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by President or other
authorized officer. If a Partnership, please sign
in partnership name by authorized person.
PLEASE READ, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
